S-3/A

As filed with the Securities and Exchange Commission on March 17, 2010

Registration No. 333-164557

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SLC STUDENT LOAN RECEIVABLES I, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3598719
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

______________________________________

750 Washington Boulevard, 9^th Floor,
Stamford, CT 06901

(203) 975-6320

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

_________________

Joseph P. Guage

Chief Financial Officer

SLC Student Loan Receivables I, Inc.

750 Washington Boulevard, 9^th Floor,

Stamford, CT 06901

(585) 248-7366

(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________

Copies to:

Matthew P. Joseph, Esq.	Richard L. Fried, Esq.
Bingham McCutchen LLP	Stroock & Stoock & Lavan LLP
One Battery Park Plaza, 34th Floor	180 Maiden Lane
New York, New York 10004	New York, New York 10038

Approximate date of commencement of proposed sale to the public:  From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
Student Loan Asset-Backed Securities	$10,000,000,000(3)(4)	100%	$10,000,000,000	$713,000
(1) Estimated solely for the purpose of calculating the registration fee.
(2) A total registration fee in the amount of $713,000 was calculated pursuant to Rule 457(a) of the Securities Act of 1933.  The registrant has previously paid a registration fee in the amount of $71.30 in connection with the initial filing of this registration statement, and a registration fee in the amount of $460,500 in connection with registered securities from the registration statement on Form S-3 (Registration Statement No. 333-141134), which was initially filed on March 20, 2007.  Under such previous registration statement, $4,284,550,000 of securities remain unissued relating to $131,535.68 of unused registration fees.  Pursuant to Rule 457(p) of the Commission’s Rules and Regulations under the Securities Act of 1933, such $131,606.98 of total unused registration fees is offset against the total registration fee currently due in connection with this registration statement.   ;Accordingly, a registration fee in the amount of $581,393.02 is being paid in connection with the present filing of this registration statement.
(3) Includes such indeterminate amount of reset rate securities offered or sold in remarketing transactions in connection with a reset date.
(4) The registration statement also includes securities offered or sold by The Student Loan Corporation (or one of its affiliates) following any exercise of a related call option, which offers or sales will be treated as an original issuance for purposes of payment of registration fees.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Pursuant to Rule 429 of the Securities Act of 1933, the prospectus that is a part of this registration statement relates to the securities to be registered hereby as well as to the securities that were originally registered (but not issued) under the registrant’s registration statement on Form S-3 (File No. 333-141134), which was declared effective on March 22, 2007, that are being carried forward to this registration statement.  This registration statement also constitutes post-effective amendment No. 1 to registration statement no. 333-141134, and such post-effective amendment shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933.

INTRODUCTORY NOTE

This registration statement contains (i) a form of Prospectus relating to the offering of a series of Student Loan Asset-Backed Securities by various issuing entities created from time to time by SLC Student Loan Receivables I, Inc., (ii) a form of Prospectus Supplement relating to the offering by SLC Private Student Loan Trusts of the particular series of Student Loan Asset-Backed Securities described therein and (iii) a form of Prospectus Supplement relating to the offering by SLC Student Loan Trusts of the particular series of Student Loan Asset-Backed Securities described therein.  The forms of Prospectus Supplement relate only to the securities described therein and are forms which, among others, may be used by SLC Student Loan Receivables I, Inc. to offer Student Loan Asset-Backed Securities under this registration statement.

SLC Student Loan Receivables I, Inc.
Depositor
The Student Loan Corporation
Sponsor, Seller, Servicer and Administrator

The Depositor

SLC Student Loan Receivables I, Inc., a Delaware corporation, is the depositor.  The depositor is a wholly-owned, special-purpose subsidiary of The Student Loan Corporation.

The Notes

The depositor intends to form issuing entities periodically to issue student loan asset-backed notes.  Each issue will have its own characteristics and series designation.  We will sell the notes in amounts, at prices and on terms determined at the time of offering and sale.  Each series will include one or more classes of notes secured by the assets of that issuing entity.

A class of notes may:

·

be senior or subordinate to other classes; and

·

receive payments from one or more forms of credit or liquidity enhancements designed to reduce the risk to investors caused by shortfalls in payments on the related student loans.

Each class of notes has the right to receive payments of principal and interest at the rates, on the dates and in the manner described in the applicable supplement to this prospectus.

Assets of the Issuing Entity

The assets of each issuing entity will include:

·

education loans to students or parents of students;

·

specified types of credit enhancement; and

·

other moneys, investments and property including derivative instruments in some cases.

Each supplement to this prospectus will describe the specific amounts, prices and terms of the notes of each series.  The supplement will also give details of the specific student loans, credit enhancement, and other assets of the related issuing entity.

You should consider carefully the risk factors described in this prospectus beginning on page 18 and in the prospectus supplement that accompanies this prospectus.

Each issue of notes represents obligations of, or interests in, the applicable issuing entity only.  They do not represent interests in or obligations of The Student Loan Corporation, any other seller, the depositor or any of their affiliates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined if this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

__________, 20__

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE RELATED PROSPECTUS SUPPLEMENT

For each issue, we will provide information to you about the notes in two separate documents that progressively provide more detail:

·

this prospectus, including the Appendices hereto, which provides general information, some of which may not apply to your series of notes (collectively, this “prospectus”); and

·

the related prospectus supplement, including all Annexes and Exhibits thereto (collectively, each a “prospectus supplement”), which describes the specific terms of your series of notes, including:

·

the timing of interest and principal payments;

·

financial and other information about the student loans and the other assets owned by the issuing entity;

·

information about credit enhancement;

·

the ratings; and

·

the method of selling the notes.

In making any investment decision, you should rely only on the information contained or incorporated in this prospectus and the related prospectus supplement.  We have not authorized anyone to provide you with different information.  We are not offering the notes in any state or other jurisdiction where the offer is prohibited.  You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date appearing on the front cover of these documents.

This prospectus, together with the related prospectus supplement for your series of notes, should be read in its entirety prior to any purchase of any class of notes.

For certain information concerning the notes, we have provided cross-references to captions in this prospectus and the accompanying prospectus supplement under which you can find further related discussions.  The following table of contents and the table of contents in the related prospectus supplement indicate where these captions are located.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

5

RISK FACTORS

18

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

31

FORMATION OF THE ISSUING ENTITIES

32

The Issuing Entities

32

The Eligible Lender Trustee

33

USE OF PROCEEDS

33

THE STUDENT LOAN CORPORATION, THE DEPOSITOR, THE SUB-SERVICER AND THE
SUB-ADMINISTRATOR

33

The Sponsor, Primary Seller, Servicer and Administrator

33

The Depositor

34

The Sub-Servicer

35

The Sub-Administrator

35

THE STUDENT LOAN POOLS

35

FFELP Delinquencies, Defaults, Claims and Net Losses

36

Static Pool Data

36

Prepayments and Yield

37

Payment of Notes

37

Termination

37

The Student Loan Corporation’s Student Loan Business

37

CitiAssist Loan Program

39

CitiAssist Custom Loan Program

43

Risk Sharing Program

43

TRANSFER AGREEMENTS

43

General

43

Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers

44

Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor

44

Custodian of Promissory Notes

45

Additional Fundings

45

Amendments to Transfer Agreements

46

SERVICING AND ADMINISTRATION

46

General

46

Accounts

46

Servicing Procedures

48

Payments on Student Loans

49

Servicer Covenants

49

Servicing Compensation

50

Net Deposits

51

Evidence as to Compliance

51

Certain Matters Regarding the Servicer

51

Servicer Default

52

Rights Upon Servicer Default

53

Waiver of Past Defaults

53

Administration Agreement

53

Administrator Default

54

Rights Upon Administrator Default

54

Statements to Indenture Trustee, Indenture Administrator and Issuing Entity

54

Evidence as to Compliance

55

TRADING INFORMATION

56

Pool Factors

57

DESCRIPTION OF THE NOTES

58

General

58

Principal and Interest on the Notes

58

Call Option on the Notes

58

Collateral Call

59

The Indenture

59

CERTAIN INFORMATION REGARDING THE NOTES

62

Fixed Rate Notes

62

Floating Rate Notes

63

The Auction Rate Notes

63

The Reset Rate Notes

65

Distributions

81

Credit and Liquidity or other Enhancement or Derivative Arrangements

82

Book-Entry Registration

85

Reset Rate Notes

87

Non-U.S. Dollar Denominated Notes

89

Definitive Notes

91

List of Noteholders

91

Reports to Noteholders

91

CERTAIN LEGAL ASPECTS OF THE STUDENT LOANS

92

Transfer of Student Loans

92

Consumer Protection Laws

92

Loan Origination and Servicing Procedures Applicable to Student Loans

93

Student Loans Generally Not Subject to Discharge in Bankruptcy

93

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

94

General

94

Tax Characterization of the Trust

95

Tax Consequences to U.S. Holders

95

Tax-Exempt Organizations

98

Tax Treatment of Non-U.S. Holders

98

U.S. Federal Estate Tax Treatment of Non-U.S. Holders

99

Alternative Characterizations and Treatments

99

Information Reporting and Backup Withholding

100

State, Local And Foreign Taxes

100

CERTAIN ERISA CONSIDERATIONS

100

General

100

Purchases of the Notes

100

AVAILABLE INFORMATION

101

REPORTS TO NOTEHOLDERS

102

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

102

THE PLAN OF DISTRIBUTION

103

LEGAL MATTERS

104

APPENDIX A

Federal Family Education Loan Program

A–1

APPENDIX B

Global Clearance, Settlement and Tax Documentation Procedures

B–1

PROSPECTUS SUMMARY

This summary highlights selected information concerning the notes.  It does not contain all of the information that you might find important in making your investment decision.  You should read the full description of this information appearing elsewhere in this document and in the prospectus supplement for your particular notes.

Principal Parties

Issuing Entity

Each issuing entity will be a Delaware statutory trust to be formed for each series of notes under a trust agreement between the depositor and an owner trustee.  We sometimes refer to an issuing entity as a “trust” in this prospectus.

Eligible Lender Trustee

If the trust student loans include FFELP student loans, for each series of notes, the related prospectus supplement will specify the eligible lender trustee for the related issuing entity.  See “Formation of the Issuing Entities—The Eligible Lender Trustee” in this prospectus.

Owner Trustee

For each series of notes, the related prospectus supplement will specify the owner trustee for the related issuing entity.  

Depositor

The depositor is SLC Student Loan Receivables I, Inc.  The depositor is a wholly-owned, special purpose subsidiary of The Student Loan Corporation, formed to acquire student loans originated or acquired by The Student Loan Corporation and to transfer to, and deposit the student loans in, issuing entities.  For notes backed by FFELP student loans, an eligible lender trustee will be specified in the related prospectus supplement and that eligible lender trustee will hold legal title to the FFELP student loans on our behalf.  References to the “depositor” also include the eligible lender trustee where the context involves the holding or transferring of legal title to FFELP student loans.

Sponsor

The sponsor is The Student Loan Corporation.  We sometimes refer to The Student Loan Corporation as “SLC” in this prospectus.

Servicer

The servicer is The Student Loan Corporation or another servicer specified in the prospectus supplement for your notes.

Under the circumstances described in this prospectus, the servicer may transfer its obligations to other entities.  It may also contract with various other servicers or sub-servicers.  The related prospectus supplement will describe any sub-servicers.  Actions described in this prospectus or any prospectus supplement as being taken by the servicer may be taken by the sub-servicer or other servicers on behalf of the servicer.  See “Servicing and Administration—Certain Matters Regarding the Servicer” in this prospectus.

Sub-servicer

For each series of notes, the related prospectus supplement will specify the sub-servicer for your notes.

Other Originators

To the extent that private credit student loans have been originated by one or more originators not affiliated with SLC or the depositor and those loans constitute a material portion of the related loan pool, the identity of those originators will be disclosed, to the extent known in the related prospectus supplement. The requisite information concerning those originators, to the extent available, will also be provided in the related prospectus supplement.

Indenture Trustee

For each series of notes, the related prospectus supplement will specify the indenture trustee for the notes.  See “Description of the Notes—The Indenture—The Indenture Trustee” in this prospectus.

Indenture Administrator

For each series of notes, the related prospectus supplement will specify the indenture administrator.  See “Description of the Notes—The Indenture—The Indenture Administrator” in this prospectus.

Administrator

The Student Loan Corporation will act as administrator of each issuing entity.  Under the circumstances described in this prospectus, it may transfer its obligations as administrator or contract with others to perform such obligations on its behalf.  See “Servicing and Administration—Administration Agreement” in this prospectus.

Sub-administrator

The Student Loan Corporation may delegate certain of its obligations as administrator to a sub-administrator.  Actions described in this prospectus or any prospectus supplement as being taken by the administrator may be taken by a sub-administrator on behalf of the administrator. See “Servicing and Administration—Administration Agreement” in this prospectus.

The Notes

Each series will include one or more classes of student loan asset-backed notes.  The notes will be issued under an indenture among the issuing entity, the indenture trustee, the eligible lender trustee, if applicable, and the indenture administrator.  We may offer each class of notes publicly or privately, as specified in the related prospectus supplement.  The depositor may denominate the notes in U.S. Dollars or a non-U.S. Dollar currency as specified in the related prospectus supplement.  The notes will be available initially in book-entry form only.  Investors who hold the notes in book-entry form will be able to receive definitive notes only in the limited circumstances described in this prospectus or in the related prospectus supplement.  See “Certain Information Regarding the Notes—Book-Entry Registration” and “—Definitive Notes” in this prospec tus.

Each class of notes will have a stated principal amount and will bear interest at a specified rate described in the related prospectus supplement.  Classes of notes may also have different interest rates.  The interest rate may be:

·

fixed,

·

variable,

·

adjustable,

·

reset,

·

auction-determined, or

·

any combination of these rates.

The related prospectus supplement will specify:

·

the principal amount of each class of notes; and

·

the interest rate for each class of notes or the method for determining the interest rate.

See “Description of the Notes—Principal and Interest on the Notes” in this prospectus.

If a series includes two or more classes of notes:

·

timing and priority of payments, seniority, interest rates and/or the method of determining interest rates or amount of payments of principal or interest may differ for each class; or

·

payments of principal or interest on a class may or may not be made, depending on whether specified events occur.

The related prospectus supplement will provide this information.

Assets of the Issuing Entity

The assets of each issuing entity will consist primarily of a pool of student loans.  These student loans may be:

·

FFELP student loans — education loans to students or parents of students made under FFELP; or

·

non-FFELP student loans or “private credit student loans” — other education loans not made under FFELP.

“Student loans,” as used in this prospectus or in the related prospectus supplement, refers to FFELP student loans, private credit student loans, or both, as applicable.

Student loans owned by a specific issuing entity are called “trust student loans.”

The assets of the issuing entity will include rights to receive payments made on these student loans and any proceeds related to them.

We will purchase the student loans from The Student Loan Corporation or an unaffiliated seller under a purchase agreement.  If a seller of the student loans is not described in this prospectus, the related prospectus supplement will describe that seller. The student loans will be selected based on criteria listed in that purchase agreement.  We will sell the student loans to the issuing entity under a sale agreement.  The related prospectus supplement will specify the aggregate principal balance of the loans sold as of a specified statistical cutoff date.  The property of each issuing entity will also include amounts on deposit in specific trust accounts, including a collection account, any capitalized interest account, any reserve account, any pre-funding account and any other account identified in the applicable prospectus supplement and the right to receive payments under any swap agreements entered int o by the issuing entity.  See “Formation of the Issuing Entities—The Issuing Entities.”

Each FFELP student loan sold to an issuing entity will be guaranteed as to the payment of principal and interest by a state guarantee agency or a private non-profit guarantor. The applicable guarantee percentage will be set forth in the prospectus supplement for your notes.  These guarantees are contingent upon compliance with specific origination and servicing procedures as prescribed by various federal and guarantor regulations.  Each guarantor is reinsured by the U.S. Department of Education for a percentage of claims paid by that guarantor for a given federal fiscal year.  The reinsured amount depends on a guarantor’s claims experience and the year in which the FFELP student loans subject to the claims were disbursed.  The percentage of the claims paid by a guarantor that are reinsured could change in the future by legislation.  See “Appendix A—Federal Family Education Loan Program—Guarantee Agencies under FFELP,” which is hereby incorporated into this prospectus.

Private credit student loans may or may not be insured by a private guarantor or surety.  If insured private credit student loans are included in the assets sold to an issuing entity, the issuing entity and the holders of the publicly offered notes related to that issuing entity may or may not have the benefit of the guarantee.  If your notes have the benefit of a private guarantee or surety, the related prospectus supplement will either describe the private guarantee or surety or you will be told that the private guarantee or surety was not considered by the rating agencies in the rating of your notes and the private guarantee or surety should not be considered in connection with your investment decision.

An issuing entity may also have among its assets various agreements with counterparties providing for interest rate swaps, currency swaps, interest rate caps, floor agreements and collar agreements.  These agreements will be described in the prospectus supplement for that issuing entity.

Collection Account

For each issuing entity, the indenture administrator will establish and maintain one or more accounts to hold all payments made on the trust student loans.  We refer to these accounts collectively as the “collection account.”  The collection account will be in the name of the indenture trustee on behalf of the holders of the notes. The related prospectus supplement will describe the permitted uses of funds in the collection account and the conditions for their application.

Pre-Funding Account

The prospectus supplement may indicate that a portion of the net proceeds of the sale of the notes may be kept in a pre-funding account—in the form of a supplemental purchase account or an add-on consolidation loan account—for a period of time and be used to purchase additional student loans.  If a pre-funding account is established, it will be in the name of the indenture trustee and will be an asset of the issuing entity.  The prospectus supplement will describe the permitted uses of any funds in the pre-funding account and the conditions to their application.

Reserve Account

The administrator will establish an account for each series called the reserve account.  The reserve account will be in the name of the indenture trustee and will be an asset of the issuing entity.  On the relevant closing date, we will make a deposit into the reserve account, as specified in the related prospectus supplement.  The initial deposit into the reserve account may also be supplemented from time to time by additional deposits.  The prospectus supplement will describe the amount of these additional deposits.

The prospectus supplement for each issuing entity will describe how amounts in the reserve account will be available to cover shortfalls in payments due on the notes.  It will also describe how amounts on deposit in the reserve account in excess of the required reserve account balance will be distributed.

Capitalized Interest Account

The prospectus supplement may indicate that the indenture administrator will establish and maintain a capitalized interest account as an asset of the issuing entity in the name of the indenture trustee.  If established, the related issuing entity will make an initial deposit, in cash or eligible investments, from the net proceeds of the sale of the notes into the capitalized interest account as specified in the related prospectus supplement.

Funds in the capitalized interest account will be available to cover shortfalls in payments of interest due to senior noteholders and payments due to each swap counterparty (other than any termination payments) pursuant to any swap agreement then in effect and, after that, shortfalls in payments of interest to subordinate noteholders after application of funds available in the collection account at the end of the related collection period but before application of the reserve account.

Supplemental Purchase Account

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more supplemental purchase accounts for the applicable issuing entity.  If a supplemental purchase account is established, on the relevant closing date a portion of the net proceeds of the sale of the securities will be deposited in the supplemental purchase account and used to acquire additional student loans.  The related prospectus supplement will describe the permitted uses of any funds in the supplemental purchase account, the conditions for their application and the length of time during which additional student loans may be purchased with amounts on deposit in the supplemental purchase account.

Consolidation Loan Add-On Account

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more consolidation loan add-on accounts for the applicable issuing entity.  If a consolidation loan add-on account is established, on the relevant closing date a portion of the net proceeds of the sale of the securities will be deposited in the consolidation loan add-on account and used to acquire additional student loans.  The related prospectus supplement will describe the permitted uses of any funds in the consolidation loan add-on account, the conditions for their application and the length of time during which additional student loans may be purchased with amounts on deposit in the consolidation loan add-on account.

Cash Capitalization or Cash
Collateral Accounts

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more cash capitalization or cash collateral accounts for the applicable issuing entity.  If a cash capitalization or cash collateral account is established, the issuing entity will be required to deposit cash into the cash capitalization or cash collateral account for the purpose of providing credit enhancement to pay interest on the securities.  Amounts in the cash capitalization or cash collateral account will be remitted as specified in the related prospectus supplement.

Supplemental Interest Accounts

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more supplemental interest accounts for the applicable issuing entity, with respect to one or more classes of reset rate securities for which an accumulation account is established.  If a supplemental interest account is established, on each applicable distribution date, the indenture trustee, the administrator or the paying agent, subject to sufficient available funds therefor, will deposit into the supplemental interest account the related supplemental interest account deposit amount for the purpose of providing additional available funds to pay interest on the related class or classes of reset rate securities.  Amounts in the supplemental interest account will be remitted as specified in the related prospectus supplement to offset shortfalls in interest that may ar ise as a result of funds invested in eligible investments in the accumulation account earning a lower rate of interest than the rate of interest on the related class or classes of reset rate securities.

Investment Reserve Accounts

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more investment reserve accounts for the applicable issuing entity with respect to one or more classes of reset rate securities for which an accumulation account is established.  If an investment reserve account is established, on each applicable distribution date, after a downgrade, if any, by one or more rating agencies of the ratings of any eligible investments in an accumulation account, the indenture trustee, the administrator or the paying agent, subject to sufficient available funds therefor, will deposit into the investment reserve account an amount, if any, in satisfaction of the notice condition set forth in the related prospectus supplement.  On each distribution date, all amounts on deposit in the investment reserve account either will be withdrawn from th at investment reserve account and deposited into the related accumulation account in an amount required to offset any realized losses on eligible investments related to that accumulation account, or will be deposited into the collection account to be used as available funds on that distribution date.

Currency Accounts

If, as specified in the related prospectus supplement, one or more classes of securities, including reset rate securities during any reset period, are denominated in a currency other than U.S. Dollars, the indenture administrator will establish and maintain in the name of the indenture trustee one or more currency accounts for that currency, for the benefit of the holders of that related class or classes of securities. If a currency account is established, any payments received from a swap counterparty in a currency other than U.S. Dollars will be deposited into that currency account as described in the related prospectus supplement.

Remarketing Fee Accounts

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more remarketing fee accounts for the applicable issuing entity with respect to one or more classes of reset rate securities.  If a remarketing fee account is established, beginning on the distribution date that is one year prior to a reset date for a class of reset rate securities, and through that reset date, the issuing entity will be required to deposit into the remarketing fee account, prior to the payment of interest on the securities, available funds, up to the related quarterly required amount on each related distribution date, until the balance on deposit in the remarketing fee account in respect of that class reaches the targeted level for the related reset date.

Accumulation Accounts

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more accumulation accounts for the applicable issuing entity with respect to one or more classes of reset rate securities, whenever a class of reset rate securities bears interest at a fixed rate or bears interest at a floating rate but is structured not to receive a payment of principal until the end of the related reset period.  If an accumulation account is established, with respect to each related class of reset rate securities for the related reset period, on each applicable distribution date, the indenture trustee, the administrator or the paying agent will deposit any payments of principal allocated to that class, in U.S. Dollars, into the related accumulation account.  Amounts, exclusive of investment earnings, on deposit in the accumulation account may be use d only to pay principal on the related class of reset rate securities or to the related currency swap counterparty or counterparties.  Investment earnings on deposit in an accumulation account will be withdrawn on each distribution date and deposited into the collection account to be used as available funds on that distribution date.

Investment Premium Purchase
Accounts

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more investment premium purchase accounts for the applicable issuing entity with respect to one or more classes of reset rate securities.  If an investment premium purchase account is established, with respect to each related class of reset rate securities for the related reset period, on each applicable distribution date, the indenture trustee, the administrator or the paying agent, subject to sufficient available funds therefor, will deposit amounts into the investment premium purchase account which may be utilized to purchase eligible investments at a price greater than par.  Amounts in the investment premium purchase account will be remitted as specified in the related prospectus supplement.

Prepayment Trapping Account

If specified in the related prospectus supplement, the indenture administrator will establish and maintain in the name of the indenture trustee one or more prepayment trapping accounts for the applicable issuing entity.  If a prepayment trapping account is established, the issuing entity will be required to deposit prepayments received on the trust student loans above a certain specified level into the prepayment trapping account for a defined period of time.  Amounts, exclusive of investment earnings, on deposit in the prepayment trapping account may be used only to pay principal on the related series of notes or to the related swap counterparty or counterparties.  Investment earnings on deposit in an prepayment trapping account will be withdrawn on each distribution date and deposited into the collection account to be used as available funds on that distribution date.

Pre-Funding Period

The prospectus supplement for your notes will inform you if there is a pre-funding period and the length of that pre-funding period for the issuing entity to acquire additional student loans with amounts on deposit in the pre-funding account. The length of the pre-funding period will not extend for more than one year from the date of issuance of the related series of notes. The portion of the proceeds for the pre-funding account will not involve more than 50% of the proceeds of the offering of the related series of notes. The additional student loans will have the same general characteristics as the original trust student loans in the related pool.

Revolving Period

The prospectus supplement for your notes will inform you if there is a revolving period and the length of that revolving period for the issuing entity to acquire additional student loans with the cash flows from the related pool of trust student loans. The length of the revolving period will not extend for more than three years from the date of issuance of the related series of notes. The prospectus supplement for your notes will describe the characteristics or selection criteria for any additional trust student loans.

Credit and Liquidity or other
Enhancement or Derivative
Arrangements

Credit or liquidity enhancement for any series of notes may include one or more items described under “Certain Information Regarding the Notes—Credit and Liquidity or Other Enhancement or Derivative Arrangements—General” in this prospectus.

If any credit or liquidity enhancement applies to an issuing entity or any of the notes issued by that issuing entity, the related prospectus supplement will describe the specific enhancement as well as the conditions for their application.  A credit or liquidity enhancement may have limitations and exclusions from coverage.  If applicable, the related prospectus supplement will describe these limitations or exclusions. See “Certain Information Regarding the Notes—Credit and Liquidity or other Enhancement or Derivative Arrangements” in this prospectus.

Purchase Agreements

For each issuing entity, the depositor will acquire the related student loans under one or more purchase agreements.  The depositor will assign its rights under the purchase agreements related to FFELP student loans to the issuing entity or the eligible lender trustee, on behalf of the issuing entity, as applicable.  The issuing entity will further assign these rights to the indenture trustee as collateral for the notes.  See “Transfer Agreements” in this prospectus.

Sale Agreements

The depositor will sell the trust student loans to the issuing entity under a sale agreement.  The eligible lender trustee will hold legal title to those trust student loans that are FFELP student loans.  The issuing entity will assign its rights under the sale agreement to the indenture trustee as collateral for the notes.  See “Transfer Agreements” in this prospectus.

Servicing Agreements

The servicer will enter into one or more servicing agreements covering the student loans held by each issuing entity.  Under the servicing agreement, the servicer will be responsible for servicing, managing, maintaining custody of, and making collections on the trust student loans.  In addition, for trust student loans that are FFELP student loans, the servicer will file with the U.S. Department of Education and the guarantors all appropriate claims to collect interest subsidy payments, special allowance payments and guarantee payments owed on those student loans.  See “Servicing and Administration” in this prospectus.

The servicer will enter into a sub-servicing agreement with the sub-servicer.  Under the sub-servicing agreement, the sub-servicer will agree to perform some or most all of the obligations of the servicer under the servicing agreement.  The servicing agreement and the sub-servicing agreement are collectively referred to as the “servicing agreements.”

Servicing Fee

The servicer will receive a servicing fee specified in the related prospectus supplement.  The servicer will also receive reimbursement for expenses and charges, as specified in that prospectus supplement.  These amounts will be payable monthly.  The servicing fee and any portion of the servicing fee that remains unpaid from prior dates will be payable before any payments are made on the related notes unless any portion of the servicing fee is expressly subordinated to payments on the notes, as specified in the related prospectus supplement.  See “Servicing and Administration—Servicing Compensation” in this prospectus.

Administration Agreement

The Student Loan Corporation, in its capacity as administrator, will enter into a separate administration agreement with each issuing entity and the servicer.  Under each agreement, The Student Loan Corporation will undertake specific administrative duties for each issuing entity.  See “Servicing and Administration—Administration Agreement” in this prospectus.

Administration Fee

The administrator will receive an administration fee specified in the related prospectus supplement.  It also may receive reimbursement for expenses and charges, as specified in the related prospectus supplement.  These amounts will be payable before any payments are made on the related notes, as specified in the related prospectus supplement.  See “Servicing and Administration—Administration Agreement” in this prospectus.

Representations and Warranties of
the Depositor

Under the sale agreement for each issuing entity, the depositor, as the seller of the student loans to the issuing entity, will make specific representations and warranties to the issuing entity concerning the student loans.  The depositor will have an obligation to repurchase affected trust student loans if the noteholders are materially and adversely affected by a breach (individually or in the aggregate) of these representations or warranties, unless it cures the breach or reimburses the issuing entity within the period specified in the applicable prospectus supplement.  Alternatively, the depositor may substitute qualified substitute student loans rather than repurchase the affected loans.  Qualified substitute student loans are student loans that comply, on the date of substitution, with all of the representations and warranties made by the depositor in the sale agreement.  Qualified substitute studen t loans must also be substantially similar on an aggregate basis to the loans they are being substituted for with regard to the following characteristics:

·

principal balance;

·

status—in-school, grace, deferment, forbearance or repayment;

·

program type— FFELP student loans (Unsubsidized Stafford, Subsidized Stafford, PLUS, SLS or, Consolidation) or private credit student loans;

·

school type;

·

total return; and

·

remaining term to maturity.

Any required repurchase or substitution will occur no later than the date the next collection period ends after the applicable cure period has expired.

In addition, the depositor will have an obligation to reimburse the issuing entity for:

·

any shortfall between the balance of the qualified substitute student loans and the balance of the loans being replaced, together with any unamortized premium on the shortfall (based on the percentage premium paid by the depositor for the loans being replaced), and

·

any accrued interest not guaranteed by, or that is required to be refunded to, a guarantor and any program payments lost as a result of a breach of our representations and warranties.

See “Transfer Agreements—Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor” in this prospectus.

Representations and Warranties of
the Sellers under the Purchase
Agreements

In each purchase agreement, the related seller of the student loans will make representations and warranties to the depositor concerning the student loans covered by that purchase agreement.  These representations and warranties will be similar to the representations and warranties made by the depositor under the related sale agreement.  The related seller will have cure, repurchase, substitution and reimbursement obligations under the purchase agreement that match those of the depositor under the sale agreement.  These obligations may be transferred if certain conditions are satisfied.  See “Transfer Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in this prospectus.

Covenants of the Servicer

The servicer will agree to service the trust student loans in compliance with the servicing agreement and, if applicable, the Higher Education Act.  It will have an obligation to purchase from an issuing entity, or substitute qualified substitute student loans for, affected trust student loans if the noteholders are materially and adversely affected by a breach (individually or in the aggregate) of any covenant of the servicer concerning such student loans.  Any breach that relates to compliance with the Higher Education Act or the relevant loan program rules, or the requirements of a guarantor, but that does not affect that guarantor’s obligation to guarantee payment of a trust student loan, will not be considered to have a material adverse effect (for example, any breach by the servicer that is cured within the applicable grace period will not be considered to have a material adverse effect).

If the servicer does not cure a breach within the period specified in the applicable prospectus supplement, the purchase or substitution will be made no later than the date the next collection period ends after the applicable cure period has expired, or as described in the related prospectus supplement.

In addition, the servicer has an obligation to reimburse the issuing entity for:

·

any shortfall between the balance of the qualified substitute student loans and the balance of the loans being replaced, and

·

any accrued interest not guaranteed by, or that is required to be refunded to, a guarantor and any program payments lost as a result of a breach of the servicer’s covenants.

See “Servicing and Administration—Servicer Covenants” in this prospectus.

Optional Purchase

Subject to any limitations described in the related prospectus supplement, the servicer or another entity specified in that prospectus supplement may, at its option, purchase, or arrange for the purchase of, all remaining student loans owned by an issuing entity on any distribution date when the pool balance of the remaining student loans is 10% or less of the initial pool balance, together with the aggregate initial principal balances of all trust student loans acquired during any applicable pre-funding period, plus accrued interest to be capitalized as of the applicable cutoff dates, or the lesser percentage as set forth in the related prospectus supplement. The exercise of this purchase option will result in the early retirement of the notes issued by that issuing entity. See “The Student Loan Pools—Termination” in this prospectus.

Call Option and Collateral Call

If specified in the related prospectus supplement, the servicer or one of its affiliates specified in that prospectus supplement may exercise its option to call, in full, one or more classes of notes. If a class of notes has been called, it will either remain outstanding and be entitled to all interest and principal payments on that class of notes under the related indenture, or the servicer or its specified affiliate will deposit an amount into the collection account sufficient to redeem the specified class of notes, subject to satisfaction of the notice condition set forth in the related prospectus supplement. See “Description of the Notes—Call Option on the Notes” in this prospectus.  Each class of reset rate notes will be subject to a call option as described under “Certain Information Regarding the Notes—The Reset Rate Notes—Call Option.” In addition, if specifi ed in the related prospectus supplement and provided that the rating agency condition is satisfied, the servicer or one or more of its affiliates will have the right to purchase certain of the trust student loans in an amount sufficient to redeem one or more classes of notes. See “Description of the Notes—Collateral Call” in this prospectus.

Auction of Trust Assets

Subject to any limitations described in the related prospectus supplement, the indenture administrator may offer, or cause to be offered, for sale by auction all remaining trust student loans at the end of the collection period in which their aggregate pool balance is 10% or less of the initial pool balance, together with the aggregate initial principal balances of all trust student loans acquired during any applicable pre-funding period, plus accrued interest to be capitalized as of the applicable cutoff dates, or the lesser percentage as set forth in the related prospectus supplement. An auction will occur only if the entity with the optional purchase right has first waived its optional purchase right. The auction of the remaining trust student loans will result in the early retirement of the notes issued by that issuing entity. See “The Student Loan Pools—Termination” in this prospectus and
47;Summary of Terms—Auction of Trust Assets” in the related prospectus supplement.

U.S. Federal Income Tax
Considerations

On each closing date, SLC will receive an opinion of tax counsel that the issuing entity will not be treated as an association (or publicly traded partnership) taxable as a corporation.  Unless otherwise specified in the related prospectus supplement, SLC will receive an opinion of tax counsel that the notes will be treated as indebtedness for federal income tax purposes.

SLC and the issuing entity will treat the notes as indebtedness for federal income tax purposes.  By acquiring a note, you will agree to treat that note as indebtedness for federal income tax purposes.

See the discussion under the heading “Certain U.S. Federal Income Tax Considerations” in this prospectus and in the related prospectus supplement.

Certain ERISA Considerations

A fiduciary of any employee benefit plan or other retirement arrangement subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code of 1986, as amended, should carefully review with its legal advisors whether the plan’s purchase or holding of any class of notes could give rise to a transaction prohibited or otherwise impermissible under ERISA or Section 4975 of the Internal Revenue Code.  See “Certain ERISA Considerations” in this prospectus and in the related prospectus supplement.

Ratings

All of the notes will be rated in at least one of the four highest rating categories by at least two nationally recognized statistical rating organizations.  The related prospectus supplement will specify the ratings for the notes being issued.

RISK FACTORS

You should carefully consider the following risk factors in deciding whether to purchase any notes.  You should also consider the additional risk factors described in each prospectus supplement.  All of these risk factors could affect your investment in or return on the notes.

Because The Notes May Not Provide Regular or Predictable Payments, You May Not Receive The Return on Investment That You Expected

The notes may not provide a regular or predictable schedule of payments or payment on any specific date.  Accordingly, you may not receive the return on investment that you expected.

The Notes Are Not Suitable Investments For All Investors

The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, and tax consequences of an investment, as well as the interaction of these factors.  The notes, and in particular the subordinate notes, are not a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date.

If a Secondary Market For Your Notes Does Not Develop, The Value of Your Notes May Diminish

The notes will be a new issue without an established trading market.  While we intend to list the notes on a European exchange if specified in the related prospectus supplement, we do not intend to list the notes on any exchange in the United States.  We cannot assure you that listing on a European exchange will be accepted nor, in any event, that a secondary market for the notes will develop.  If a secondary market does not develop, the spread between the bid price and the asked price for your notes may widen, thereby reducing the net proceeds to you from the sale of your notes.

The Issuing Entity Will Have Limited Assets From Which To Make Payments On The Notes, Which May Result In Losses

The issuing entity will not have, nor will it be permitted to have, significant assets or sources of funds other than the trust student loans and the guarantee agreements, and if so provided in the related prospectus supplement, a reserve account, any other accounts established in the issuing entity’s name, any derivative contracts and other credit or liquidity enhancements.

Consequently, you must rely upon payments on the trust student loans from the borrowers and guarantors, and, if available, amounts on deposit in the trust accounts, amounts received from derivative counterparties and any other credit or liquidity enhancements to repay your notes.  If these sources of funds are insufficient to repay your notes, you may experience a loss on your investment.

Private Credit Student Loans May Have Greater Risk Of Default

Private credit student loans are made to students who may have higher debt burdens than student loan borrowers as a whole. Borrowers of private credit student loans typically have already borrowed up to the maximum annual or aggregate limits under FFELP student loans. As a result, borrowers of private credit student loans may be more likely than other student loan borrowers as a whole to default on their payments or have a higher rate of forbearances. Failures by borrowers to timely pay the principal and interest on their private credit student loans or an increase in deferrals or forbearances could affect the timing and amount of available funds for any collection period and adversely affect an issuing entity’s ability to pay principal and interest on your notes. In addition, the private credit student loans are not secured by any collateral of the borrowers and are not insured by any FFELP guarantee agency or by any gove rnmental agency. Consequently, if a borrower defaults on a private credit student loan, you will bear the risk of loss to the extent that the reserve account or other specified credit enhancement for your notes is insufficient or unavailable to cover that default.

Interests Of Other Persons In Private Credit Student Loans Could Be Superior To An Issuing Entity’s Interest, Which May Result In Reduced Payments On Your Notes

Another person could acquire an interest in a private credit student loan that is superior to an issuing entity’s interest in that student loan because the promissory notes evidencing private credit student loans will not be segregated or marked as belonging to an issuing entity and will not be held by a third-party custodian on behalf of the indenture trustee. The seller will cause financing statements to be filed with the appropriate governmental authorities to perfect an issuing entity’s interest in the related private credit student loans. The servicer will also mark its books and records accordingly. However, the servicer will continue to hold the promissory notes evidencing private credit student loans. If another party purchases (or takes a security interest in) one or more private credit student loans for new value in the ordinary course of business and obtains possession of those promissory notes evidencing pr ivate credit student loans without actual knowledge of the issuing entity’s interests, the new purchaser (or secured party) will acquire an interest in those private credit student loans superior to the interest of the applicable issuing entity.

Risk Of Default By Private Guarantors or Insurers

If a private guarantor or insurer defaults on its guarantee or surety obligations, you will rely solely on payments from the related borrower for payments on the related private guaranteed loan. In these circumstances, you will bear the risk of loss resulting from the failure of any borrower of a private guaranteed or insured student loan to the extent this loss is not covered by the limited credit enhancement provided in the financing structure for your notes.

If Borrowers Default On The Student Loans, You May Suffer a Delay in Payments or Losses on Your Notes

FFELP student loans owned by an issuing entity that are first disbursed on or after July 1, 2006 and prior to October 1, 2012 are only 97% reimbursed and those first disbursed prior to such date are only 98% reimbursed.  If a borrower defaults on a trust student loan that is only 98% or 97% reimbursed, the related issuing entity will experience a loss of approximately 2% or 3% as applicable, of the outstanding principal and accrued interest on that student loan.  If defaults occur on the trust student loans and the credit enhancement described in the related prospectus supplement is insufficient, you may suffer a delay in payments or losses on your notes.

If A Guarantor Of The FFELP Student Loans Experiences Financial Deterioration Or Failure, You May Suffer Delays In Payments Or Losses On Your Notes

All of the FFELP student loans will be unsecured.  As a result, the primary security for payment of a FFELP student loan is the guarantee provided by the applicable guarantor.  FFELP student loans acquired by each issuing entity will be subject to guarantee agreements with a number of individual guarantors.  A deterioration in the financial status of a guarantor and its ability to honor guarantee claims could result in a failure of that guarantor to make its guarantee payments to the eligible lender trustee in a timely manner.  

A FFELP guarantor’s financial condition and ability to honor guarantee claims could be adversely affected by a number of factors including:

·

the amount of claims made against that guarantor as a result of borrower defaults;

·

the amount of claims reimbursed to that guarantor from the U.S. Department of Education, which range from 75% to 100% of the guaranteed portion of the loan depending on the date the loan was first disbursed or, in certain circumstances, the date on which the claim was filed and the historical performance of the guarantor; and

·

changes in legislation that may reduce expenditures from the U.S. Department of Education that support federal guarantors or that may require guarantors to pay more of their reserves to the U.S. Department of Education.

If the financial condition of a guarantor or surety deteriorates, it may fail to make guarantee payments in a timely manner, or at all.  In that event, you may suffer delays in payment or losses on your notes.

The U.S. Department Of Education’s Failure To Make Reinsurance Payments May Negatively Affect The Timely Payment Of Principal And Interest On Your Notes

If a FFELP guarantor is unable to meet its guarantee obligations, the issuing entity may submit claims directly to the U.S. Department of Education for payment. The U.S. Department of Education’s obligation to pay guarantee claims directly is dependent upon its determination that the guarantor is unable to meet its guarantee obligations. If the U.S. Department of Education delays in making this determination, you may suffer a delay in the payment of principal and interest on your notes. In addition, if the U.S. Department of Education determines that the FFELP guarantor is able to meet its guarantee obligations, the U.S. Department of Education will not make guarantee payments to the issuing entity. The U.S. Department of Education may or may not make the necessary determination that the guarantor is unable to meet its guarantee obligations. Even if the U.S. Department of Education determines that the guarantor is unable t o meet its guarantee obligations, it may or may not make the ultimate payment of the guarantee claims in a timely manner. This could result in delays or losses on your investment.

You Will Bear Prepayment And Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control

A borrower may prepay a student loan in whole or in part at any time.  The rate of prepayments on the student loans may be influenced by a variety of economic, social, competitive and other factors, including changes in interest rates, the availability of alternative financings and the general economy.  In addition, an issuing entity may receive unscheduled payments due to defaults and to purchases by the servicer or the depositor.  Because a pool may include thousands of student loans, it is impossible to predict the amount and timing of payments that will be received and paid to noteholders in any period.  Consequently, the length of time that your notes are outstanding and accruing interest may be shorter than you expect.

On the other hand, the trust student loans may be extended as a result of grace periods, deferment periods and, under some circumstances, forbearance periods.  This may lengthen the remaining term of the student loans and delay principal payments to you.  In addition, the amount available for distribution to you will be reduced if borrowers fail to pay timely the principal and interest due on the trust student loans.  Consequently, the length of time that your notes are outstanding and accruing interest may be longer than you expect.

Any optional purchase right, any provision for the auction of the student loans, and, if applicable, the possibility that any pre-funded amount may not be fully used to purchase additional student loans create additional uncertainty regarding the timing of payments to noteholders.

The effect of these factors is impossible to predict.  To the extent they create reinvestment risk, you will bear that risk.

You May Be Unable To Reinvest Principal Payments At The Yield You Earn On The Notes

Asset-backed securities usually produce increased principal payments to investors when market interest rates fall below the interest rates on the collateral—student loans in this case—and decreased principal payments when market interest rates rise above the interest rates on the collateral.  As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing lower yields than the yield on the notes.  Similarly, you are likely to receive less money to reinvest when other investments generally are producing higher yields than the yield on the notes.

A Failure To Comply With Student Loan Origination And Servicing Procedures Could Jeopardize Guarantor, Interest Subsidy And Special Allowance Payments On The Student Loans, Which May Result In Delays In Payment Or Losses On Your Notes

The rules under which the trust student loans were originated, including the Higher Education Act or the program rules and surety agreements for private credit student loans, require lenders making and servicing student loans and the guarantors, if any, guaranteeing those loans to follow specified procedures, including due diligence procedures, to ensure that the student loans are properly made, disbursed and serviced.

Failure to follow these procedures may result in:

·

the U.S. Department of Education’s refusal to make reinsurance payments to the applicable guarantor or directly to the lender in the event the Department of Education has determined that the guarantor is unable to meet its guarantee obligations or to make interest subsidy payments and special allowance payments on the trust student loans that are FFELP student loans; or

·

the guarantors’ or sureties’ inability or refusal to make guarantee or insurance payments on the trust student loans; and

·

in the case of a final and binding determination by the Department of Education that due diligence in the collection of the trust student loans was not observed, the Department of Education’s refusal to make any, or a reduction in the amount of, interest subsidy payments, special allowance payments or other guaranteed amounts with respect to the trust student loans.

Loss of any loan program payments could adversely affect the amount of available funds and the issuing entity’s ability to pay principal and interest on your notes.

The Inability Of The Depositor Or The Servicer To Meet Its Repurchase Obligation May Result In Losses On Your Notes

Under some circumstances, the issuing entity has the right to require the depositor or the servicer to purchase or provide the issuing entity with a substitute for a trust student loan.  This right arises generally if a breach of the representations, warranties or covenants of the depositor or the servicer, as applicable, has a material adverse effect (individually or in the aggregate) on the noteholders and if the breach is not cured or the issuing entity is not reimbursed within the applicable cure period.  We cannot guarantee you, however, that the depositor or the servicer will have the financial resources to make a purchase or substitution.  In this case, you will bear any resulting loss.

Subordination Of Some Classes Of Notes Results In A Greater Risk Of Losses Or Delays In Payment On Those Notes

Some classes of notes may be subordinate to other classes of the related series.  As long as a senior class of notes is outstanding, the failure to pay interest or principal on any classes of notes subordinate to that senior class will not constitute an event of default.  Consequently, holders of some classes of notes may bear a greater risk of losses or delays in payment.  The prospectus supplement will describe the nature and the extent of any subordination.

The Notes May Be Repaid Early Due To An Auction Sale Or The Exercise Of The Purchase Option.  If This Happens, Your Yield May Be Affected And You Will Bear Reinvestment Risk

The notes may be repaid before you expect them to be if:

·

the indenture administrator successfully conducts an auction sale; or

·

the servicer or other applicable entity exercises its option to purchase all the trust student loans.

Either event would result in the early retirement of the notes outstanding on that date.  If this happens, your yield on the notes may be affected.  You will bear the risk that you cannot reinvest the money you receive in comparable notes at an equal yield.

The Principal Of The Student Loans May Amortize Faster Because Of Incentive Programs

Various incentive programs may be made available to borrowers by the sellers of the student loans.  One of SLC’s incentive programs allows for interest rate reductions to borrowers who elect to have their installments deducted automatically from their bank accounts.  Another of SLC’s incentive programs provides an interest rate reduction to borrowers who, starting with their first installment, pay a specified number of installments on time and in succession.  This benefit is lost if a borrower is delinquent with respect to any subsequent installment.   If these benefits or other benefits like these are made available to borrowers with trust student loans, the principal of the affected trust student loans may amortize faster than anticipated.  For each series of notes, the related prospectus supplement will specify the terms of the incentive programs in effect for the trust student loans.

Payment Offsets By FFELP Student Loan Guarantors Or The U.S. Department Of Education Could Prevent The Issuing Entity From Paying You The Full Amount Of The Principal And Interest Due On Your Notes

The eligible lender trustee may use the same U.S. Department of Education lender identification number for FFELP student loans in an issuing entity as it uses for other FFELP student loans it holds on behalf of other issuing entities established by us. If it does, the billings submitted by the eligible lender trustee or the servicer to the U.S. Department of Education (for items such as special allowance payments or interest subsidy payments) and the claims submitted to the guarantors will be consolidated with the billings and claims for payments for trust student loans under other issuing entities using the same lender identification number. Payments on those billings by the U.S. Department of Education as well as claim payments by the applicable guarantors will be made to the eligible lender trustee, or to the servicer on behalf of the eligible lender trustee, in a lump sum. Those payments must be allocated by the administrator among the various issuing entities that reference the same lender identification number.

If the U.S. Department of Education or a guarantor determines that the eligible lender trustee owes it a liability on any trust student loan, including loans it holds on behalf of the issuing entity for your notes or other issuing entities, the U.S. Department of Education or the applicable guarantor may seek to collect that liability by offsetting it against payments due to the eligible lender trustee under the terms of the issuing entity. Any offsetting or shortfall of payments due to the eligible lender trustee could adversely affect the amount of available funds for any collection period and thus the issuing entity’s ability to pay you principal and interest on the notes.

The servicing agreement for your notes and other servicing agreements of the depositor will contain provisions for cross-indemnification concerning those payments and offsets. Such provisions require one entity to compensate the other or accept a lesser payment to the extent the latter has been assessed for the liability of the former. Even with cross-indemnification provisions, however, the amount of funds available to the issuing entity from indemnification would not necessarily be adequate to compensate the issuing entity and investors in the notes for any previous reduction in the available funds.

A Servicer Default May Result In Additional Costs, Increased Servicing Fees By A Substitute Servicer Or A Diminution In Servicing Performance, Any Of Which May Have An Adverse Effect On Your Notes

If a servicer default occurs, the indenture trustee or the noteholders in a given series of notes may remove the servicer without the consent of the issuing entity or the eligible lender trustee, as applicable.  Only the indenture trustee or the noteholders, and not the issuing entity or the eligible lender trustee, as applicable, have the ability to remove the servicer if a servicer default occurs.  In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:

·

the cost of the transfer of servicing to the successor,

·

the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement, or

·

the servicing fees charged by the successor.

In addition, the noteholders have the ability, with some exceptions, to waive defaults by the servicer.

Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the trust student loans and a failure by the servicer to comply with the requirements of the U.S. Department of Education with respect to FFELP student loans could lead to loss of interest and/or the guarantee.

The Bankruptcy Of The Servicer Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes

In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the trust student loans may occur. Any delay in the collection of payments on the trust student loans may delay or reduce payments to noteholders.

The Bankruptcy Of The Depositor Or The Student Loan Corporation Could Delay Or Reduce Payments On Your Notes

We have taken steps to assure that the voluntary or involuntary application for relief by SLC, or any other applicable seller, under the United States Bankruptcy Code or other insolvency laws will not result in consolidation of the assets and liabilities of the depositor with those of SLC or the other sellers.  However, we cannot guarantee that our activities will not result in a court concluding that our assets and liabilities should be consolidated with those of SLC or any other seller in a proceeding under any insolvency law.  If a court were to reach this conclusion or a filing were made under any insolvency law by or against us, or if an attempt were made to litigate this issue, then delays in distributions on the notes or reductions in these amounts could result.

SLC, any other sellers of the student loans and the depositor intend that each transfer of student loans to the depositor will constitute a true sale.  If a transfer constitutes a true sale, the student loans and their proceeds would not be property of SLC or any other sellers should any such seller become the subject of any insolvency proceeding.

If SLC or any other seller were to become subject to an insolvency proceeding, and a creditor, a trustee-in-bankruptcy or the seller itself were to take the position that the sale of student loans from the related seller to the depositor should instead be treated as a pledge of the student loans to secure a borrowing of that seller, delays in payments on the notes could occur.  In addition, if the court ruled in favor of this position, reductions in the amounts of these payments could result.

If the transfer of student loans by SLC or any other seller to the depositor is treated as a pledge instead of a sale, a tax or government lien on the property of that seller that arises before the transfer of those student loans to us may have priority over the applicable issuing entity’s interest in the student loans.

The Indenture Trustee May Have Difficulty Liquidating Student Loans After An Event Of Default

Generally, if an event of default occurs under an indenture, the indenture trustee may sell the related trust student loans without the consent of the noteholders (but only in the event that there has been a payment default on a class of senior notes, and in all other cases, if the purchase price received from the sale of the trust student loans is sufficient to repay all related noteholders in full).  However, the indenture trustee may not be able to find a purchaser for the trust student loans in a timely manner or the market value of those loans may not be high enough to make noteholders whole.

The Federal Direct Student Loan Program Could Result In Reduced Revenues For The Servicer And The Guarantors

The federal direct student loan program, established under the Higher Education Act, may result in reductions in the volume of loans made under FFELP.  If so, the servicer may experience increased costs due to reduced economies of scale.  These cost increases could reduce the ability of the servicer to satisfy its obligations to service the trust student loans that are FFELP student loans.  This increased competition from the federal direct student loan program could also reduce revenues of the guarantors that would otherwise be available to pay claims on defaulted FFELP student loans.  The level of demand currently existing in the secondary market for loans made under FFELP could be reduced, resulting in fewer potential buyers of the FFELP student loans and lower prices available in the secondary market for those loans.  The Department of Education also has implemented a direct consolidation loan progr am, which may reduce the volume of loans outstanding under FFELP and result in prepayments of FFELP student loans held by the issuing entity.

Future Changes to the Higher Education Act and Future Legislative Actions May Adversely Affect The FFELP Student Loans, the Guarantee Agencies, the Depositor, SLC, or the Other Sellers and, Accordingly, Adversely Affect Your Notes

The provisions of the Higher Education Act governing the Federal Family Education Loan Program are periodically amended and must be reauthorized every five years in order to prevent sunset of the Higher Education Act.  The Federal Family Education Loan Program has been recently reauthorized through 2014 by the Higher Education Opportunity Act of 2008 and various changes have been made in recent years, including changes to loan limits, interest rates, guarantee percentages and consolidation loans.

The Higher Education Act or other relevant federal or state laws, rules and regulations may be amended or modified in the future in a manner, including as part of any reauthorization of the Higher Education Act, that could adversely affect the federal student loan programs as well as the FFELP student loans and the financial condition of the guarantee agencies. Among other things, the level of guarantee payments may be adjusted from time to time. Future changes could affect the ability of SLC, the other sellers, the depositor or the servicer to satisfy their obligations to purchase or substitute student loans.  Future changes could also have a material adverse effect on the revenues received by the guarantee agencies that are available to pay claims on defaulted FFELP student loans in a timely manner.  We cannot predict whether any changes will be adopted or, if adopted, what impact those changes would have on any iss uing entity or the notes that it issues.

Funds for payment of interest subsidies and other payments under FFELP are subject to annual budgetary appropriation by Congress. Federal budget legislation has in the past contained provisions that restricted payments made under FFELP to achieve reductions in federal spending. Future federal budget legislation may adversely affect expenditures by the U.S. Department of Education, and the financial condition of the guarantee agencies.

It is not possible to predict the effects of any future changes to the Higher Education Act or any other future legislation on the FFELP student loans, the guarantee agencies, the depositor, SLC, the other sellers, any issuing entity or the notes that it issues.

The Use Of Master Promissory Notes May Compromise The Indenture Trustee’s Security Interest In Certain FFELP Student Loans

Beginning for loans disbursed on or after July 1, 1999, a master promissory note may evidence any Federal Stafford student loan made to a borrower under FFELP.  The master promissory note may be used for Federal PLUS Loans for loans disbursed beginning on or after July 1, 2003, and must be used for all Federal PLUS Loans for loans disbursed beginning on or after July 1, 2004, or for any Federal PLUS Loan certified on or after July 1, 2004, regardless of the loan period.  If a master promissory note is used, a borrower executes only one promissory note with each lender.  Subsequent FFELP student loans from that lender are evidenced by a confirmation sent to the student.  Therefore, if a lender originates multiple FFELP student loans to the same student, all the student loans are evidenced by a single promissory note.

Under the Higher Education Act, each student loan made under a master promissory note may be sold independently of any other FFELP student loan made under that same master promissory note.  Each FFELP student loan is separately enforceable on the basis of an original or copy of the master promissory note.  Also, a security interest in these student loans may be perfected either through the secured party taking possession of the original or a copy of the master promissory note, or the filing of a financing statement.  Prior to the master promissory note, each student loan made under FFELP was evidenced by a separate note.  Assignment of the original note was required to effect a transfer and possession of a copy did not perfect a security interest in the loan.

Federal consolidation loans are not originated with master promissory notes. Each of those loans are made under standard loan applications and promissory notes required by the U.S. Department of Education.

It is possible that FFELP student loans transferred to an issuing entity may be originated under a master promissory note.  If the servicer were to deliver a copy of the master promissory note, in exchange for value, to a third party that did not have knowledge of the indenture trustee’s lien, that third party may also claim an interest in the FFELP student loan.  It is possible that the third party’s interest could be prior to or on a parity with the interest of the indenture trustee.

A Decline In The Financial Health Of A Derivative Product Provider Could Reduce The Amount Of Funds Available To Pay Principal And Interest On Your Notes

Our ability to make principal and interest payments on the notes may be affected by the ability of a derivative product provider to meet its payment obligation under a derivative product, such as an interest rate cap agreement or a swap. Developing an effective strategy for dealing with movements in interest rates is complex, and no strategy can completely insulate an issuing entity from risks associated with interest rate fluctuations. As a result, there can be no assurance that the derivative product agreement will effectively mitigate interest rate exposure.

The Notes May Be Issued Only In Book-Entry Form

We expect that each class of notes of each series will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company, and will not be registered in your name or the name of your nominee.  If we elect to issue definitive notes registered in the name of the holder for a class or series of the notes, we will so state in the related prospectus supplement. Unless and until definitive notes are issued, holders of the notes will not be recognized by the indenture trustee or the indenture administrator as registered owners as that term is used in the related indenture.  Unless and until definitive notes are issued, holders of the notes will only be able to exercise the rights of registered owners indirectly through The Depository Trust Company and its participating organizations.  See “Certain Information Regarding the Notes—B ook-Entry Registration” in this prospectus.

Withdrawal Or Downgrade Of Initial Ratings May Decrease The Prices Of Your Notes

The prospectus supplement for your notes will specify the minimum required ratings for the notes.  The rating of notes is not a recommendation to buy, sell or hold those notes.  Similar ratings on different types of securities do not necessarily mean the same thing.  You should analyze the significance of each rating independently from any other rating.  A rating agency may revise, withdraw or qualify its rating at any time if it believes circumstances have changed.  A subsequent downward change in rating is likely to decrease the price a subsequent purchaser will be willing to pay for your notes.

Certain Actions Can Be Taken Without Noteholder Approval

The transaction documents provide that certain actions may be taken based upon receipt by the indenture trustee of confirmation from each of the rating agencies then rating the notes that the then current ratings assigned by those rating agencies will not be impaired by those actions.

The United States Military Build-Up May Result In Delayed Payments From Borrowers Called To Active Military Service

The recent build-up of the United States military has increased the number of citizens who are in active military service. The Servicemembers Civil Relief Act, as amended, or the Relief Act, was signed into law by the President on December 19, 2003 and updates and replaces the Solders’ and Sailors’ Civil Relief Act of 1940. The Relief Act limits the ability of a lender under FFELP to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional three month period thereafter. In addition, the U.S. Department of Education has issued guidelines that would extend the in-school status, in school deferment status, grace period status or forbearance status of certain borrowers ordered to active duty.  The Ensuring Continued Access to Student Loan Act of 2008 made the six percent interest rate limitation provided for by the Servicemembers Civil Relief Act applicable to federal loans.

We do not know how many FFELP student loans have been or may be affected by the application of the Relief Act and the U.S. Department of Education’s guidelines. Payments on FFELP student loans acquired by us may be delayed as a result of these requirements, which may reduce the funds available to us to pay principal and interest on the notes.

The Higher Education Relief Opportunities for Students Act of 2003 (the “HEROES Act of 2003”) authorizes the Secretary of the Department of Education (the “Secretary”), to waive or modify any statutory or regulatory provisions applicable to student financial aid programs under Title IV of the Higher Education Act as the Secretary deems necessary to ensure that FFELP student loan borrowers who: are serving on active military duty during a war or other military operation or national emergency, are serving on National Guard duty during a war or other military operation or national emergency, reside or are employed in an area that is declared by any federal, state, or local official to be a disaster area in connection with a national emergency, or suffered direct economic hardship as a direct result of war or other military operation or national emergency, as determined by the Secretary, to ensure that such recipien ts of federal student financial assistance are not placed in a worse financial position in relation to that assistance, to ensure that administrative requirements in relation to that assistance are minimized, to ensure that calculations used to determine need for such assistance accurately reflect the financial condition of such individuals, to provide for amended calculations of overpayment, and to ensure that institutions of higher education, eligible lenders, guarantee agencies and other entities participating in those student financial aid programs that are located in, or whose operations are directly affected by, areas that are declared to be disaster areas by any federal, state or local official in connection with a national emergency may be temporarily relieved from requirements that are rendered infeasible or unreasonable.  The Secretary was given this same authority under Public Law 107-122, signed by the President on January 15, 2001 but the Secretary has yet to use this authority to prov ide specific relief to servicepersons with FFELP student loan obligations who are called to active duty.

The number and aggregate principal balance of FFELP student loans that may be affected by the application of the HEROES Act of 2003 is not known at this time.  Accordingly, payments received by us on financed FFELP student loans made to a borrower who qualifies for such relief may be subject to certain limitations.  If a substantial number of borrowers of the financed FFELP student loans become eligible for the relief provided under the HEROES Act of 2003, there could be an adverse effect on the total collections on the financed FFELP student loans and our ability to pay interest in the notes if there are insufficient funds in the reserve account.

Consumer Protection Laws May Affect Enforceability Of Private Credit Student Loans

Numerous federal and state consumer protection laws, including various state usury laws and related regulations, impose substantial requirements upon lenders and servicers involved in consumer finance. Some states impose finance charge ceilings and other restrictions on certain consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liability that could affect an assignee’s ability to enforce consumer finance contracts such as the private credit student loans. In addition, the remedies available to the indenture trustee or the applicable noteholders upon an event of default under the indenture may not be readily available or may be limited by applicable state and federal laws.

Risk of Bankruptcy Discharge of Private Credit Student Loans

Student loans are generally not dischargeable by a borrower in bankruptcy; however, they can become dischargeable if the borrower proves that keeping the loans non-dischargeable would impose an undue hardship on the debtor and the debtor’s dependents. If you own any notes issued by an issuing entity relating to private credit student loans that do not have the benefit of a guarantee, you will bear any risk of loss resulting from the discharge of any borrower of those private credit student loans to the extent the amount of the default is not covered by the issuing entity’s credit enhancement.

In The Event Of An Early Termination Of A Swap Agreement Due To Certain Swap Termination Events, An Issuing Entity May Be Required To Make A Large Termination Payment To Any Related Swap Counterparty

To the extent described in the related prospectus supplement, when a class of notes bears interest at a fixed rate, an issuing entity may enter into one or more interest rate swap agreements to hedge basis risk. If at any time a class of notes is denominated in a currency other than U.S. Dollars, the issuing entity will be required to enter into one or more currency swap agreements with eligible swap counterparties to hedge against currency risk.

A swap agreement generally may not be terminated except upon the occurrence of enumerated termination events set forth in the applicable swap agreement which will be described in the related prospectus supplement. Depending on the reason for the termination, however, a swap termination payment may be due from either the issuing entity or the related swap counterparty.

If a termination event under any of these swap agreements occurs and the issuing entity owes the related swap counterparty a large termination payment that is required to be paid pro rata with interest due to the related notes, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal, and the holders of all classes of notes may suffer a loss.

Your Notes Will Have Greater Risk If An Interest Rate Swap Agreement Terminates

If on any distribution date a payment is due to the issuing entity under an interest rate swap agreement, but the related swap counterparty defaults and the administrator is unable to arrange for a replacement swap agreement, holders of those notes will remain entitled to the established rate of interest and principal, even though the related swap agreement has terminated.  If this occurs, amounts available to make payments on the related notes will be reduced to the extent the interest rates on those notes exceed the rates that the issuing entity would have been required to pay to the swap counterparty under the terminated interest rate swap agreement.  In this event, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of notes and you may suffer a loss.

Your Notes Will Have Greater Risk If A Currency Swap Agreement Terminates

To the extent described in the related prospectus supplement, when a class of notes is to be denominated in a currency other than U.S. Dollars, the issuing entity will enter into one or more currency swap agreements with eligible swap counterparties to hedge against currency exchange and basis risks.  The currency swap agreements will be intended to convert:

·

principal and interest payments on the related class of notes from U.S. Dollars to the applicable currency; and

·

the interest rate on the related class of notes from a LIBOR-based rate to a fixed or floating rate payable in the applicable currency.

Among other events, a currency swap agreement may terminate in the event that either:

·

the issuing entity or the related swap counterparty defaults in making a required payment within three business days of the date that payment was due; or

·

within 30 calendar days of the date on which the credit ratings of that swap counterparty fall below the required ratings, the related swap counterparty fails to:

·

obtain a replacement cross-currency swap agreement with terms substantially the same as the initial currency swap agreement;

·

obtain a rating affirmation on the notes; or

·

post collateral in accordance with a collateral agreement between the parties or establish another arrangement satisfactory to the applicable rating agencies.

Upon an early termination of any currency swap agreement, you cannot be certain that the issuing entity will be able to enter into a substitute currency swap agreement with similar currency exchange terms. If the issuing entity is not able to enter into a substitute currency swap agreement, there can be no assurance that the amount of credit enhancement will be sufficient to cover the currency risk and the basis risk associated with a class of notes denominated in a currency other than U.S. Dollars.

In addition, the issuing entity may owe the related swap counterparty swap termination payments that are required to be paid pro rata with the related classes of notes. In this event, there can be no assurance that the amount of credit enhancement will be sufficient to cover the swap termination payments and payments due on your notes and you may suffer loss.

If any currency swap counterparty fails to perform its obligations or if the related currency swap agreement is terminated, the issuing entity will have to exchange U.S. Dollars for the applicable currency during the applicable reset period at an exchange rate that may not provide sufficient amounts to make payments of principal and interest to all of the notes in full, including as a result of the inability to exchange U.S. Dollar amounts then on deposit in any related accumulation account for the applicable currency. Moreover, there can be no assurance that the spread between LIBOR and any applicable non-U.S. Dollar currency index will not widen. As a result, if a currency swap agreement is terminated and the issuing entity is not able to enter into a substitute currency swap agreement, all of the notes bear the resulting currency risk and spread risk.

In addition, if a payment is due to the issuing entity under a currency swap agreement, a default by the related swap counterparty may reduce the amount of available funds for any collection period and thus impede the issuing entity’s ability to pay principal and interest on your class of notes.

If The Holder Of A Call Option Or Collateral Call Exercises Its Right, You May Not Be Able To Reinvest In A Comparable Note

If specified in the related prospectus supplement, the servicer will have, or may transfer to certain of its affiliates, the option to call, in full, one or more classes of notes. If this option is exercised, the affected class of notes will either remain outstanding and be entitled to all of the benefits of the related indenture, or the servicer or its specified affiliate will deposit an amount into the collection account sufficient to redeem the affected class of notes, subject to satisfaction of the notice condition set forth in the related prospectus supplement. In addition, if specified in the related prospectus supplement and subject to satisfaction of the related notice condition, the servicer or one or more of its affiliates will have the right to purchase certain of the trust student loans in an amount sufficient to redeem one or more classes of notes. If the note call option or collateral call option is exercised with respect to your class of notes, you will receive a payment of principal equal to the outstanding principal balance of your notes, less any amounts distributed to you by the issuing entity as a payment of principal on the related distribution date, plus all accrued and unpaid interest on that distribution date, but you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield.

The Interest Rates On Any Auction Rate Notes Are Subject To Limitations, Which Could Reduce Your Yield

The interest rates on the auction rate notes may be limited by the maximum rate, which will be based on the least of the maximum auction rate, the maximum interest rate, generally 18% per annum, or, in certain circumstances, the student loan rate, which is based on the rates of return on the trust student loans, less specified administrative costs.  If, for any accrual period, the maximum rate is less than the auction rate determined in accordance with the auction procedures, interest will be paid on the auction rate notes at the maximum rate even though there may be sufficient available funds to pay interest at the auction rate.

For a distribution date on which the interest rate for a class of auction rate notes is equal to the student loan rate, the excess of (a) the lower of (1) the amount of interest at the auction rate determined pursuant to the auction procedures for the auction rate notes and (2) the amount of interest at the maximum auction rate which would have been applied if the student loan rate were not a component of the maximum auction rate over (b) the student loan rate will become a carryover amount, and will be allocated to the applicable notes on succeeding distribution dates, and paid on the succeeding distribution date, only to the extent that there are funds available for that purpose and other conditions are met.  It is possible that such carryover amount may never be paid.  Any carryover amount not paid at the time of redemption of an auction rate note will be extinguished.

If A Currency Swap Agreement Terminates, Additional Interest Will Not Be Paid

To the extent described in the related prospectus supplement, a currency swap agreement supporting payment of reset rate notes denominated in a currency other than U.S. Dollars may provide for the payment to all reset rate noteholders of approximately two business days of interest at the applicable rate resulting from a required delay in the payment of reset date remarketing proceeds through Euroclear and Clearstream. If a currency swap agreement is terminated, however, the issuing entity, in turn, will make payments in respect of those reset rate notes, but will not make payments for those additional days of interest resulting from the required delay in the payment of reset date remarketing proceeds through Euroclear and Clearstream.

Even If You Do Not Receive Timely Notices, You Will Be Deemed To Have Tendered Your Reset Rate Notes

Unless notice of the exercise of the call option described below has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to each remarketing terms determination date, will inform DTC, Euroclear and Clearstream, as applicable, of the identity of the remarketing agents, whether that class of notes is subject to automatic tender on the upcoming reset date, unless a holder elects not to tender its reset rate notes, or whether that class of notes is subject to mandatory tender by all of the holders.  The administrator also will request that DTC, Euroclear and Clearstream, as applicable, notify its participants of the contents of such notice given to DTC, Euroclear and Clearstream, as applicable, inform them of the notices to be given on the remarketing terms determination date and the spread determination date and the procedures that must be followed if any beneficial owner of r eset rate notes wishes to retain its notes or inform them of any procedures to be followed in connection with a mandatory tender of those notes.

Due to the procedures used by the clearing agencies and the financial intermediaries, however, holders of beneficial interests in any class of reset rate notes may not receive timely notifications of the reset terms for any reset date.  Despite this potential delay in the distribution of such notices by the related clearing agencies, even though you may not receive a copy of the notice to be delivered on the related remarketing terms determination date, you will be deemed to have tendered your class unless the remarketing agents have received a hold notice, if applicable, from you on or prior to the related notice date.

If Investments In An Accumulation Account Do Not Perform As Anticipated, Your Notes May Be Downgraded Or You May Suffer A Loss

During any reset period when an accumulation account is being maintained for a class of reset rate notes, the administrator, on behalf of the issuing entity, will invest any funds on deposit in that accumulation account in eligible investments, as defined in the indenture.  Eligible investments include, among other things, asset-backed securities and repurchase obligations under repurchase agreements entered into with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof, that satisfy the applicable minimum rating requirements set by the applicable rating agencies and have an expected maturity at least one business day before the next reset date for the related class of reset rate notes.

There can be no assurance that these investments will not default or that they will always retain their initial ratings.  Any downgrade in these investments would also likely reduce the market value of such investments. In this event, if the administrator were to have the issuing entity sell such investments prior to their maturity, whether to minimize potential future losses or for any other reason, or if the indenture trustee were to liquidate such investments following an event of default and an acceleration of your notes, you may suffer a loss. Furthermore, there is no certainty that these investments will pay interest and principal at the rates, at the times or in the full amounts owed.  As a result, it is possible that, absent sufficient cash flow from the assets of the issuing entity, other than the accumulation account, to offset these losses, you could suffer a loss on your notes.

In The Event That Sums Are Deposited Into A Supplemental Interest Account Or An Investment Reserve Account, Principal Payments To Subordinated Noteholders May Be Delayed, Or Subordinated

On and after the date on which the senior notes have been paid in full, or on and after any earlier date described in the related prospectus supplement, your subordinated notes may be entitled to principal distributions.  However, if amounts on deposit in an accumulation account for a class of reset rate notes bearing interest at a fixed rate become sufficiently large, it is possible that required deposits into the related supplemental interest account may result in a shortage of available funds, and principal would not be paid to you on that or succeeding distribution dates until there are sufficient available funds.

In addition, amounts required to be deposited into a related investment reserve account will be funded on each applicable distribution date, in satisfaction of the notice condition set forth in the related prospectus supplement, subject to a maximum amount, prior to any distributions of principal to the subordinated notes. If there are insufficient available funds following any such deposit, principal payments to your subordinated notes may be delayed.

In addition, if amounts withdrawn from the investment reserve account are insufficient to offset losses on eligible investments, and there are insufficient available funds to both replenish the related accumulation account and make payments of principal to the subordinated noteholders, you may suffer a loss.

If The Holder Of The Call Option On the Reset Rate Notes Exercises The Call Option, You May Not Be Able To Reinvest In A Comparable Security

The Student Loan Corporation and any other sellers will have, or may transfer to certain of its subsidiaries, the option to call, in full, any class of reset rate notes on each related reset date, even if you have delivered a hold notice.  If this option is exercised, you will receive a payment of principal equal to the outstanding principal balance of your reset rate notes, less any amounts distributed to you by the issuing entity as a payment of principal on the related distribution date, plus all accrued and unpaid interest on that distribution date, but you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield.

If A Failed Remarketing Is Declared, You Will Be Required To Rely On A Sale Through The Secondary Market If You Wish To Sell Your Reset Rate Notes

In connection with the remarketing of your class of reset rate notes, if a failed remarketing is declared, your reset rate notes will not be sold even if you attempted or were required to tender them for remarketing.  In this event you will be required to rely on a sale through the secondary market, which may not then exist for your class of reset rate notes, independent of the remarketing process.

If A Failed Remarketing Is Declared, The Failed Remarketing Rate You Will Receive May Be Less Than The Then-Prevailing Market Rate Of Interest

If a failed remarketing is declared, your class of reset rate notes will become subject to the applicable failed remarketing rate.  If your class is then denominated in U.S. Dollars, you will receive interest until the next reset date at the related failed remarketing rate of three-month LIBOR plus a related spread.  If your class is then denominated in a non-U.S. Dollar currency, you will receive interest until the next reset date at the failed remarketing rate established on the related spread determination date, which will always be a floating rate of interest, or at the related initial failed remarketing rate established for your class of reset rate notes on the closing date, as described in the related prospectus supplement.  The failed remarketing rate may differ significantly from the rate of interest you received during any previous reset period, which may have been at a fixed rate or based on an index di fferent than three-month LIBOR or the applicable index established on the spread determination date, or on the related closing date, as applicable, with respect to a class of reset rate notes.  We cannot assure you that the failed remarketing rate will always be at least as high as the prevailing market rate of interest for similar securities and you may suffer a loss in yield.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Statements in this prospectus and the prospectus supplement relating to your notes, including those concerning our expectations as to our ability to acquire eligible student loans, to structure and to issue competitive securities, and certain of the information presented in this prospectus and the prospectus supplement relating to your notes, constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Actual results may vary materially from our expectations.  For a discussion of the factors which could cause actual results to differ from expectations, please see the caption entitled “Risk Factors” in this prospectus and in the prospectus supplement relating to your notes.

FORMATION OF THE ISSUING ENTITIES

The Issuing Entities

The depositor will establish a separate issuing entity in the form of a Delaware statutory trust for each series of notes.  Each issuing entity will be formed under a trust agreement.  It will perform only the following activities:

·

acquire, hold, sell and manage trust student loans, the other trust assets and related proceeds;

·

issue the notes;

·

enter into one or more swap agreements and/or interest rate cap agreements, from time to time;

·

make payments on the notes; and

·

engage in other incidental or related activities.

Unless otherwise specified in a related prospectus supplement, the permitted activities of the issuing entity may be modified only by amending the related trust agreement.  The trust agreement may be amended without noteholder consent if an opinion of counsel is provided to the effect that such action would not adversely affect in any material respect the interests of any noteholder and provided that such action would not result in or cause a significant change to the permissible activities of the issuing entity.

Each issuing entity will have only nominal initial capital.  Each issuing entity or, if applicable, the eligible lender trustee, on behalf of the issuing entity, will use the net proceeds from the sale of the related notes to purchase the trust student loans.

Following the purchase of the trust student loans, the assets of the issuing entity will include:

·

the trust student loans themselves, legal title to which either the issuing entity or the eligible lender trustee, as applicable, will hold;

·

all funds collected on the trust student loans on or after the date specified in the prospectus supplement, including any guarantor, surety or U.S. Department of Education payments;

·

all moneys and investments on deposit in the collection account, any reserve account, any pre-funding account and any other trust accounts or any other form of credit enhancement (amounts on deposit in any account may be invested in eligible investments as permitted by the related indenture);

·

all applicable rights under each applicable swap agreement and/or interest rate cap agreement then in effect;

·

rights under the related transfer and servicing agreements, including the right to require the sellers, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under some conditions; and

·

rights under the guarantee or surety agreements with guarantors or insurers.

The notes will represent indebtedness of the issuing entity secured by its assets.  To facilitate servicing and to minimize administrative burden and expense, the servicer, directly or through subservicers, will retain possession of the promissory notes and other documents related to the student loans as custodian for the issuing entity and the eligible lender trustee.

The Eligible Lender Trustee

If the trust student loans for your notes include FFELP student loans, we will specify the eligible lender trustee for that issuing entity in the prospectus supplement for your notes.  Each eligible lender trustee for an issuing entity will be the bank or trust company as specified in the related prospectus supplement.  It will acquire legal title to all trust student loans that are FFELP student loans on behalf of that issuing entity and will enter into a guarantee agreement with each of the guarantors of those loans.  The eligible lender trustee must qualify as an eligible lender under the Higher Education Act and the guarantee agreements.

If the trust student loans for your notes include private credit student loans, in lieu of an eligible lender trustee, the issuing entity will acquire legal title to all such trust student loans.  

The liability of the eligible lender trustee in connection with the issuance and sale of any notes will consist solely of its express obligations in the trust agreement and sale agreement.  An eligible lender trustee may resign at any time.  If it does, the administrator must appoint a successor.  The administrator may also remove an eligible lender trustee if that eligible lender trustee becomes insolvent or ceases to be eligible to continue as trustee.  In that event, the administrator must appoint a successor.  The resignation or removal of an eligible lender trustee and the appointment of a successor will become effective only when a successor accepts its appointment.

The prospectus supplement will specify the principal office of each issuing entity and eligible lender trustee.

USE OF PROCEEDS

On the closing date specified in the applicable prospectus supplement, the issuing entity or the eligible lender trustee on behalf of the issuing entity will use the net proceeds of the sale of the notes to purchase student loans from the depositor.  The issuing entity or the eligible lender trustee, as applicable, may also apply the net proceeds for other purposes to the extent described in the related prospectus supplement.  The depositor will use the money it receives for general corporate purposes, including purchasing the student loans and acquiring any credit or liquidity enhancement specified in the related prospectus supplement.

THE STUDENT LOAN CORPORATION, THE DEPOSITOR,
THE SUB-SERVICER AND THE SUB-ADMINISTRATOR

The Sponsor, Primary Seller, Servicer and Administrator

The Student Loan Corporation sponsors the depositor’s securitization programs and is the primary seller of student loans to the issuing entities.  SLC also acts as servicer and administrator.  SLC is an 80% owned subsidiary of Citibank N.A., which is an indirect wholly owned subsidiary of Citigroup Inc.  SLC was incorporated in Delaware on November 4, 1992 and commenced operations on December 22, 1992.  For more than 25 years prior to December 22, 1992, SLC operated as a division of Citibank, N.A. and its predecessors in interest.  SLC has a principal executive offices at 750 Washington Boulevard, Stamford, CT 06901.  Its telephone number is (203) 975-6861.

SLC is the parent of the depositor.

SLC originates, manages and services federally insured student loans through a trust agreement with Citibank, N.A. SLC is one of the nation’s leading originators and holders of student loans guaranteed under FFELP, authorized by the U.S. Department of Education under the Higher Education Act.

SLC also originates and holds student loans that are not insured under the Higher Education Act, primarily CitiAssist Loans.   SLC serves a diverse range of clients that includes numerous educational and financial institutions and state agencies.  The private CitiAssist Loan program is designed to assist undergraduate, graduate, health professions students, and others, by providing education financing that is intended to supplement any financial aid that may be available under the FFELP.  CitiAssist Loans are installment loans that are credit based and subject to state laws and federal consumer banking regulations.  Most of the loans originated prior to January 1, 2008 are insured by one of two private insurers.  

In order to comply with certain legal and regulatory requirements, CitiAssist Loans are originated by Citibank, N.A., SLC’s principal shareholder, and are serviced by SLC or a related party servicer in accordance with the provisions of intercompany agreements. Following full disbursement, SLC purchases all qualified CitiAssist Loans at Citibank, N.A.’s carrying value, plus contractual fees.

As the sponsor and administrator of the depositor’s securitization program, SLC selects portfolios of loans from its own portfolio to securitize. SLC is also responsible for structuring each transaction.

SLC provides education loan servicing to schools and other lending institutions. As servicer, SLC may delegate or subcontract its duties as servicer, but no delegation or subcontract will relieve the servicer of liability under the servicing agreement. These services include processing loan documents, disbursing loans, reporting and computing loan origination fees and interest including special allowance, preparing and filing the ED Form 799 report, applying customer payments, accounting for loan status changes, performing due diligence according to the U.S. Department of Education rules and regulations, preparing and filing claims, and providing customer service, among other services.

As administrator, SLC may delegate or subcontract its duties as administrator, but no delegation or subcontract will relieve the administrator of liability under the administration agreement.

The prospectus supplement for a series may contain additional information concerning The Student Loan Corporation as the sponsor, primary seller, servicer or administrator.

The Depositor

SLC Student Loan Receivables I, Inc., the depositor, is a bankruptcy remote wholly-owned, special purpose subsidiary of The Student Loan Corporation, formed to purchase student loans originated or acquired by The Student Loan Corporation or any other seller of student loans and to transfer these student loans to the issuing entity.  The depositor was incorporated in Delaware on December 20, 2001.  Because the depositor is not an institution eligible to hold legal title to FFELP student loans, an eligible lender trustee specified in the related prospectus supplement will hold legal title to the FFELP student loans on behalf of the depositor.

By forming the depositor to acquire the student loans being transferred to the issuing entity, The Student Loan Corporation has taken steps intended to prevent any application for relief under any insolvency law from resulting in consolidation of the assets and liabilities of the depositor with those of The Student Loan Corporation.  As a separate, limited-purpose entity, the depositor’s incorporation documents contain limitations including:

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restrictions on the nature of its business; and

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a restriction on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of all of its directors.

Among other things, the depositor will maintain its separate corporate identity by:

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maintaining records and books of accounts separate from those of SLC;

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refraining from commingling its assets with the assets of SLC; and

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refraining from holding itself out as having agreed to pay, or being liable for, the debts of SLC.

Each transaction agreement will also contain “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the depositor and/or the issuing entity, as applicable, by any of the transaction parties or by the noteholders.

We have structured the transactions described in this prospectus to assure that the transfer of the student loans by SLC or any other seller to the depositor constitutes a “true sale” of the student loans to the depositor.  If the transfer constitutes a “true sale” the student loans and related proceeds would not be property of the applicable seller should it become subject to any insolvency proceeding.

Upon each issuance of notes, the transferring depositor will receive the advice of counsel that, subject to various facts, assumptions and qualifications, the transfer of the student loans by the applicable seller to the depositor would be characterized as a “true sale” and the student loans and related proceeds would not be property of the applicable seller under the insolvency laws.

The transferring depositor will also represent and warrant that each transfer of student loans by the depositor to the issuing entity is a valid sale of those loans.  The transferring depositor, SLC and each applicable seller will take all actions that are required so the eligible lender trustee or the owner trustee, as applicable, will be treated as the legal owner of the trust student loans while they are held beneficially by either the depositor or the issuing entity.

The depositor’s obligations after issuance of a series of notes include the sale of any trust student loans to the related issuing entity to be purchased with amounts on deposit in any pre-funding account and delivery of certain related documents and instruments, repurchasing trust student loans in the event of certain breaches of representations or warranties made by the depositor, providing tax-related information to the eligible lender trustee or owner trustee, as applicable, and maintaining the eligible lender trustee’s or owner trustee’s first priority perfected security interest in the assets of the related issuing entity.

The prospectus supplement for a series may contain additional information concerning the depositor.

The Sub-Servicer

For each series of notes, SLC is expected to contract with a sub-servicer to sub-service the trust student loans on behalf of the related issuing entity.  The related prospectus supplement will specify the sub-servicer for your notes.

The Sub-Administrator

For each series of notes, SLC may contract with a sub-administrator to perform certain administrative obligations required by the administration agreement and the indenture.  These services may include, among other services, directing the indenture administrator to make the required distributions from the trust accounts, preparing and providing, based on periodic data received from the servicer, periodic distribution statements to the owner trustee, the eligible lender trustee, if applicable, the indenture trustee and the indenture administrator and providing any related federal income tax reporting information.  The related prospectus supplement will specify whether there will be a sub-administrator for your notes as of the closing date.

THE STUDENT LOAN POOLS

The depositor will purchase the trust student loans from SLC and any other sellers described in the applicable prospectus supplement out of the portfolio of student loans held by the applicable sellers.  Each pool of trust student loans owned by any issuing entity may contain FFELP student loans or private credit student loans, as specified in the related prospectus supplement.

Unless otherwise specified in the related prospectus supplement for any issuing entity, the trust student loans must meet several criteria, including:

For each FFELP student loan:

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The principal and interest of each FFELP student loan is guaranteed by a guarantor and is reinsured by the U.S. Department of Education under FFELP.

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Each FFELP student loan was originated in the United States, its territories or its possessions in accordance with FFELP.

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Each FFELP student loan contains terms required by FFELP and the applicable guarantee agreements.

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Each FFELP student loan provides for periodic payments that will fully amortize the amount financed over its term to maturity, exclusive of any deferral or forbearance periods.

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Each FFELP student loan satisfies any other criteria described in the related prospectus supplement.

For each private credit student loan:

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The principal and interest of the private credit student loan may be guaranteed or insured by a guarantor or insurer identified in the related prospectus supplement.

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Each private credit student loan was originated in the United States, its territories or its possessions in accordance with the rules of the specific loan program.

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Each private credit student loan contains terms required by the program and the applicable guarantee agreements.

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Each private credit student loan provides for periodic payments that will fully amortize the amount financed over its term to maturity, exclusive of any deferral or forbearance periods.

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Each private credit student loan satisfies any other criteria described in the related prospectus supplement.

The prospectus supplement for each series will provide information about the trust student loans in the related issuing entity that will include:

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the composition of the pool,

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the distribution of the pool by loan type, payment status, interest rate basis and remaining term to maturity,

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the borrowers’ states of residence, and

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the percentages of the student loans guaranteed or insured by the applicable guarantors and insurers.

FFELP Delinquencies, Defaults, Claims and Net Losses

Information about delinquencies, defaults, guarantee claims and net losses on FFELP student loans is available in the U.S. Department of Education’s Loan Programs Data Books, called DOE Data Books.  The delinquency, default, claim and net loss experience on any pool of FFELP trust student loans may not be comparable to this information.

Static Pool Data

If so specified in the related prospectus supplement, static pool data with respect to the delinquency, cumulative loss and prepayment data for the issuing entities formed by the depositor, or any other affiliated person specified in the related prospectus supplement, will be made available through an Internet website. The prospectus supplement related to each series for which the static pool data is provided through an Internet website will contain the website address to obtain this information. Except as stated below, the static pool data provided through any website will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related prospectus supplement.

Notwithstanding the foregoing, the following information will not be deemed part of the prospectus or the registration statement of which this prospectus is a part:

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information regarding prior securitized pools of student loans sold to issuing entities that were formed by the depositor before January 1, 2006 or vintage years prior to January 1, 2006; and

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with respect to information regarding the pool of student loans described in the related prospectus supplement, information about such pool for periods before January 1, 2006.

Copies of the static pool data presented on the website and deemed part of this prospectus may be obtained upon written request by the noteholders of the related series at the address specified in the related prospectus supplement. Copies of information related to any periods prior to January 1, 2006 may also be obtained upon written request.

Static pool data may also be provided in the related prospectus supplement or may be provided in the form of a CD-ROM accompanying the related prospectus supplement. The related prospectus supplement will specify how the static pool data will be presented.

Prepayments and Yield

Prepayments on student loans can be measured relative to a prepayment standard or model. The prospectus supplement for a series of notes will describe the prepayment standard or model, if any, used and may contain tables setting forth the projected weighted average life of each class of notes of that series based on the assumptions stated in the prospectus supplement (including assumptions that prepayments on the student loans included in the related issuing entity are made at rates corresponding to various percentages of the prepayment standard or model specified in that prospectus supplement).

We cannot give any assurance that the prepayment of the trust student loans included in the related issuing entity will conform to any level of any prepayment standard or model specified in the related prospectus supplement. The rate of principal prepayments on pools of student loans is influenced by a variety of economic, demographic, geographic, legal, tax, social and other factors.

The yield to an investor who purchases notes in the secondary market at a price other than par will vary from the anticipated yield if the rate of prepayment on the student loans is actually different than the rate anticipated by the investor at the time the notes were purchased.

The prospectus supplement relating to a series of notes will discuss in greater detail the effect of the rate and timing of principal payments (including prepayments), delinquencies and losses on the yield, weighted average lives and expected maturities of the notes.

Payment of Notes

Upon the payment in full of all outstanding notes of a given series, the eligible lender trustee or owner trustee, as applicable, will succeed to all the rights of the indenture trustee, on behalf of the holder of the trust certificate.

Termination

For each issuing entity, the obligations of the depositor, the servicer, the administrator, the indenture trustee, the indenture administrator and the eligible lender trustee, as applicable, under the transfer and servicing agreements will terminate upon:

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the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon liquidation of any remaining trust student loan, and

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the payment to the noteholders of all amounts required to be paid to them.

If the outstanding pool balance is 10% or less than the initial pool balance or otherwise on a date described in the related prospectus supplement, the servicer or another entity specified in the related prospectus supplement may, at its option, purchase, or arrange for the purchase of, or the indenture administrator may auction for sale, all remaining trust student loans.  Either of the exercise of the purchase option or the auction will result in the early termination of the notes issued by that issuing entity.  The related prospectus supplement will describe the procedures relating to the purchase option and the auction.

The Student Loan Corporation’s Student Loan Business

Student Loan Portfolio.  SLC securitizes its own portfolio of student loans.  SLC’s student loan portfolio is composed of both FFELP student loans and loans originated through alternative programs, such as CitiAssist.  SLC is currently eligible to make the following types of FFELP student loans:  subsidized Federal Stafford, unsubsidized Federal Stafford, Parent Federal PLUS, Graduate Federal PLUS and Federal Consolidation Loans. Subsidized Federal Stafford Loans are generally made to students who pass certain need criteria. Unsubsidized Federal Stafford Loans are designed for students who do not qualify for subsidized Federal Stafford Loans for reasons such as parental and/or student income and assets in excess of permitted amounts or whose need exceeds the basic Stafford limit.  Parent Federal PLUS Loans are made to parents of students who are dependents.  Graduate Federal PLUS Loans are made to graduate students.  The Federal Consolidation Loan Program allows multiple federal loans, including those of both FFELP and the Federal Direct Student Loan Program, to be combined into one single aggregate insured loan. Federal Consolidation Loans may include government-guaranteed loans formerly held by other lenders. Prior to consolidation, any loan balances that are not already owned by SLC are purchased at face value from other lenders. A Federal Consolidation Loan is allowed an extended repayment term of up to 30 years, depending on the loan balance.

In addition, SLC’s portfolio includes Federal Supplemental Loans for Students (“SLS Loans”). SLS Loans were originated prior to July 1994, when new loan disbursements through this program were discontinued. Federal SLS Loans include loans to graduate, professional and independent undergraduate students, and, under certain circumstances, dependent undergraduate students. In 1994, the SLS Program was replaced with an expanded unsubsidized Federal Stafford Loan program. SLC also owns a portfolio of Health Education Assistance Loans (“HEAL Loans”), composed of guaranteed student loans for borrowers in designated health professions under a federally insured loan program administered by the U.S. Department of Health and Human Services. Although no new loans are being originated under this program, SLC has pursued acquisition of HEAL Loans from other holders.

The Department administers FFELP under Title IV of the Act. In order to comply with the provisions of the Act, all of SLC’s FFELP student loans are held, and all new FFELP student loans are originated, by SLC through a trust established solely for the benefit of SLC. An institution, such as SLC, that does not fall within the Act’s definition of “eligible lender” may hold and originate FFELP student loans only through a trust or similar arrangement with an eligible lender. SLC’s trust agreement is with Citibank, N.A., a national banking association and an eligible lender under the provisions of the Act.

As described herein and in the related prospectus supplement, substantially all payments of principal and interest with respect to loans originated through FFELP will be guaranteed against default, death, bankruptcy or disability of the applicable borrower, and a closing of or a false certification by that borrower’s school, by certain federal guarantors pursuant to a guarantee agreement to be entered into between those federal guarantors specified in the related prospectus supplement (each a “Federal Guarantor” and collectively, the “Federal Guarantors”) and the applicable eligible lender trustee (such agreements, each as amended or supplemented from time to time, the “Federal Guarantee Agreements”).  See “Appendix A—Federal Family Education Loan Program,” which is hereby incorporated into this prospectus.

In addition to the FFELP student loans originated under the Higher Education Act, SLC has developed student loan programs that are not federally guaranteed for undergraduate students and/or their parents and graduate students.  SLC’s alternative loan programs, such as CitiAssist, are available for students who either do not qualify for government student loan programs or need additional financial assistance beyond that available through government programs. Alternative loans are offered based on the borrower’s or co-signer’s creditworthiness, in addition to financial need as established by the educational institution.  Most of SLC’s private credit loans originated prior to January 1, 2008 are insured by one of two private insurers. The holders of private credit loans are not entitled to receive any federal assistance with respect thereto.

SLC also participates in the secondary student loan market through purchases of loans that consist of subsidized Federal Stafford Loans, unsubsidized Federal Stafford Loans, PLUS Loans, Federal Consolidation Loans and HEAL Loans. Most Federal Consolidation Loans are generated through third party marketing channels. Loans acquired through these channels generally have lower yields than student loans sourced through school lender lists and other primary channels.

Each issuing entity may consist of FFELP student loans or private credit student loans.  The prospectus supplement for your notes will identify the specific types of trust student loans related to your notes and will provide more specific details of the loan  program involved.

Origination of FFELP Student Loans. SLC is one of the nation’s largest originators and holders of student loans guaranteed under FFELP.  SLC’s student loan volume primarily results from SLC’s marketing efforts, repeat borrowers, Internet leads and college fair participants.

A student must attend an eligible educational institution in order to participate in FFELP. Eligible institutions can be divided into three categories:  four-year colleges and universities, two-year institutions and proprietary (vocational) schools. In addition to other criteria, school eligibility is determined by the default rate on guaranteed loans to its students. Under the Act, eligible lenders, subject to certain restrictions, may choose not to make loans to students attending certain schools, defined by school type, geographic location or default experience.

For Stafford Loans, the student and school complete a Master Promissory Note and send it either to SLC or directly to the guarantee agency (guarantor). For PLUS Loans, the school, parent (if Parent PLUS) and student complete a combined application/promissory note. The loan application process is either completed online at www.studentloan.com or through submission of a paper application. Both the guarantor and SLC must approve the loan request. The school certifies the amount and the student’s eligibility and the guarantor provides approval.  PLUS loans require a basic credit screen and are approved by SLC.  Upon guarantor approval, the guarantor sends a notice of guarantee to SLC. After receiving the notice of guarantee, SLC makes disbursements of the loan directly to the school and sends a disclosure statement to the borrower confirming the terms of the loan.

SLC also originates loans under “blanket guarantee” agreements with certain guarantors, under which SLC is eligible to retain guarantees on certain loan originations without having to obtain loan approval on each individual loan.

CitiAssist Loan Program

The CitiAssist Loan Program (“CitiAssist”), launched by SLC in 1997, offers unsecured installment loans for education designed to bridge the gap between the cost of education and the Federal funds available under the FFELP program and other student aid programs.  CitiAssist loans are floating rate loans.  SLC began using risk-based pricing in April 2004.  The maximum loan amount per year for any CitiAssist loan is the total cost of education less other financial aid, subject to an aggregate lifetime cap per borrower.  Generally, loan balances are certified by the school prior to disbursement.

Origination of CitiAssist Loans. In order to comply with certain legal requirements, CitiAssist Loans are originated by Citibank, N.A., SLC’s principal shareholder, and are serviced by Citibank (South Dakota), National Association (originations, collections, claims and customer service). Expenses incurred by SLC to underwrite, disburse and service CitiAssist Loans for Citibank, N.A. are charged to Citibank, N.A. in an origination and servicing fee in accordance with the provisions of an intercompany agreement. Following full disbursement, SLC purchases all qualified CitiAssist Loans at the amount of Citibank, N.A.’s carrying value at the time of purchase, plus contractual fees.

The CitiAssist Loan program is designed to assist undergraduate, graduate, and health professions students, as well as others, by providing education financing in addition to financial aid available under FFELP and other student aid programs. In order to meet the needs of medical students, additional products, such as the CitiAssist Health Professions Loan and the CitiAssist Health Professions Residency Loan are also available. The CitiAssist K-12 Loan program was designed to assist parents in financing their children’s private primary or secondary school education. The CitiAssist Bar Study Loan is offered to law students in their final year of law school and for a certain post-graduation period.

CitiAssist Loans are installment loans that are credit based and subject to state laws and federal consumer banking regulations. Most of the loans originated prior to January 1, 2008 are insured by one of two private insurers.

Students and co-signers, if applicable, complete and submit CitiAssist Loan applications either online at www.studentloan.com or by mail.  In addition to general eligibility criteria, a certification of enrollment from the school is required and a co-signer may also be necessary.  Upon initial credit approval by SLC, most loans are submitted to a private third party insurer, which insures SLC against loss in cases of default, bankruptcy or death of the borrower.  These insured loans are subject to risk-sharing losses of 5% - 20% of the default claim amount, depending on the insurer and the type of loan.  Some CitiAssist Loans are not insured against loss.  However, a majority of the uninsured CitiAssist Loans are covered for between 50% and 100% of cumulative losses in excess of various loss rate thresholds under risk-sharing agreements with creditworthy schools.  SLC is at risk for the non-insured an d non-risk-shared portions of the CitiAssist Loan portfolio. SLC makes the majority of the loan disbursements directly to the school and sends a disclosure statement to the borrower and co-signer confirming the terms of the loan.

Schools.  CitiAssist loan programs are offered to students enrolled in colleges eligible under Title IV, Part B of the Higher Education Act of 1965 and universities or other educational institutions that have been approved by SLC’s credit department (the “Approved Schools”).  The current Approved School list includes numerous schools.

CitiAssist Loan Overview.  The eligibility requirements for CitiAssist loans are:

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Co-signer required for non-US students and students less than 18 years of age.

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Maximum loan - cost of education less other aid (subject to lifetime aggregates).

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Minimum income - $1,500 / month gross combined income (income amounts required for all freshman / non freshman from most schools and for Graduate, Health Professions, Residency and Law/Bar Study students where the loan is decisioned on the co-signer’s score).  Effective June 30, 2008, the minimum income requirement has been waived for borrowers in specific schools meeting certain custom score and/or co-signer requirements.

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Debt Burden – 45% (with higher acceptable levels if the FICO score or custom credit score meet certain criteria).  In May 2006, debt burden was removed as an eligibility requirement if the FICO score meets certain criteria and the applicant is enrolled in specific schools (schools are tiered based on historical credit performance).

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School certification of final loan amount (must be certified within 90 to 180 days of credit approval).

Loan Limits.  While annual loan limits are only capped by cost of education less other aid, aggregate limits (life of loan) are maximum amounts per borrower over the borrower’s life and include all student loan debt.  The aggregate limits are:

Program Type	Loan Limits
Undergraduate	$75,000 – $120,000
Graduate	$110,000 – $150,000
Law	$150,000 – $180,000
Health Professions	$275,000
Residency Loan	$18,000
Bar Study Loan	$15,000

Interest.  The interest rate on a CitiAssist loan resets quarterly on the first day of each calendar quarter (i.e. January 1, April 1, July 1, and October 1 of each year throughout the life of a CitiAssist loan).  The interest rate paid by the borrower is calculated by reference to (i) the prime rate (published in the Wall Street Journal on the first day that is at least 30 days prior to the first day of each calendar quarter) plus (ii) a fixed spread, the sum of which is typically rounded to the nearest half or quarter percentage.  Interest on a CitiAssist loan is calculated on an actual-over-actual basis.  The interest rate of the CitiAssist loans may be capped.

While a borrower is in-school, no payments are required, however, a borrower may elect to make either interest only or regular installment payments.  In the case where a borrower elects not to make any payments while in school, interest is capitalized upon the loan entering repayment.  During deferment and forbearance periods, interest may be capitalized no more frequently than quarterly and at the end of the period.

In-School Period

Although the average actual in-school periods are substantially lower, listed below are the maximum permissible in-school periods including any in-school deferments but excluding grace periods:

Program Type	Maximum In-School Period
Undergraduate	10 Years
Graduate & Law	4 Years
Health Professions & Residency	9 Years (4 years in-school and 5 years residency requirement)

Repayment Terms

Once a borrower enters repayment, regular monthly payments are calculated using a simple interest method amortization schedule with a minimum payment per month of $50.

Borrowers may elect a graduated repayment option whereby the borrower makes interest payments only for a period of up to 24 or 48 months and then commences making principal and interest payments.  The maximum repayment term does not change which results in an increase in the later payment requirements.

For CitiAssist loans, the first due date is within 45 days of the repayment period start date; the repayment period starts after the applicable grace period ends:

	Undergraduate(1)	Graduate(1)	Law/Bar Study	Health Professions / Residency
Term — Max Repay Period (years)	12	15	20	25
Grace Period (months)	6	6	9	9

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Undergraduate and Graduate CitiAssist loans originated after July 1, 2006 at most schools have a maximum repayment period of 20 years.

Marketing Channels

Applications are primarily submitted online but may also be submitted on paper, via fax, or phone.  The student borrower generally completes the application which may be co-signed.  The borrower’s financial aid office can submit the application on behalf of the borrower through a proprietary program called FAAonline.  If credit approved, the financial aid office will print the application and have the borrower sign.  While a borrower may complete an application online without the help of the applicable financial aid office, all applications are generally certified by the school prior to disbursement.  Certification requests are generally initiated by SLC operations.  Many of the certifications are done electronically.  The school may certify electronically before the student applies, thereby initiating the loan process.  The school can also submit paper certification and faxed docume nts.

Application Processing.  Applications are reviewed on the company’s Automated Credit Application Processing System (“ACAPS”) and other systems.  A credit bureau report is automatically obtained for each borrower on an application and, in addition, a number of items are reviewed including minimum age, credit score, aggregate loan limits and debt burden.  If any of these items do not pass automatic review, the application is denied or routed for manual review depending on the item.

Should a loan application be declined, all appeals must be initiated by the applicant.  Declined loans from applicants without a co-signer could be re-reviewed with the addition of a credit worthy co-signer.

Historically, a negligible part of the CitiAssist portfolio has been originated with overrides (experience has been approximately 1%).  Even though an application may be declined in ACAPS, there is a possibility that upon manual review the application may be approved.  Some common examples of overrides are waiver of income/employment verification or exception for aggregate loan limit, credit score or debt burden.

Pricing Strategy.  Since April 2004 SLC has originated CitiAssist loans using risk-based pricing.  With risk-based pricing, borrowers with lower credit may be approved at higher interest rates.  SLC employs a system of four credit levels that any borrow may fall under: Superior, Excellent, Good, and Fair.  These credit levels vary based on the Approved School the borrower attends and the borrower’s custom credit score.  Prior to May 2006, SLC used a custom scorecard built with third-party data.  Since April 2006, SLC has used a custom scorecard built for SLC with SLC data.

Insurance.  The CitiAssist loans are not guaranteed by the FFELP program or any of its guarantors.  Most of the CitiAssist loans originated prior to January 1, 2008 are insured by one of two private insurers.

Forbearance Policy.  SLC grants forbearance to help borrowers through periods of economic hardship where the ability to make payments may be difficult.  There are 2 options for forbearance: “Lender Option Forbearance” and “Administrative Forbearance.”

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Under the Lender Option Forbearance option, SLC may permit a borrower to postpone principal and/or interest payments for up to 370 days in six-month increments.  Lender Option Forbearance is capped at 12 months.

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Under the Administrative Forbearance option, SLC may postpone principal and/or interest payments for up to 1 year in 90 day increments, except for borrowers under the Servicemembers Civil Relief Act of 2003 (the “Service Members Relief Act”) which has no cap on the length of forbearance.  Forbearance under this option is granted under the following circumstances:

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To cure pre-deferment/post-deferment delinquency.

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To cover periods created as a result of canceling or shortening deferments as graduation date changes are processed.

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To account for systematic or processor errors (with credit and compliance approval).

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To allow time for official documentation when SLC receives notice of bankruptcy or death (capped at 60 days).

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To cover any approved Service Members Relief Act requests.

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To cover recognized natural disaster situations.

The Office of the Comptroller of the Currency (the “OCC”) is currently reviewing private student loan forbearance policies at banks and other financial institutions, including SLC.  The OCC may require policy changes, including, but not limited to, reducing the maximum cumulative forbearance permissible.

Deferment Policy.  SLC grants a deferral of payments to borrowers that return or remain enrolled at Approved Schools   A requirement for this deferral is a certification by the Approved School that the student is enrolled at least part-time and schools typically certify on no longer than an annual basis.   The periods of in-school deferment are limited to the maximum lifetime in-school period by loan type (undergraduate, graduate, law, medical, etc.).   Interest accruing during payment deferred periods may be capitalized no more frequently than quarterly and also on the date that any applicable loan moves into the repayment period.

Collections.  The Servicer uses the Computer Aided Collections Systems (“CACS”) for its CitiAssist loan collection functions.  Borrowers flow into CACS on the first day of delinquency.  An autodialer is utilized.  Calling strategies include priority calling times and pre-repayment calls.

Delinquency is measured in days past due and pooled into 30-day buckets.  Calls begin at 10 days past due for insured loans (and 1 day past due for uninsured loans) to both the borrower and co-signer.  Specific targets for borrowers per collector are set to ensure appropriate collection intensity.  At 90 days past due (or 60 days past due for uninsured loans), loans are transferred to the late-stage CitiAssist collection team where additional manual calls and skip trace efforts are completed until claim submission or loan charge-off.

All collections activity prior to charge-off is handled in-house.  Uninsured accounts are sent to approved third party collection agencies for recovery efforts post charge-off.  There is no additional recovery effort on insured loans by SLC once claim payments have been received from the insurer.

Loss Recognition.  Charge-off policy varies depending on whether the loan is insured or uninsured.  For uninsured loans, loans are charged-off in the calendar month in which the loan becomes 120 days past due.  For insured loans, the deductible (5% to 20%) is charged-off at 120 days past due.  Claims are filed when a loan is between 150 and 180 days past due.  Any remaining balance for which an insurance claim has not yet been paid is charged-off at 240 days past due.  

Allocation of Collections.  The Servicer is making collections of all loans originated by SLC.  The borrowers are generally billed for all of their SLC loans on one statement.  All collections are applied first to fees, then to interest and then to principal.  The payments are applied to the most delinquent loan first and then by product type.  Amounts collected are allocated first to FFELP loans, then to insured loans and then to uninsured loans.

CitiAssist Custom Loan Program

The CitiAssist Custom Loan Program (the “CitiAssist Custom Program”), which is also a part of the CitiAssist Loan Program, was launched by SLC in 1998 and subsequently terminated in the third quarter of 2008.  The CitiAssist Custom Program offered unsecured installment loans for education using less restrictive underwriting criteria than are applied to traditional CitiAssist loans.  CitiAssist Custom loans, like CitiAssist loans, are floating rate loans.  CitiAssist Custom loans are generally higher risk loans than traditional CitiAssist loans.

CitiAssist Custom loan underwriting standards are the same as those for traditional CitiAssist loans except in the following ways:

·

There is no minimum income requirement for borrowers of CitiAssist Custom loans.

·

Until June 2008, there had been no check to determine whether the applicant for a CitiAssist Custom loan had recently filed for bankruptcy or been the subject of other recent significant derogatory credit bureau-reported events.  In June 2008 a check was instituted in order to determine that borrowers had not filed for bankruptcy in the last two years.

·

No attempt is made to verify employment and income information submitted on a CitiAssist Custom loan application.

·

There is no requirement that the applicant for a CitiAssist Custom loan has not defaulted on a previously existing student loan.

·

No unique fees are charged (up to 5% for traditional CitiAssist loans) to lower credit borrowers of CitiAssist Custom loans.

·

Co-signers are not required for any borrowers of CitiAssist Custom loans.

CitiAssist Custom loans are serviced according to the same standards, practices and procedures as exist for traditional CitiAssist loans.  The related prospectus supplement will indicate whether any loans originated under the CitiAssist Custom Program will be sold to the related issuing entity on the closing date.

Risk Sharing Program

Under the CitiAssist Risk Sharing Program (the “Risk Sharing Program”), which is also a part of the CitiAssist Loan Program, Citibank, N.A. and SLC entered into agreements with Approved Schools under which Citibank, N.A. and SLC agreed to make CitiAssist Custom Program loans in exchange for a guarantee from the related Approved School of a certain amount or percentage of losses on loans made under that agreement.  Under a risk sharing agreement, the parties may agree to the terms of the loans to be offered to students, including but not limited to the interest rate and loan limits.  SLC stopped making loans under risk sharing agreements in January 2009.

In general, loans which are the subject of a guarantee under a risk sharing agreement are made to borrowers that may not have qualified for traditional CitiAssist loans and may not have received a CitiAssist Custom loan without the benefit of the guarantee.  The related prospectus supplement will indicate whether any loans originated under the Risk Sharing Program will be sold to the related issuing entity on the closing date and whether rights with respect to these guarantees will be transferred to that issuing entity.

TRANSFER AGREEMENTS

General

The following is a summary of the important and material terms of the sale agreements under which the issuing entities will purchase student loans from the depositor and the purchase agreements under which the depositor will acquire the student loans from the sellers. We refer to the purchase agreements and the sale agreements, collectively, as the “transfer agreements.”  We have filed forms of the transfer agreements as exhibits to the registration statement of which this prospectus is a part.  The summary does not cover every detail of these agreements, and it is subject to all of the provisions of the transfer agreements.

Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers

On the closing date, each seller will sell to the depositor, without recourse, its entire interest in the student loans and all collections received on and after the cutoff date specified in the prospectus supplement.  An exhibit to the purchase agreement will list each student loan.

In each purchase agreement, each seller will make representations and warranties concerning the student loans being sold by it.  These include, among other things, that:

·

each student loan is free and clear of all security interests and other encumbrances and no offsets, defenses or counterclaims have been asserted or threatened;

·

the information provided about the student loans is true and correct as of the cutoff date;

·

each student loan complies in all material respects with applicable federal and state laws and applicable restrictions imposed by FFELP, if applicable, or under any applicable guarantee agreement or insurance agreement; and

·

with respect to FFELP student loans, each loan is guaranteed by the applicable guarantor or will be guaranteed by the applicable guarantor within the timeframe specified in the related prospectus supplement.

Upon discovery of a breach of any representation or warranty that has a materially adverse effect (individually or in the aggregate) on the noteholders, the applicable seller will repurchase the affected student loan unless the breach is cured or the issuing entity is reimbursed within the applicable cure period specified in the related prospectus supplement.  The purchase amount will be equal to the amount required to prepay in full that student loan including all accrued interest.  Alternatively, rather than repurchasing the trust student loan, the affected seller may, in its discretion, substitute qualified substitute student loans for that loan.  In addition, the affected seller will have an obligation to reimburse the depositor:

·

for any shortfall between the purchase amount of the qualified substitute student loans and the purchase amount of the trust student loans being replaced; and

·

for any accrued interest amounts not guaranteed by, or that are required to be refunded to, a guarantor and any interest subsidy payments or special allowance payments lost as a result of the breach.

The repurchase or substitution and reimbursement obligations of each seller constitute the sole remedy available to the depositor for any uncured breach.  A seller’s repurchase or substitution and reimbursement obligations are contractual obligations that the depositor or issuing entity may enforce against the seller, but the breach of these obligations will not constitute an event of default under the indenture.  In cases where the obligations the issuing entity is seeking to enforce are based on a violation of the Higher Education Act, a finding by the U.S. Department of Education that the Higher Education Act was violated may be required prior to the issuing entity being able to enforce the agreement.

Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor

On the closing date, the depositor will sell to the issuing entity or eligible lender trustee on behalf of the issuing entity, as applicable, without recourse, its entire interest in the student loans acquired by the depositor from the sellers.  Each student loan will be listed in an exhibit to the sale agreement.  Concurrently with that sale, the issuing entity will issue the notes and will apply net proceeds from the sale of the notes to purchase the student loans from the depositor.

In each sale agreement, the depositor will make representations and warranties concerning the student loans to the related issuing entity for the benefit of noteholders, including representatives and warranties that are substantially the same as those made by the sellers to the depositor.

Upon discovery of a breach of any representation or warranty that has a materially adverse effect (individually or in the aggregate) on the noteholders, the depositor will have cure, reimbursement, repurchase or substitution obligations with respect to affected trust student loans that are substantially the same as those of the sellers.

The cure, repurchase, reimbursement or substitution obligations of the depositor will constitute the sole remedy available to the noteholders for any uncured material breach.  The depositor’s cure, repurchase, reimbursement or substitution obligations are contractual obligations that the issuing entity may enforce against the depositor, but the breach of these obligations will not constitute an event of default under the indenture.  In cases where the obligations the issuing entity is seeking to enforce are based on a violation of the Higher Education Act, a finding by the U.S. Department of Education that the Higher Education Act was violated may be required prior to the issuing entity being able to enforce the agreement.

Expenses incurred in connection with the acquisition of the trust student loans and the establishment of the related issuing entity (including the expenses of accountants, attorneys and rating agencies) are not paid from proceeds from the resale of the related notes.

Custodian of Promissory Notes

To assure uniform quality in servicing and to reduce administrative costs, the servicer will act as custodian of the promissory notes representing the student loans and any other related documents, in physical or electronic form, through its own facilities or through other sub-custodians, representing the student loans and any other related documents.  The depositor’s and the servicer’s records will reflect the sale by the seller of the student loans to the depositor and their subsequent sale by the depositor to the issuing entity.

Additional Fundings

Pre-funding.  The related prospectus supplement will indicate whether a pre-funding account will exist for a particular issuing entity.  Each pre-funding account will be in the form of a supplemental purchase account or an add-on consolidation loan account.  The prospectus supplement will also indicate:

·

the amount in the pre-funding account on the closing date, which will not exceed 50% of the net proceeds of the offering of the related series of notes; provided, however, that to the extent that a supplemental purchase account, prefunding account and/or consolidation loan add-on account have been established with respect to a series of notes, the aggregate amounts on deposit in such accounts will not be greater than 50% of the net proceeds of the offering of the related series of notes,

·

the length of the funding period, which will not extend for more than one year from the date of the issuance of the related series of notes,

·

the percentage of the asset pool and the balance of the notes represented by the pre-funding account, and

·

the uses to which the funds in the pre-funding account can be applied and the conditions to the application of those funds.

With respect to issuing entities where the trust student loans contain consolidation loans, the related prospectus supplement will also indicate the length of the funding period (not to exceed the lesser of (i) the maximum number of days from the closing date when borrowers may add additional student loans to an existing consolidation loan pursuant to the terms of the Higher Education Act, or (ii) the maximum permitted pre-funding period).

If the pre-funding amount has not been fully applied to purchase additional student loans by the end of the funding period, the noteholders will receive any remaining amounts.

Information with respect to the additional student loans eligible to be acquired by the related issuing entity in the prefunding period, including the requisite underwriting criteria and any differences from the criteria used to select the trust student loans acquired on the closing date, will be set forth in the related prospectus supplement.

Revolving Period.  The related prospectus supplement will indicate whether there is a revolving period for a particular issuing entity to acquire additional student loans with the cash flows from the related pool of trust student loans.  The related prospectus supplement will also indicate:

·

the length of the revolving period, which will not extend for more than three years from the date of issuance of the related series,

·

the maximum amount of additional assets that may be acquired during the revolving period,

·

the percentage of the asset pool represented by the amount of additional assets acquired during the revolving period, and

·

the use to which such cash flows may be applied and the conditions to the application of those cash flows.

Information with respect to the additional student loans eligible to be acquired by the related issuing entity in the revolving period, including the requisite underwriting criteria and any differences from the criteria used to select the trust student loans acquired on the closing date, will be set forth in the related prospectus supplement.

Amendments to Transfer Agreements

The parties to the transfer agreements may amend them without the consent of noteholders or trust certificateholders if, in the opinion of counsel satisfactory to the indenture trustee and eligible lender trustee, as applicable, the amendment will not materially and adversely affect the interests of the noteholders or trust certificateholders and provided that such amendment would not result in or cause a significant change to the permissible activities of the issuing entity.  The parties also may amend the transfer agreements with the consent of a majority in interest of noteholders and trust certificateholders.  However, such an amendment may not (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to trust student loans or distributions that shall be required to be made for the benefit of the noteholders or the trust certificateholders or (b) reduce the aforesaid percentage of the outstanding principal balance of the notes or percentage of trust certificateholders which are required to consent to any such amendment, without the consent of the holders of all the outstanding notes and the trust certificateholders.

SERVICING AND ADMINISTRATION

General

The following is a summary of the important and material terms of the servicing agreements under which the servicer will service the trust student loans and the administration agreement under which the administrator will undertake administrative duties for an issuing entity and its trust student loans.  We have filed forms of the servicing agreement and the administration agreement as exhibits to the registration statement of which this prospectus is a part.  This summary does not cover every detail of these agreements and it is subject to all provisions of the servicing agreements and the administration agreements.

Accounts

For each issuing entity, the indenture administrator will establish one or more collection accounts into which all payments on the related trust student loans will be deposited.  The related prospectus supplement will describe any other accounts established for an issuing entity, including any pre-funding account and any reserve account.

For any series of notes, the indenture administrator will invest funds in the collection account, pre-funding account, reserve account and any other accounts identified as accounts of the issuing entity in eligible investments as provided in the administration agreement and the indenture.  The administrator will instruct the indenture administrator concerning investment decisions.

In general, eligible investments will be those which would not result in the downgrading or withdrawal of any rating of any of the notes.  They will mature on the dates specified in the related prospectus supplement.  A portion of these eligible investments may mature after the next distribution date if so provided in the related prospectus supplement.

Each trust account will be either:

·

a segregated account with an FDIC-insured depository institution which has either (A) a long-term unsecured debt rating as set forth in the indenture or (B) a short-term unsecured debt rating or certificate of deposit rating as set forth in the indenture; or

·

a segregated trust account with the corporate trust department of a depository institution having corporate trust powers, so long as any of the securities of that depository institution have an investment grade credit rating from each applicable rating agency.

Eligible investments will be limited to the investments set forth in the definition of “Eligible Investments” in the indenture.  Eligible investments are limited to obligations or debt instruments that are expected to mature not later than the business day immediately preceding the next distribution date, or, with respect to the collection account only, the next monthly servicing fee payment date, to the extent of the primary servicing fee.  Eligible investments may include book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

·

direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; provided that obligations of, or guaranteed by, the Government National Mortgage Association (“GNMA”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”) shall be eligible investments only if, at the time of investment, they meet the criteria of each of the applicable rating agencies for collateral for securities having ratings equivalent to the respective ratings of the related series of notes in effect at the related closing date;

·

demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in the first bullet point above or portion of such obligation for the benefit of the holders of such depository receipts); provided that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each distribution date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person other than such depository institution or trust company) thereof shall have a credit rating from each of the applicable rating agencies in the highest investment category granted thereby;

·

commercial paper having, at the time of the investment, a rating from each of the applicable rating agencies in the highest investment category granted thereby;

·

investments in money market funds having a rating from each of the rating agencies in the highest investment category granted thereby (including funds for which the indenture trustee, the administrator, the owner trustee or the indenture administrator or any of their respective affiliates is investment manager or advisor);

·

bankers’ acceptances issued by any depository institution or trust company referred to in the second bullet point above;

·

repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in the second bullet point above; and

·

asset-backed securities, including asset-backed securities issued by affiliates or entities formed by affiliates of SLC, but excluding mortgage-backed securities that, at the time of investment, have a rating in the highest investment category granted by each of the applicable rating agencies, but not at a purchase price in excess of par.

The servicer will prepare an account reconciliation; however, there will be no independent verification of the accounts or the transaction activity therein by the indenture trustee, the indenture administrator or any eligible lender trustee.

Servicing Procedures

Under each servicing agreement, the servicer will agree to service all the trust student loans.  The servicer is required to perform all services and duties customary to the servicing of student loans, including all collection practices.  It must use the same standard of care as it uses to service similar student loans owned by SLC and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including, if applicable, the Higher Education Act.

The duties of the servicer include the following:

·

collecting and depositing into the collection account all payments on the trust student loans, including claiming and obtaining any program payments;

·

responding to inquiries from borrowers;

·

attempting to collect delinquent payments; and

·

sending out statements and payment coupons to borrowers.

In addition, the servicer will keep ongoing records on the loans and its collection activities utilizing the same standards it uses for similar student loans owned by SLC and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including, if applicable, the Higher Education Act.  It will also furnish periodic statements to the indenture trustee, the issuing entity or the eligible lender trustee, as applicable, the indenture administrator and the noteholders in accordance with the servicer’s customary practices.  See “–Statements to Indenture Trustee, Indenture Administrator and Issuing Entity” below.

Under the sub-servicing agreement, the sub-servicer will agree to perform some or most all of the obligations of the servicer under the servicing agreement.

Prior to the purchase of a FFELP student loan by the depositor, the servicer or a third party servicing agent reviews the related loan documents for compliance with U.S. Department of Education and guarantor requirements. Once acquired, FFELP student loans are serviced through the servicer or third party servicers, in each case under contractual arrangements with affiliates of the servicer.

The U.S. Department of Education and the various guarantors prescribe rules and regulations which govern the servicing of federally insured loans. These rules and regulations include specific procedures for contacting delinquent borrowers, locating borrowers who can no longer be contacted at their documented address or telephone number, and filing claims for reimbursement on loans in default. Payments under a guarantor’s guarantee agreement require strict adherence to these stated due diligence and collection procedures.

Regulations require that collection efforts commence within ten days of any delinquency and continue for the period of delinquency until the FFELP student loan is deemed to be in default status. During the delinquency period, the holder of the FFELP student loan must diligently attempt to contact the borrower, in writing and by telephone, at specified intervals. Most FFELP student loans are considered to be in default when they become 270 days delinquent.  Claims for guarantee payments must be filed with the guarantor no later than 360 days of delinquency to prevent loss of guarantee.

A guarantor may reject any claim for payment under a guarantee agreement if the specified due diligence and collection procedures required by that guarantee agreement have not been strictly followed and documented or if the claim is not timely filed. Minor errors in due diligence may result in the imposition of interest penalties, rather than a complete loss of the guarantee. In instances in which a claim for payment under a guarantee agreement is denied due to servicing or claim-filing errors, the guaranteed status of the affected FFELP student loans may be reinstated by following specified procedures, called “curing the defect.” Interest penalties are commonly incurred on loans that are cured. The servicer’s recent experience has been that the significant majority of all rejected claims are cured within two years, either internally or through collection agencies.

The servicer’s internal procedures support compliance with existing U.S. Department of Education and guarantor regulations and reporting requirements, and provide high quality service to borrowers. SLC’s servicing is heavily dependent on computer-based information and data processing systems.  SLC uses a computerized collections system to track the due diligence process and maintain phone call and demand letter history.  This collections system automatically generates delinquency mailings based on guarantor and the U.S. Department of Education regulations.  The timing of mailing delinquency notices is automatically updated in the collection system based on the number of days a payment is past due.  Moreover, the collection system identifies customer accounts that require other due diligence in accordance with the U.S. Department of Education regulations.

For a description of the servicing procedures pertaining to the private credit student loans, see “The Student Loan Pools—CitiAssist Loan Program,” above.

Payments on Student Loans

The servicer will deposit all identifiable payments on trust student loans and all proceeds of the trust student loans that it collects or receives from a subservicer during each collection period specified in the related prospectus supplement into the related collection account within three or four business days of the servicer’s receipt.  Any subservicer will be required to remit to the servicer all identifiable payments on trust student loans and all proceeds of the trust student loans collected by the subservicer within four business days of receipt.

However, if specified in the related prospectus supplement, for so long as no administrator default has occurred and is continuing, and provided that any other condition described in the related prospectus supplement is satisfied, the servicer will remit these amounts to the administrator within three business days of receipt.  The administrator will deposit these amounts in the collection account by the business day preceding each monthly servicing payment date.

A business day for this purpose is any day other than a Saturday, a Sunday, or a day on which banking institutions or trust companies in the City of New York or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

The administrator may invest collections, pending deposit into the collection account, at its own risk and for its own benefit, and it will not segregate these funds.  The administrator may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related issuing entity to secure timely remittances as specified in the related prospectus supplement.  The depositor and the servicer will pay the aggregate purchase amount of student loans repurchased by the depositor or purchased by the servicer to the administrator, and the administrator will deposit these amounts into the collection account on or before the business day preceding each distribution date.

No servicing agreement will require the servicer to make advances to any issuing entity and no such advances have been made by the servicer with respect to any trust student loans.

Servicer Covenants

For each issuing entity, the servicer will agree that:

·

it will manage, service, administer and make collections on the trust student loans with reasonable care, using that degree of skill and attention that the servicer exercises with respect to similar student loans that it services on behalf of SLC and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on the interest of the issuing entity;

·

it will not permit any rescission or cancellation of a trust student loan except as ordered by a court or other government authority or as consented to in writing by the eligible lender trustee or owner trustee, as applicable, and the indenture trustee and the indenture administrator, except that it may write off any delinquent loan if the remaining balance of the borrower’s account is less than $50 or, with respect to private student loans, such write off is in accordance with established servicing procedures;

·

it will do nothing to impair the rights of the issuing entity, the indenture trustee, the indenture administrator, the noteholders or, if applicable, the owner trustee, in the trust student loans; and

·

it will not reschedule, revise, defer or otherwise compromise payments due on any trust student loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with the same standards it uses for similar student loans owned by SLC and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including, if applicable, the Higher Education Act.

Upon the discovery of a breach of any covenant that has a materially adverse effect (individually or in the aggregate) on the noteholders, the servicer will purchase the affected trust student loans unless the breach is cured or the issuing entity is reimbursed within the applicable cure period specified on the related prospectus supplement.  However, with respect to FFELP student loans, any breach that relates to compliance with the requirements of the Higher Education Act or the applicable guarantor but that does not affect that guarantor’s obligation to guarantee payment of a trust student loan that is a FFELP student loan will not be considered to have a material adverse effect.  In addition, a finding by the U.S. Department of Education that the Higher Education Act was violated or that a FFELP student loan is no longer insured because of a violation of the Higher Education Act may be required prior to the is suing entity being able to enforce the agreement.

The purchase price of the trust student loan will equal the unpaid principal amount of that trust student loan plus any accrued interest.  If the trust student loan to be purchased is a FFELP student loan, the purchase price will also be calculated using the applicable percentage that would have been insured pursuant to Section 428(b)(1)(G) of the Higher Education Act—generally, 97% for trust student loans first disbursed on or after July 1, 2006 (98% for trust student loans made prior to July 1, 2006)—plus any interest subsidy payments or special allowance payments not paid by, or required to be refunded to, the U.S. Department of Education for that trust student loan as a result of a breach of any covenant of the servicer.  The related trust’s interest in that purchased trust student loan will be assigned to the servicer or its designee.  Alternatively, rather than purchase the trust student loan, the servicer may, in its sole discretion, substitute qualified substitute student loans.

In addition, the servicer will be obligated to reimburse the related trust:

·

for the shortfall, if any, between

(1)

the purchase amount of any qualified substitute student loans and

(2)

the purchase amount of the trust student loans being replaced; and

·

for any accrued interest amounts not guaranteed by or that are required to be refunded to a guarantor and any interest subsidy payments or special allowance payments lost as a result of a breach.

The purchase or substitution and reimbursement obligations of the servicer will constitute the sole remedy available to the issuing entity for any uncured breach.  The servicer’s purchase or substitution and reimbursement obligations are contractual obligations that the issuing entity may enforce, but the breach of these obligations will not constitute an event of default under the indenture.

Servicing Compensation

For each issuing entity, the servicer will receive a servicing fee for each period in an amount specified in the related prospectus supplement.  The servicer will also receive any other administrative fees, expenses and similar charges specified in the related prospectus supplement.  The servicing fee may consist of:

·

a specified annual percentage of the pool balance;

·

a unit amount based on the number of accounts and other activity or event related fees;

·

any combination of these; or

·

any other formulation described in the related prospectus supplement.

The servicing fee may also include specified amounts payable to the servicer for tasks it performs.  The servicing fee may be subject to a maximum monthly amount.  If that is the case, the related prospectus supplement will state the maximum together with any conditions to its application.  The servicing fee, including any unpaid amounts from prior distribution dates, will have a payment priority over the notes, to the extent specified in the applicable prospectus supplement.

The servicing fee compensates the servicer for performing the functions of a third party servicer of student loans, including:

·

collecting and posting all payments,

·

responding to inquiries of borrowers on the trust student loans,

·

investigating delinquencies,

·

pursuing, filing and collecting any program payments,

·

accounting for collections,

·

furnishing monthly and annual statements to the trustees, and

·

paying taxes, accounting fees, outside auditor fees, data processing costs and other costs incurred in administering the student loans.

Net Deposits

If specified in the related prospectus supplement, for so long as no administrator default has occurred and is continuing, and provided that any other condition described in the related prospectus supplement is satisfied, the servicer will remit collections to the administrator within three business days of receipt as an administrative convenience.  The administrator will deposit collections for any collection period net of servicing and administration fees for the same period.  The administrator may make a single, net transfer to the collection account on the business day preceding each distribution date.  The administrator, however, will account to the indenture trustee, the indenture administrator, the eligible lender trustee, as applicable, and the noteholders as if all deposits, distributions and transfers were made individually.

Evidence as to Compliance

The administration agreement will provide that a firm of independent public accountants will furnish to the issuing entity, the indenture trustee and the indenture administrator an annual report attesting to the servicer’s compliance with the terms of that administration agreement and the servicing agreement, including all statutory provisions incorporated into those agreements.  The accounting firm will base this report on its examination of various documents and records and on accounting and auditing procedures considered appropriate under the circumstances.

The administration agreement will require the servicer to deliver to the issuing entity, the indenture trustee and the indenture administrator, concurrently with the compliance report, a certificate signed by an officer of the servicer stating that, to his knowledge, the servicer has fulfilled its obligations under that administration agreement and the related servicing agreement in all material respects.  If there has been a material default, the officer’s certificate for that period will describe the default.  The servicer has agreed to give the indenture trustee and to the eligible lender trustee or the issuing entity, as applicable, notice of servicer defaults under the servicing agreement.

You may obtain copies of these reports and certificates by a request in writing to the eligible lender trustee or issuing entity, as applicable.

Certain Matters Regarding the Servicer

The servicing agreements will provide that the servicer is an independent contractor and that, except for the services to be performed under the servicing agreement, the servicer does not hold itself out as an agent of the issuing entities.

Each servicing agreement will provide that the servicer may not resign from its obligations and duties as servicer unless its performance of these duties is no longer legally permissible.  No resignation will become effective until the indenture administrator or a successor servicer has assumed the servicer’s duties.  The servicer, however, may resign as a result of any sale or transfer of substantially all of its student loan servicing operations relating to the trust student loans if:

·

the successor to the servicer’s operations assumes in writing all of the obligations of the servicer,

·

the sale or transfer and the assumption comply with the requirements of the servicing agreement, and

·

the applicable rating agencies confirm that this will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

All expenses related to the resignation or removal for cause of any servicer will be paid solely by the servicer being replaced.

Each servicing agreement will further provide that neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the issuing entity or to noteholders for taking or not taking any action under the servicing agreement, or for errors in judgment.  However, the servicer will not be protected against:

·

its obligation to purchase trust student loans from an issuing entity as required in the related servicing agreement or to pay to the issuing entity the amount of any program payment which a guarantor or the U.S. Department of Education refuses to pay, or requires the issuing entity to refund, as a result of the servicer’s actions, or

·

any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the servicer’s duties or because of reckless disregard of its obligations and duties.

In addition, each servicing agreement will provide that the servicer is under no obligation to appear in, prosecute or defend any legal action where it is not named as a party.

Under the circumstances specified in each servicing agreement, any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer must assume the obligations of the servicer.

Servicer Default

A servicer default under each servicing agreement will consist of:

·

any failure by the servicer to deposit in the trust accounts any required payment that continues for five business days after the servicer receives written notice from the indenture trustee or the eligible lender trustee, as applicable, or five business days after discovery of such failure by an officer of the servicer;

·

any failure by the servicer to observe or perform in any material respect any other covenant or agreement in the servicing agreement, or any other agreement to which the servicer is a signatory, that materially and adversely affects the rights of noteholders and continues for 60 days after written notice of the failure is given (1) to the servicer by the indenture trustee or the eligible lender trustee, as applicable, or the administrator or (2) to the servicer, the indenture trustee and the eligible lender trustee, as applicable, by holders of 50% or more of the notes;

·

the occurrence of an insolvency event involving the servicer; and

·

any failure by the servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer.

An insolvency event is an event of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or other actions by a person indicating its insolvency, reorganization under bankruptcy proceedings or inability to pay its obligations.

A servicer default will generally not include any failure by the servicer to observe or perform in any material respect any other covenant or agreement in the servicing agreement, or any other agreement to which the servicer is a signatory, so long as the servicer is in compliance with its obligations under the servicing agreement to cure, reimburse for, repurchase or substitute for adversely affected trust student loans and to pay to the applicable trust the amount of any program payments lost as a result of the servicer’s actions in the case of affected trust student loans that are FFELP student loans.

Rights Upon Servicer Default

As long as a servicer default remains unremedied, the indenture trustee or holders of not less than 50% of the outstanding notes may terminate all the rights and obligations of the servicer, except for the obligation to purchase a trust student loan as a result of a covenant breach or to indemnify under certain circumstances.  Only the indenture trustee or the noteholders and not the eligible lender trustee, if applicable, will have the ability to remove the servicer if a default occurs while the notes are outstanding.  Following a termination, a successor servicer appointed by the indenture administrator or the indenture administrator itself will succeed to all the responsibilities, duties and liabilities of the servicer under the servicing agreement and will be entitled to similar compensation arrangements.  The compensation may not be greater than the servicing compensation to the servicer under that servicing agreement, unless the compensation arrangements will not result in a downgrading or withdrawal of the then ratings of the notes.  If the indenture administrator is unwilling or legally unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing of student loans.  If, however, a bankruptcy trustee or similar official has been appointed for the servicer, and no servicer default other than that appointment has occurred, the bankruptcy trustee or similar official may have the power to prevent the indenture administrator or the noteholders from effecting the transfer.

Waiver of Past Defaults

For each issuing entity, the holders of a majority of the outstanding notes in the case of any servicer default which does not adversely affect the indenture trustee or the noteholders may, on behalf of all noteholders, waive any default by the servicer, except a default in making any required deposits to or payments from any of the trust accounts (or giving instruction regarding the same) in accordance with the servicing agreement.  No waiver will extend to any subsequent default or impair the noteholders’ rights as to such subsequent defaults.

Administration Agreement

The Student Loan Corporation, as administrator, will enter into an administration agreement with each issuing entity, the depositor, the servicer, the eligible lender trustee, if applicable, the indenture trustee and the indenture administrator.  Under the administration agreement, the administrator will agree to provide various notices and to perform other administrative obligations required by the indenture, trust agreement and sale agreement.  These services include:

·

directing the indenture administrator to make the required distributions from the trust accounts on each monthly servicing payment date and each distribution date;

·

preparing, based on periodic data received from the servicer, and providing quarterly and annual distribution statements to the eligible lender trustee or issuing entity, as applicable, and the indenture trustee and the indenture administrator and any related U.S. federal income tax reporting information; and

·

providing the notices and performing other administrative obligations required by the indenture, the trust agreement and the sale agreement.

As compensation, the administrator will receive an administration fee specified in the related prospectus supplement.  Except as described in the next paragraph, SLC may not resign as administrator unless its performance is no longer legally permissible.  No resignation will become effective until a successor administrator has assumed SLC’s duties under the administration agreement.

Each administration agreement will provide that SLC may assign its obligations and duties as administrator to an affiliate if the applicable rating agencies confirm that the assignment will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

Administrator Default

An administrator default under the administration agreement will consist of:

·

any failure by the administrator to deliver to the indenture administrator for deposit any required payment by the business day preceding any monthly servicing payment date or distribution date, if the failure continues for five business days after notice or discovery;

·

any failure by the administrator to direct the indenture administrator to make any required distributions from any of the trust accounts on any monthly servicing payment date or any distribution date, if the failure continues for five business days after notice or discovery;

·

any failure by the administrator to observe or perform in any material respect any other term, covenant or agreement in an administration agreement or a related agreement that materially and adversely affects the rights of noteholders and continues for 60 days after written notice of the failure, requiring the failure to be remedied, is given:

(1)

to the administrator by the indenture trustee, the indenture administrator or the eligible lender trustee or issuing entity, as applicable, or

(2)

to the administrator, the indenture trustee, the indenture administrator and the eligible lender trustee or issuing entity, as applicable, by holders of 50% or more of the notes; and

·

the occurrence of an insolvency event involving the administrator.

Rights Upon Administrator Default

As long as any administrator default has not been remedied, the indenture trustee or holders of not less than 50% of the outstanding notes, by written notice to the administrator, may terminate all the rights and obligations of the administrator, except for certain indemnification obligations of the administrator pursuant to the administration agreement.  In the case of FFELP student loans, only the indenture trustee or the noteholders and not the eligible lender trustee may remove the administrator if an administrator default occurs while the notes are outstanding.  Following the termination of the administrator, a successor administrator appointed by the indenture administrator or the indenture administrator itself will succeed to all the responsibilities, duties and liabilities of the administrator under the administration agreement and will be entitled to similar compensation arrangements. The indenture administra tor may make arrangements for compensation to be paid, which compensation may not be greater than the compensation to the administrator under the administration agreement unless the compensation arrangements will not result in a downgrading or withdrawal of the ratings on the notes. If, however, a bankruptcy trustee or similar official has been appointed for the administrator, and no other administrator default other than that appointment has occurred, the bankruptcy trustee or similar official may have the power to prevent the indenture administrator or the noteholders from effecting the transfer.  If the indenture administrator is unwilling or unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing or administration of student loans.

Statements to Indenture Trustee, Indenture Administrator and Issuing Entity

Before each distribution date, the administrator will prepare and provide a statement to the indenture trustee, the indenture administrator and the eligible lender trustee or issuing entity, as applicable, as of the end of the preceding collection period.  The statement will include:

·

the amount of principal distributions for each class;

·

the amount of interest distributions for each class and the applicable interest rates;

·

the pool balance at the beginning and at the end of the preceding collection period;

·

the outstanding principal amount and the note pool factor for each class of the notes for that distribution date;

·

the servicing and the administration fees for that collection period;

·

the interest rates, if available, for the next period for each class;

·

the amount of any aggregate realized losses for that collection period;

·

the amount of any note interest shortfall, note principal shortfall, if applicable, for each class, and any changes in these amounts from the preceding statement;

·

the amount of any carryover servicing fee for that collection period;

·

the amount of any note interest carryover, if applicable, for each class of notes, and any changes in these amounts from the preceding statement;

·

the aggregate purchase amounts for any trust student loans repurchased by the depositor, the servicer or any seller from the issuing entity in that collection period;

·

the balance of trust student loans that are delinquent in each delinquency period as of the end of that collection period;

·

any amounts paid to any credit enhancement provider or swap counterparty;

·

the balance of any reserve account or capitalized interest account, after giving effect to changes in the balance on that distribution date;

·

to the extent applicable, any amount of available credit enhancement drawn upon with respect to that distribution date;

·

any material modifications, extensions or waivers to the terms of the trust student loans, fees, penalties or payments during the related collection period or that cumulatively become material over time;  

·

any material breaches of representations and warranties regarding the trust student loans or if any applicable triggers or asset tests are then in effect;

·

if applicable, the amount of trust student loans added during a pre-funding period (including any add-on consolidation loans) or a revolving period and the amount of any required repurchases or substitutions of trust student loans, to the extent material, and the balance of any related trust accounts as of both the prior and current distribution dates; and

·

amounts distributed to the holders of the trust certificates and the uses of available funds to the extent not otherwise set forth above.

Evidence as to Compliance

Each administration agreement will provide that a firm of independent public accountants will furnish to the issuing entity, the indenture trustee and the indenture administrator an annual report attesting to the administrator’s compliance with the terms of the administration agreement, including all statutory provisions incorporated in the agreement.  The accounting firm will base this report on its examination of various documents and records and on accounting and auditing procedures considered appropriate under the circumstances.

The administration agreement will require the administrator to deliver to the issuing entity, the indenture trustee and the indenture administrator, concurrently with each compliance report, a certificate signed by an officer of the administrator stating that, to his knowledge, the administrator has fulfilled its obligations under that administration agreement in all material respects.  If there has been a material default, the officer’s certificate will describe the default.  The administrator has agreed to give the indenture trustee, the indenture administrator and the eligible lender trustee or owner trustee, as applicable, notice of administrator defaults under the administration agreement.

You may obtain copies of these reports and certificates by a request in writing to the eligible lender trustee or owner trustee, as applicable.

TRADING INFORMATION

The weighted average lives of the notes of any series generally will depend on the rate at which the principal balances of the related student loans are paid.  Payments may be in the form of scheduled amortization or prepayments.  For this purpose, prepayments include borrower prepayments in full or in part, including the discharge of student loans by consolidation loans, or as a result of:

·

default of the borrower;

·

the death, bankruptcy or permanent, total disability of the borrower;

·

closing of the borrower’s school prior to the end of the academic period;

·

false certification by the borrower’s school of his eligibility for the loan;

·

an unpaid school refund;

·

liquidation of the student loan or collection of the related guarantee payments; and

·

purchase of a student loan by the depositor or the servicer.

All of the student loans are prepayable at any time, in whole or in part, without penalty.

A variety of economic, social and other factors, including the factors described below, influence the rate at which student loans prepay.  In general, the rate of prepayments may tend to increase when cheaper alternative financing becomes available.  However, because many student loans bear interest at a rate that is either actually or effectively floating, it is impossible to predict whether changes in prevailing interest rates will correspond to changes in the interest rates on student loans.

On the other hand, scheduled payments on the student loans, as well as their maturities, may be extended due to applicable grace, deferral and forbearance periods, or for other reasons.  The rate of defaults resulting in losses on student loans, as well as the severity and timing of those losses, may affect the principal payments and yield on the notes.  The rate of default also may affect the ability of the guarantors to make guarantee payments.

Some of the terms of payment that a seller offers to borrowers may extend principal payments on the notes. The sellers may offer some borrowers loan payment terms which provide for an interest only period, when no principal payments are required, or graduated, phased-in amortization of the principal, in which case a greater portion of the principal amortization of the loan occurs in the later stages of the loan than if amortization were on a level payment basis. The sellers may also offer income-sensitive repayment plans, under which repayments are based on the borrower’s income. Under these plans, ultimate repayment may be delayed up to five years. If trust student loans have these payment terms, principal payments on the related notes could be affected. If provided in the related prospectus supplement, an issuing entity may elect to offer consolidation loans to borrowers with trust student loans and other student loans. The making of consolidation loans by an issuing entity could increase the average lives of the notes and reduce the effective yield on student loans included in the issuing entity.

The servicing agreements will provide that the servicer may offer, at the request of the applicable seller or the administrator, incentive payment programs or repayment programs currently or in the future made available by that seller or the administrator.  If these benefits are made available to borrowers of trust student loans, the effect may be faster amortization of principal of the affected trust student loans.  We cannot predict how many borrowers will participate in these programs.

In light of the above considerations, we cannot guarantee that principal payments will be made on the notes on any distribution date, since that will depend, in part, on the amount of principal collected on the trust student loans during the applicable period.  As an investor, you will bear any reinvestment risk resulting from a faster or slower rate of prepayment of the loans.

Pool Factors

The pool factor for each class of notes will be a seven-digit decimal computed by the administrator before each distribution date.  Each pool factor will indicate the remaining outstanding balance of the related class, after giving effect to distributions to be made on that distribution date, as a fraction of the initial outstanding balance of that class.  Each pool factor will initially be 1.0000000.  Thereafter, it will decline to reflect reductions in the outstanding balance of the applicable class.  Your portion of the aggregate outstanding balance of a class of notes will be the product of:

·

the original denomination of your note; and

·

the applicable pool factor.

Noteholders will receive reports on or about each distribution date concerning various matters, including the payments the issuing entity has received on the related trust student loans, the pool balance, the applicable pool factor and various other items of information.  See “Certain Information Regarding the Notes—Reports to Noteholders” in this prospectus.

DESCRIPTION OF THE NOTES

General

Each issuing entity may issue one or more classes of notes under an indenture.  We have filed the form of the indenture as an exhibit to the registration statement of which this prospectus is a part.  The following summary describes the important terms of the notes and the indenture.  It does not cover every detail of the notes or the indenture and is subject to all of the provisions of the notes and the indenture.

Each class of notes will initially be represented by one or more notes, registered in the name of the nominee of The Depository Trust Company or, if so provided in the related prospectus supplement, a nominee selected by the common depository for Clearstream Banking, société anonyme (known as Clearstream), formerly known as Cedel Bank, société anonyme, and the Euroclear System in Europe. The notes will be available for purchase in book-entry form only or as otherwise provided in the related prospectus supplement. We have been informed by DTC that DTC’s nominee will be Cede & Co., unless another nominee is specified in the related prospectus supplement. Accordingly, that nominee is expected to be the holder of record of the U.S. Dollar denominated notes of each class. Unless and until definitive notes are issued under the limited circumstances described in this prospectus, an investor i n notes in book-entry form will not be entitled to receive a physical certificate representing a note. All references in this prospectus and in the related prospectus supplement to actions by holders of notes in book-entry form refer to actions taken by DTC, Clearstream or Euroclear, as the case may be, upon instructions from its participating organizations and all references in this prospectus to distributions, notices, reports and statements to holders of notes in book-entry form refer to distributions, notices, reports and statements to DTC, Clearstream or Euroclear or its nominee, as the registered holder of the notes.

Principal and Interest on the Notes

The prospectus supplement will describe the timing and priority of payment, seniority, allocations of losses, note rate and amount of or method of determining payments of principal and interest on each class of notes.  The right of holders of any class of notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes of that series.  Payments of interest on the notes will be made prior to payments of principal.  Each class of notes may have a different note rate, which may be a fixed, variable, adjustable, reset, auction-determined rate or any combination of these rates.  The related prospectus supplement will specify the rate for each class of notes or the method for determining the note rate.  See also “Certain Information Regarding the Notes—Fixed Rate Notes” and “—Floating Rate Notes< /I>” in this prospectus.  One or more classes of notes of a series may be redeemable under the circumstances specified in the related prospectus supplement, including as a result of the depositor’s exercising its option to purchase the related trust student loans.

Under some circumstances, the amount available for these payments could be less than the amount of interest payable on the notes on any distribution date, in which case each class of noteholders will receive its pro rata share of the aggregate amount available for interest on the notes.  See “Certain Information Regarding the Notes—Distributions” and “—Credit and Liquidity  or other Enhancement or Derivative Arrangements” in this prospectus.

In the case of a series which includes two or more classes of notes, the prospectus supplement will describe the sequential order and priority of payment of principal and interest of each class.  Payments of principal and interest of any class of notes will be on a pro rata basis among all the noteholders of that class.

Call Option on the Notes

If specified in the related prospectus supplement, the servicer or one of its affiliates specified in that prospectus supplement may exercise its option to call, in full, one or more classes of notes.  If a class of notes has been called, it will either remain outstanding and be entitled to all interest and principal payments on that class of notes under the related indenture, or the servicer or its specified affiliate will deposit an amount into the collection account sufficient to redeem the specified class of notes, subject to satisfaction of the notice condition set forth in the related prospectus supplement.  Each class of reset rate notes will be subject to the call option described under “Certain Information Regarding  the Notes—The Reset Rate Notes—Call Option.”

Collateral Call

If specified in the related prospectus supplement, the servicer or one of its affiliates will have the right to purchase certain of the trust student loans in an amount sufficient to redeem one or more classes of notes, subject to satisfaction of the notice condition set forth in the related prospectus supplement.  The related prospectus supplement will identify which class or classes of notes will be subject to the collateral call.

The Indenture

General.  The notes will be issued under and secured by an indenture entered into by the issuing entity, the indenture administrator, the indenture trustee, and, if any portion of the trust student loans are FFELP student loans, the eligible lender trustee.  If specified in the related prospectus supplement, the voting rights of noteholders may be limited only to the holders of the most senior class or classes of outstanding notes (except with respect to those matters requiring consent of 100% of all noteholders); and if not so specified, all noteholders will have voting rights regarding any actions requiring the consent of noteholders as set forth below.  

Modification of Indenture.  With the consent of the holders of a majority of the outstanding notes of the related series, the indenture trustee and the eligible lender trustee or the issuing entity, as applicable, may execute a supplemental indenture to add, change or eliminate any provisions of the indenture or to modify the rights of the noteholders.

However, without the consent of the holder of each affected note, no supplemental indenture will:

·

change the due date of any installment of principal of or interest on any note or reduce its principal amount, interest rate or redemption price;

·

change the provisions of the indenture relating to the application of collections on, or the proceeds of the sale of, the trust student loans to payment of principal or interest on the notes;

·

change the place of payment or the payment currency for any note;

·

impair the right to institute suit for the enforcement of provisions of the indenture regarding payment;

·

reduce the percentage of outstanding notes whose holders must consent to any supplemental indenture, waiver of compliance with certain provisions of the indenture or certain defaults under the indenture;

·

modify the provisions of the indenture regarding the voting of notes held by the issuing entity, the depositor or an affiliate;

·

reduce the percentage of outstanding notes whose holders must consent to a sale or liquidation of the trust student loans if the proceeds of the sale would be insufficient to pay the principal amount and accrued interest on the notes;

·

modify the provisions of the indenture which specify the applicable percentages of principal amount of notes necessary to take specified actions except to increase these percentages or to specify additional provisions;

·

modify any of the provisions of the indenture to affect the calculation of interest or principal due on any note on any distribution date or to affect the rights of the noteholders to the benefit of any provisions for the mandatory redemption of the notes; or

·

permit the creation of any lien ranking prior or equal to the lien of the indenture on any of the collateral for that series or, except as otherwise permitted or contemplated in that indenture, terminate the lien of the indenture on any collateral or deprive the holder of any note of the security afforded by that lien.

The issuing entity, the indenture trustee and the indenture administrator may also enter into supplemental indentures, without the consent of noteholders, for the purpose of adding, changing or eliminating any provisions of the indenture or of modifying the rights of noteholders, so long as that action will not, in the opinion of counsel satisfactory to the indenture trustee, adversely affect in any material respect the interest of any noteholder.

Events of Default; Rights Upon Event of Default.  An “event of default” under the indenture will consist of the following:

·

a default for five days or more in the due or punctual payment of interest on any note when due, provided that, so long as any senior class of notes is outstanding, the failure to pay interest on any notes subordinate to that senior class of notes will not constitute an event of default;

·

a default in the due or punctual payment of the principal of any note at maturity;

·

a default in the performance of any covenant or agreement of the issuing entity in the indenture, or a material breach of any representation or warranty made by the issuing entity in the related indenture or in any certificate, if the default or breach has a material adverse effect on the holders of the notes and is not cured within 30 days after notice by the indenture trustee or by holders of at least 25% in principal amount of the outstanding notes; or

·

the occurrence of an insolvency event involving the issuing entity.

The amount of principal required to be distributed to holders of the notes on any distribution date will generally be limited to amounts available after payment of interest and all other prior obligations of the issuing entity.  Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of any event of default until the final scheduled distribution date for that class of notes.

If an event of default occurs and is continuing, the indenture trustee or holders of a majority of the outstanding notes may declare the principal of those notes to be immediately due and payable.  This declaration may, under certain circumstances, be rescinded by the holders of a majority of the outstanding notes. No such rescission shall affect any subsequent default or impair any right of the noteholders as a consequence of such default.

If the notes have been declared to be due and payable following an event of default, the related indenture trustee may, in its discretion,

·

exercise remedies as a secured party against the trust student loans and other properties of the issuing entity that are subject to the lien of the indenture,

·

sell those properties; or

·

elect to have the eligible lender trustee or issuing entity, as applicable, maintain ownership of the trust student loans that are FFELP student loans and continue to apply collections on them as if there had been no declaration of acceleration.

However, the indenture trustee may not sell the trust student loans and other properties following an event of default, other than a default in the payment of any principal at maturity or a default for five days or more in the payment of any interest, unless:

·

the holders of all the outstanding notes consent to the sale,

·

the proceeds of the sale are sufficient to pay in full the principal and accrued interest on the outstanding notes at the date of the sale, or

·

the indenture trustee determines that the collections would not be sufficient on an ongoing basis to make all payments on the notes as the payments would have become due if the notes had not been declared due and payable, and the indenture trustee obtains the consent of the holders of 66⅔% of the outstanding notes.

Subject to the provisions of the applicable indenture relating to the duties of the indenture trustee, if an event of default occurs and is continuing, the indenture trustee will be under no obligation to exercise any of its rights or powers at the request or direction of any of the holders of the notes, if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which it might incur in complying with their request.  Subject to the provisions for indemnification and limitations contained in the related indenture, the holders of a majority of the outstanding notes of a given series will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the indenture trustee and may, in certain cases, waive any default, except a default in the payment of principal or interest or a default under a covenant or provision of the applicable indenture that cannot be modified without the waiver or consent of all the holders of outstanding notes.

No holder of notes of any series will have the right to institute any proceeding with respect to the related indenture, unless:

·

the holder previously has given to the indenture trustee written notice of a continuing event of default,

·

the holders of not less than 25% of the outstanding notes have requested in writing that the indenture trustee institute a proceeding in its own name as indenture trustee,

·

the holder or holders have offered the indenture trustee reasonable indemnity,

·

the indenture trustee has for 60 days after receipt of notice, request and offer of indemnity failed to institute the proceeding, and

·

no direction inconsistent with the written request has been given to the indenture trustee during the 60-day period by the holders of a majority of the outstanding notes.

In addition, the indenture trustee and the noteholders will covenant that they will not at any time institute against the issuing entity any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

The indenture trustee, each seller, the depositor, the administrator, the servicer, the indenture administrator, the eligible lender trustee or the issuing entity, as applicable, in its individual capacity, the noteholders and their owners, beneficiaries, agents, officers, directors, employees, successors and assigns will not be liable for the payment of the principal of or interest on the notes or for the agreements of the issuing entity contained in the indenture.

Certain Covenants.  Each indenture will provide that the issuing entity may not consolidate with or merge into any other entity, unless:

·

the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia,

·

the surviving entity expressly assumes the issuing entity’s obligation to make due and punctual payments on the notes and the performance or observance of every agreement and covenant of the issuing entity under the indenture,

·

no default will occur and be continuing immediately after the merger or consolidation,

·

the issuing entity has been advised that the ratings of the notes would not be reduced or withdrawn as a result of the merger or consolidation, and

·

the issuing entity has received opinions of federal and Delaware tax counsel that the consolidation or merger would have no material adverse U.S. federal or Delaware state tax consequences to the issuing entity or to any holder of the notes.

Each issuing entity will not:

·

except as expressly permitted by the indenture, the transfer and servicing agreements or other related documents, sell, transfer, exchange or otherwise dispose of any of the assets of that issuing entity,

·

claim any credit on or make any deduction from the principal and interest payable on notes of the series, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former holder of notes because of the payment of taxes levied or assessed upon the issuing entity,

·

except as contemplated by the indenture and the related documents, dissolve or liquidate in whole or in part,

·

permit the validity or effectiveness of the indenture to be impaired or permit any person to be released from any covenants or obligations under the indenture, except as expressly permitted by the indenture, or

·

permit any lien, charge or other encumbrance to be created on the assets of the issuing entity, except as expressly permitted by the indenture and the related documents.

No issuing entity may engage in any activity other than as specified under the section of the related prospectus supplement entitled “Formation of the Trust—The Trust.” In addition, no issuing entity will incur, assume or guarantee any indebtedness other than indebtedness evidenced by the notes of a related series and the applicable indenture, except as permitted by the indenture and the related documents.

Indenture Trustee’s Annual Report.  Each indenture trustee will be required to mail all noteholders a brief annual report relating to, among other things, any changes in its eligibility and qualification to continue as the indenture trustee under the indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of indebtedness owing by the issuing entity to the indenture trustee in its individual capacity, the property and funds physically held by the indenture trustee as such and any action taken by it that materially affects the notes and that has not been previously reported.

Satisfaction and Discharge of Indenture.  An indenture will be satisfied and discharged when the indenture trustee has received for cancellation all of the notes or, with certain limitations, when the indenture trustee receives funds sufficient for the payment in full of all of the notes.

The Indenture Trustee.  The prospectus supplement will specify the indenture trustee for each series.  The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the related indenture.  The indenture trustee may resign at any time, in which event the issuing entity must appoint a successor.  Holders of a majority of the outstanding notes may also remove an indenture trustee by notifying the indenture trustee and each applicable rating agency, and appoint a successor.  The issuing entity shall remove any indenture trustee that ceases to be eligible to continue as a trustee under the indenture or if the indenture trustee becomes insolvent.  In those circumstances, the issuing entity must appoint a successor trustee.  Any resignation or removal of the indenture trustee for any series will become effective only when the su ccessor has accepted its appointment.  The Depositor will be responsible for the payment of expenses incurred in connection with the replacement of an indenture trustee.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, fraud, willful misconduct or negligence.  The indenture trustee will be entitled to be indemnified by the administrator for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the indenture and the other transaction agreements.

Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee will be entitled to receive all such amounts owed from cashflow on the trust student loans prior to any amounts being distributed to the noteholders.

The prospectus supplement will specify the principal office of each indenture trustee.

The Indenture Administrator.  The prospectus supplement will specify the indenture administrator for each series.  The indenture administrator will act solely as agent for the indenture trustee, including, without limitation, as paying agent for the notes.

CERTAIN INFORMATION REGARDING THE NOTES

Each class of notes may be fixed rate notes that bear interest at a fixed annual rate or floating rate notes that bear interest at a variable or adjustable annual rate, as more fully described below and in the applicable prospectus supplement.

Fixed Rate Notes

Each class of fixed rate notes will bear interest or return at the annual rate specified in the applicable prospectus supplement.  Unless otherwise specified in the related prospectus supplement interest on each class of fixed rate notes will be computed on the basis of a 360-day year of twelve 30-day months.  See “Description of the Notes—Principal and Interest on the Notes” in this prospectus.

Floating Rate Notes

Each class of floating rate notes will bear interest at an annual rate determined by reference to an interest rate index, plus or minus any spread, and multiplied by any spread multiplier, specified in the related prospectus supplement.  The applicable prospectus supplement will designate the interest rate index for a floating rate note.  The index may be based on LIBOR, a commercial paper rate, a federal funds rate, a U.S. Treasury securities rate, a negotiable certificate of deposit rate or some other rate that is an interest rate for debt instruments. See “—Determination  of Indices” below for a more detailed description of potential indices and how they are calculated.

Floating rate notes also may have either or both of the following:

·

a maximum limitation, or ceiling, on its interest rate, and

·

a minimum limitation, or floor, on its interest rate.

In addition to any prescribed maximum interest rate, the interest rate applicable to any class of floating rate notes will in no event be higher than any maximum rate permitted by law.

Each issuing entity that issues a class of floating rate notes will appoint, and enter into agreements with, a calculation agent to calculate interest on that class.  The applicable prospectus supplement will identify the calculation agent, which may be the administrator, the eligible lender trustee, if applicable, the indenture trustee or the indenture administrator for that series.  In the absence of manifest error, all determinations of interest by the calculation agent will be conclusive for all purposes and binding on the holders of the floating rate notes.  All percentages resulting from any calculation of the rate of interest on a floating rate note will be rounded, if necessary, to the nearest 1/100,000 of 1%, or .0000001, with five one-millionths of a percentage point being rounded upward.

The Auction Rate Notes

Each class of auction rate notes will have a stated maturity set forth in the applicable prospectus supplement and will bear the interest of the rate per annum specified in the prospectus supplement through the first auction date.  The interest period for auction rate notes will initially consist of the number of days set forth in the applicable prospectus supplement.  The interest rate for the auction rate notes will be reset at the interest rate determined pursuant to the auction procedures described in the applicable prospectus supplement, but the rate will not exceed the maximum rate per annum set forth in the applicable prospectus supplement, but the rate will not exceed the maximum rate per annum set forth in the applicable prospectus supplement. Interest on the auction rate notes will accrue daily and will be computed for the actual number of days elapsed on the basis of a year consisting of 360 days or as othe rwise specified in the related prospectus supplement. Interest and, if applicable, principal on the auction rate notes will be payable on the first business day following the expiration of each interest period for the auction rate notes.

Determination of Note Interest Rates.  The procedures that will be used in determining the interest rates on the auction rate notes are summarized in the following paragraphs and in the related prospectus supplement.

The interest rate on each class of auction rate notes will be determined periodically by means of a “Dutch Auction.” In the Dutch Auction, investors and potential investors submit orders through one or more registered broker-dealers, which have been engaged to perform this function for the related issuing entity, as to the principal amount of auction rate notes they wish to buy, hold or sell at various interest rates.  The broker-dealers submit their clients’ orders to the auction agent.  The auction agent processes all orders submitted by all eligible broker-dealers and determines the interest rate for the upcoming interest period.  The broker-dealers are notified by the auction agent of the interest rate for the upcoming interest period and are provided with settlement instructions relating to purchases and sales of auction rate notes.  Auction rate notes will be purchased and sold between i nvestors and potential investors at a price equal to their then-outstanding principal balance plus any accrued interest.  For each series of notes, the related prospectus supplement will specify the auction agent and the broker-dealer(s), unless otherwise specified in the related prospectus supplement.  The related prospectus supplement will also set forth the fees of the auction agent and the broker dealers.

In the auction, the following types of orders may be submitted:

·

“bid/hold orders”—specify the minimum interest rate that a current investor is willing to accept in order to continue to hold auction rate notes for the upcoming interest period;

·

“sell orders”—an order by a current investor to sell a specified principal amount of auction rate notes, regardless of the upcoming interest rate; and

·

“potential bid orders”—specify the minimum interest rate that a potential investor, or a current investor wishing to purchase additional auction rate notes, is willing to accept in order to buy a specified principal amount of auction rate notes.

If an existing investor does not submit orders with respect to all its auction rate notes, the investor will be deemed to have submitted a hold order at the new interest rate for that portion of the auction rate notes for which no order was received.  See the related prospectus supplement for future information on how the auction procedures are used in determining the interest rate on the auction rate notes.

Regardless of the results of an auction, the interest rate will not exceed the maximum auction rate specified in the applicable prospectus supplement. If an auction is not completely successful, there may be insufficient potential bid orders to purchase all the auction rate notes offered for sale.  In these circumstances, the interest rate for the upcoming interest period will equal the maximum auction rate.  Also, if all the auction rate notes are subject to hold orders (i.e., each holder of auction rate notes wishes to continue holding its auction rate notes, regardless of the interest rate), the interest rate for the upcoming interest period will equal the all hold rate, which is the LIBOR rate for a period comparable to the auction period less 0.20%, or as otherwise specified in the related prospectus supplement.

If a payment default on the notes has occurred (which is a failure to pay interest or principal when due and owing), the rate will be the non-payment rate that will be set forth in the related prospectus supplement.

Maximum Auction Rate And Interest Carryovers.  If the auction rate for a class of auction rate notes is greater than the maximum auction rate, then the interest rate applicable to those auction rate notes will be the maximum auction rate.

In such event, if the interest rate for a class of auction rate notes is set at the student loan rate (which is the weighted average interest rate of the trust student loans minus the rate of administrative expenses), the excess of (a) the lower of (1) the auction rate and (2) the maximum auction rate which would have been applied if the student loan rate were not a component of the maximum auction rate, over (b) the student loan rate will, be carried over for that class of auction rate notes. If there are insufficient bid orders to purchase all the auction rate notes of a class of auction rate notes offered for sale in an auction and the interest rate for that class of auction rate notes is set at the student loan rate, the excess of the maximum auction rate which would have been applied if the student loan rate was not a component of the maximum auction rate over the student loan rate will be carried over for that class of auction rate notes. The carryover amount will bear interest calculated at the one-month LIBOR rate, or as otherwise specified in the related prospectus supplement. The ratings of the notes do not address the payment of carryover amounts or interest accrued on carryover amounts.

The carryover amount, and interest accrued thereon, for any class of auction rate notes will be paid on an interest payment date if there are sufficient amounts in the Revenue Fund to pay all interest due on the notes on that interest payment date, and in the case of subordinate notes, payment of the interest carryover on more senior notes plus any interest accrued thereon.  Any carryover amount, and any interest accrued on the carryover amount, due on any auction rate note which is to be redeemed will be paid to the registered owner on the redemption date to the extent that amounts are available.  The prospectus supplement for a series of notes will specify whether or not the carryover amount will be included in the redemption price if an auction rate note is redeemed.

The carryover amount for any class of auction rate notes plus any interest accrued thereon will be allocated to the auction rate notes on a distribution date to the extent funds are available as described in the prospectus supplement on that distribution date.  Any carryover amount and interest accrued on the carryover amount so allocated will be paid to the registered owner on the record date with respect to which the carryover amount accrued on the immediately succeeding auction rate distribution date.

Changes in the Auction Period.  The broker-dealers may, from time to time, change the length of the auction period for a class of auction rate notes in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the auction period and the interest rate borne by the auction rate notes. The broker-dealers will initiate the auction period adjustment by giving written notice to the indenture administrator, the auction agent, each applicable rating agency and the registered owners of the notes as described in the prospectus supplement. Any adjusted auction period, unless otherwise set forth in the prospectus supplement, will be at least 7 days but not more than 270 days. The auction period adjustment will take effect only if approved by the broker-dealers and if the auction agent receives orders suff icient to complete the auction for the new auction period at a rate of interest below the maximum auction rate.

Changes in the Auction Date.  The applicable broker-dealer, with the written consent of the administrator on behalf of the issuing entity, may specify a different auction date for a class of auction rate notes in order to conform with then current market practice with respect to similar securities to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an auction date for the auction rate notes.  If the administrator consents to the change, the broker-dealer agent will provide notice of its determination to specify an earlier auction date in writing at least 10 days prior to the proposed changed auction date to the indenture administrator, the auction agent, the issuing entity, each applicable rating agency and the registered owner.

The Reset Rate Notes

General. The applicable currency and interest rate for a class of reset rate notes will be reset from time to time in a currency and at an interest rate determined using the procedures described below.

Interest. Interest will be payable on the reset rate notes on each applicable distribution date as set forth in the related prospectus supplement. Unless otherwise specified in the prospectus supplement, interest on a class of reset rate notes during any reset period when they bear a fixed rate of interest will accrue daily and will be computed based on:

·

if a class of reset rate notes is denominated in U.S. Dollars, a 360-day year consisting of twelve 30-day months; or

·

if a class of reset rate notes is denominated in a currency other than U.S. Dollars, generally, the Actual/Actual (ISMA) accrual method as described in “—Determination of Indices” below or such other day-count convention as will be set forth in the related remarketing terms determination date notice and in the related prospectus supplement. See, “—Determination of Indices; Day-Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates” below for a description of potential day-count conventions including Actual/Actual (ISMA).

Interest on a class of reset rate notes during any reset period when they bear a floating rate of interest based on three-month LIBOR will accrue daily and will be computed based on the actual number of days elapsed and a 360-day year.

Interest on a class of reset rate notes during any reset period when they bear a floating rate of interest based on LIBOR, GBP-LIBOR, EURIBOR or another index, may be computed on a different basis and use a different interval between interest rate determination dates as described below under “—Determination of Indices; Day-Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates” below.

Interest on a class of reset rate notes during any reset period when they bear interest determined pursuant to the auction procedures will be computed as described under “Certain Information Regarding the Notes—Auction Rate Notes.”

Except for the initial accrual period, an accrual period during any reset period when any class of reset rate notes bears interest at a floating rate of interest, including both U.S. Dollar and non-U.S. Dollar denominated notes, will begin on the last applicable distribution date and end on the day before the next applicable distribution date. Accrual periods when a class of reset rate notes is denominated in U.S. Dollars and bears interest at a fixed rate will begin generally on the 25th day of the month of the immediately preceding distribution date and end on the 24th day of the month of the then-current distribution date, or as otherwise specified in the related prospectus supplement. Accrual periods and distribution dates for payments of interest during any reset period when a class of reset rate notes bears a fixed rate of interest and is denominated in a currency other than U.S. Dollars, may be monthly, quarterly, semi-a nnual or annual, as specified in the related prospectus supplement and, with respect to a remarketing, in the related remarketing terms determination date notice as described under “—Reset Periods” below.

Principal. In general, payments of principal will be made or allocated to any class of reset rate notes on each distribution date in the amount and payment priorities as set forth in the related prospectus supplement. During any reset period a class of reset rate notes may be structured not to receive a payment of principal until the end of the reset period. If a class of reset rate notes is structured in this manner, amounts that otherwise would have been paid to the reset rate noteholders of that class as principal will instead be deposited into an accumulation account established for that class. In that case, those funds will remain in the accumulation account until the next reset date (unless there occurs, prior to that reset date, an optional purchase of the remaining trust student loans by the related servicer or a successful auction of the remaining trust student loans by the indenture administrator) as described in the related prospectus supplement. If structured in this manner, on each reset date, the issuing entity will pay as a distribution of principal all amounts, less any investment earnings, on deposit in an accumulation account, including any amounts deposited on that reset date, to the reset rate noteholders of that class, or to the related swap counterparty for payment to the reset rate noteholders of that class, if the reset rate notes are then denominated in a currency other than U.S. Dollars.

Reset Periods. During the initial reset period for each class of reset rate notes, interest will be payable on each distribution date at the interest rates shown in the applicable prospectus supplement. We refer to each initial reset date, together with each date thereafter on which a class of reset rate notes may be reset with respect to the currency and/or interest rate mode, as a “reset date” and each period in between the reset dates as a “reset period.” All reset dates will occur on a distribution date, and each reset period will end on the day before a distribution date. However, no reset period may end after the day before the related maturity date for the applicable class of reset rate notes.

The applicable currency and interest rate on each class of reset rate notes will be reset as of each reset date as determined by:

·

the remarketing agents, in consultation with the administrator, with respect to the length of the reset period, the currency, i.e. U.S. Dollars, Pounds Sterling, Euros or another currency, whether the interest rate is fixed or floating and, if floating, the applicable interest rate index, the day-count convention, the interest rate determination dates, the interval between interest rate change dates during each accrual period, and the related all-hold rate, if applicable; and

·

the remarketing agents with respect to the determination of the fixed rate of interest or spread to the chosen interest rate index, as applicable.

In the event that a class of reset rate notes is reset to pay (or continues to pay) in a currency other than U.S. Dollars, the reset rate notes are said to be in foreign exchange mode. In such case, the administrator will be responsible for arranging, on behalf of the issuing entity, the required currency swaps to hedge, in whole or in part, against the currency exchange risks that result from the required payment to the reset rate noteholders in a currency other than U.S. Dollars and, together with the remarketing agents, for selecting one or more eligible swap counterparties. In the event that a class of reset rate notes is reset to bear or continues to bear a fixed rate of interest, the administrator will be responsible for arranging, on behalf of the issuing entity, the required interest rate swaps to hedge the basis risk that results from the payment of a fixed rate of interest on the reset rate notes and, together with th e remarketing agents, for selecting one or more eligible swap counterparties. See “—Fixed Rate Mode” below. The spread for each reset period will be determined in the manner described under “—Spread Determination Date” below.

Each reset period will be no less than three months and will always end on the day before a distribution date. The applicable distribution dates when holders will receive interest and/or principal payments will be determined by the remarketing agents, in consultation with the administrator, on the applicable remarketing terms determination date in connection with the establishment of each reset period.

Absent a failed remarketing, holders that wish to be repaid on a reset date will be able to obtain a 100% repayment of principal by tendering their reset rate notes pursuant to the remarketing process, provided that tender is deemed mandatory when a class of reset rate notes is denominated in a currency other than U.S. Dollars during either the then-current or the immediately following reset period, as more fully discussed below.

Interest on each class of reset rate notes during each reset period after the initial reset period will accrue and be payable either:

·

at a floating interest rate, in which case those reset rate notes are said to be in floating rate mode, or

·

at a fixed interest rate, in which case those reset rate notes are said to be in fixed rate mode, in each case as determined by the remarketing agents, in consultation with the administrator and in accordance with the remarketing agreement and the applicable remarketing agency agreement.

Remarketing Terms Determination Date. The initial reset dates for each class of reset rate notes will be as set forth in the related prospectus supplement. On a date that is at least eight business days prior to each reset date, which notice date we refer to as the “remarketing terms determination date,” unless notice of the exercise of the call option described below has already been given, the remarketing agents will notify the related reset rate noteholders whether tender is deemed mandatory or optional as described under “—Tender of Reset Rate Notes; Remarketing Procedures” below. In consultation with the administrator, the remarketing agents will also establish certain terms for the reset rate notes on or prior to the remarketing terms determination date, which terms will be set forth in the related prospectus supplement:

If a class of reset rate notes is denominated in U.S. Dollars during the then-current reset period and will continue to be denominated in U.S. Dollars during the immediately following reset period, on each remarketing terms determination date, the remarketing agents, in consultation with the administrator, will establish the related all-hold rate, as described below. In this event, the reset rate noteholders of that class will be given not less than two business days to choose whether to hold their reset rate notes by delivering a hold notice to the remarketing agents, in the absence of which their reset rate notes will be deemed to have been tendered. See “—Tender of Reset Rate Notes; Remarketing Procedures” below. If a class of reset rate notes is in foreign exchange mode either during the then-current reset period or will be reset into foreign exchange mode on the immediately following reset date, the r elated noteholders will be deemed to have tendered their reset rate notes on the related reset date, regardless of any desire by those holders to retain their ownership thereof, and no all-hold rate will be applicable.

If the remarketing agents, in consultation with the administrator, are unable to determine the terms set forth above that are required to be established on the applicable remarketing terms determination date, then, unless the holder of the call option chooses to exercise its call option, a failed remarketing will be declared on the related spread determination date, all holders will retain their notes, the failed remarketing rate as previously determined in the related prospectus supplement will apply, and a reset period of three months will be established as described under “—Failed Remarketing” below.

In addition, unless notice of the exercise of the related call option has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will provide the required notices as described under “—Tender of Reset Rate Notes; Remarketing Procedures” below.

If a failed remarketing has been declared, all applicable reset rate notes will be deemed to have been held by the applicable holders on the related reset date at the failed remarketing rate regardless of any desire to tender their notes or any mandatory tender of their notes. With respect to any failed remarketing, the next reset period will be established as a three-month period.

Call Option. Each class of reset rate notes will be subject, as of each reset date, to a call option, held by SLC or one of its subsidiaries, for 100% of that class of reset rate notes, exercisable at a price equal to 100% of the principal balance of that class of reset rate notes, less all amounts distributed to the related noteholders as a payment of principal, plus any accrued and unpaid interest not paid by the issuing entity through the applicable reset date. The call option may be exercised by SLC or one of its subsidiaries by giving notice to the administrator of its exercise of the option. This notice may be given at any time during the period beginning on the first day following the distribution date immediately preceding the next applicable reset date until the determination of the related spread or fixed rate of interest on the related spread determination date or upon the declaration of a failed remarketing i f declared prior to that date. If exercised, the purchase under the call option will be made effective as of the related reset date. Once notice is given, the holder of the call option may not rescind its exercise of that call option.

If a call option is exercised, the interest rate for the related class of reset rate notes following the reset date of the purchase under the call option will be:

·

if no swap agreement was in effect for that class during the previous reset period, the floating rate applicable for the most recent reset period during which the failed remarketing rate was not in effect; or

·

if one or more swap agreements were in effect for that class during the previous reset period, a three-month LIBOR-based rate equal to the weighted average of the floating rates of interest that the issuing entity paid to the related swap counterparties hedging currency and/or basis risk for that class during the preceding reset period; and

·

a reset period of three months will be established, at the end of which the purchaser under the call option may either remarket that class pursuant to the remarketing procedures set forth below or retain that class for one or more successive three-month reset periods at the existing call rate.

The interest rate will continue to apply for each reset period while the holder of an exercised call option retains the related reset rate notes.

In addition, for reset rate notes listed on the Irish Stock Exchange, the administrator will notify the Irish Stock Exchange of the exercise of a call option.

Spread Determination Date. Three business days prior to the related reset date, which we refer to as the “spread determination date,” the remarketing agents will set the applicable spread above or below the applicable index, with respect to reset rate notes that will be in floating rate mode during the next reset period, or applicable fixed rate of interest, with respect to reset rate notes that will be in fixed rate mode during the next reset period, in either case, at a rate that, in the reasonable opinion of the remarketing agents, will enable all of the tendered reset rate notes to be remarketed by the remarketing agents at 100% of the principal balance of that class of reset rate notes. Also, if applicable, the administrator and the remarketing agents will select from the bids received from the eligible swap counterparty or counterparties, with which the issuing entity will enter into swap agreements to he dge basis and/or currency risks for the next related reset period. If a class of reset rate notes is to be reset to foreign exchange mode, the exchange rate for the applicable currency to be issued on the next reset date, the related extension rate and related failed remarketing rate for the upcoming reset period will be determined pursuant to the terms of the related currency swap agreement. If required for the immediately following reset period, on or before the related spread determination date the administrator will arrange for new or additional securities identification codes to be obtained as described under “—Reset Rate Notes—Identification Numbers” below.

Failed Remarketing.  There will be a failed remarketing if:

·

the remarketing agents cannot determine the applicable required reset terms (other than the related spread or fixed rate) on the related remarketing terms determination date;

·

the remarketing agents cannot establish the required spread or fixed rate on the related spread determination date;

·

either sufficient committed purchasers cannot be obtained for all tendered reset rate notes at the spread or fixed rate set by the remarketing agents, or any committed purchasers default on their purchase obligations (and the remarketing agents choose not to purchase those reset rate notes themselves);

·

one or more interest rate and/or currency swap agreements satisfying all required criteria cannot be obtained, if applicable as described under “—Foreign Exchange Mode” “—Floating Rate Mode” and
“—Fixed Rate Mode” below;

·

the issuing entity is unable to obtain a favorable tax opinion with respect to certain tax related matters;

·

certain conditions specified in the related remarketing agreement are not satisfied; or

·

any rating agency then rating the notes has not confirmed or upgraded its then-current ratings of any class of notes, if that confirmation is required.

In the event a failed remarketing is declared with respect to a class of reset rate notes at a time when those notes are denominated in U.S. Dollars:

·

all holders of that class will retain their reset rate notes (including in all deemed mandatory tender situations);

·

the related interest rate will be reset to a failed remarketing rate of three-month LIBOR plus the related spread;

·

the related reset period will be three months; and

·

any existing interest rate swap agreement will be terminated in accordance with its terms.

In the event a failed remarketing is declared with respect to any class of reset rate notes at a time when those notes are denominated in a currency other than U.S. Dollars:

·

all holders of that class will retain their reset rate notes;

·

that class will remain denominated in the then-current non-U.S. Dollar currency;

·

each existing currency swap agreement will remain in effect and each currency swap counterparty will be entitled to receive quarterly interest payments from the issuing entity at an increased LIBOR-based rate, which we refer to in this prospectus as the “extension rate”;

·

the issuing entity will be entitled to receive from each currency swap counterparty, for payment to the applicable reset rate noteholders, quarterly floating rate interest payments at the specified failed remarketing rate; and

·

the related reset period will be three months.

If there is a failed remarketing of a class of reset rate notes, however, the related holders of that class will not be permitted to exercise any remedies as a result of the failure of their class of reset rate notes to be remarketed on the related reset date.

Foreign Exchange Mode. A class of reset rate noteholders will always receive payments during the related reset period in the currency in which the related class was originally denominated on the closing date with respect to the initial reset period and on the related reset date with respect to subsequent reset periods. As of the closing date with respect to the initial reset period, and as of the related reset date, if a class of reset rate notes are to be reset in foreign exchange mode on that reset date, the administrator, on behalf of the issuing entity, will enter into one or more currency swap agreements with one or more eligible swap counterparties:

·

to hedge the currency exchange risk that results from the required payment of principal and interest by the issuing entity in the applicable currency during the upcoming reset period;

·

to pay additional interest accrued between the reset date and the special reset payment date as described below, at the applicable interest rate and in the applicable currency for a class of reset rate notes from and including the related reset date to, but excluding the second business day following the related reset date; and

·

to facilitate the exchange to the applicable currency of all secondary market trade proceeds from a successful remarketing, or proceeds from the exercise of the call option, on the applicable reset date.

Under any currency swap agreement between the issuing entity and one or more swap counterparties, each related swap counterparty will be obligated to pay to the issuing entity or a paying agent on behalf of the issuing entity, as applicable:

·

on the effective date of that currency swap agreement for the related reset date, the U.S. Dollar equivalent of all secondary market trade proceeds received from purchasers of the related class of reset rate notes using the exchange rate established on the effective date of that currency swap agreement or, with respect to the initial currency swap agreement, the U.S. Dollar equivalent of all proceeds received on the closing date from the sale of the related class using the exchange rate set forth in the initial currency swap agreement, as described in the related prospectus supplement;

·

on or before each distribution date, (1) the rate of interest on the related class of reset rate notes multiplied by the outstanding principal balance of the related class of reset rate notes denominated in the applicable currency and (2) the currency equivalent of the U.S. Dollars that swap counterparty concurrently receives from the issuing entity as a payment of principal allocated to the related class of reset rate notes, including, on the maturity date for the related class of reset rate notes, if a currency swap agreement is then in effect, the remaining outstanding principal balance of the related class of reset rate notes, but only to the extent that the required U.S. Dollar equivalent amount is received from the issuing entity on that date, using the exchange rate established on the applicable effective date of the currency swap agreement;

·

with respect to a distribution date that is also a reset date, other than for distribution dates during a reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable currency for the related class of reset rate notes from and including the related reset date to, but excluding, the second business day following the related reset date; and

·

on the reset date corresponding to a successful remarketing or an exercise of the call option of the related class of reset rate notes, the currency equivalent of all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option received as of that reset date, as applicable, using the exchange rate established on the effective date of the applicable currency swap agreement for that reset date.

In return, each related swap counterparty will receive from the issuing entity:

·

on the effective date of that currency swap agreement for the related reset date, all secondary market trade proceeds received from purchasers of the related class of reset rate notes in the applicable currency;

·

on or before each distribution date, (1) an interest rate of three-month LIBOR plus or minus a spread, as determined from the bidding process described below, multiplied by that swap counterparty’s pro rata share, as applicable, of the U.S. Dollar equivalent of the outstanding principal balance of the related class of reset rate notes, and (2) that swap counterparty’s pro rata share of all payments of principal in U.S. Dollars that are allocated to the related class of reset rate notes; provided that if so provided in the related prospectus supplement, all principal payments allocated to those notes on any distribution date will be deposited into the related accumulation account and paid to each related swap counterparty on or about the next reset date (including all amounts required to be deposited in the related accumulation account on the related reset date), but excluding all investment earnings thereon; and

·

on the reset date corresponding to a successful remarketing or an exercise of the call option of the related class of reset rate notes, all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option, as applicable, received (1) from the remarketing agents that the remarketing agents either received directly from the purchasers of the related class of reset rate notes being remarketed, if in U.S. Dollars; (2) from the new swap counterparty or counterparties pursuant to the related currency swap agreements for the upcoming reset period, if in a currency other than U.S. Dollars; or (3) from the holder of the call option, as applicable.

All such currency swap agreements will terminate, generally, on the earliest to occur of:

·

the next succeeding related reset date resulting in a successful remarketing;

·

the purchase of all outstanding notes on a reset date, following the exercise of a call option;

·

the distribution date on which the outstanding principal balance of the related class of reset rate notes is reduced to zero, excluding for such purpose all amounts on deposit in the related accumulation account; or

·

the maturity date of the related class of reset rate notes.

Any applicable currency swap agreement may also terminate as a result of the optional purchase of the trust student loans by the related servicer or an auction of the trust student loans by the related indenture administrator. No currency swap agreement will terminate solely due to the declaration of a failed remarketing.

The remarketing agents, in consultation with the administrator, in determining the counterparty or counterparties to the required currency swap agreements, will solicit bids regarding the LIBOR-based interest rate, extension rate and other terms from at least three eligible swap counterparties and will select the lowest of these bids to provide the currency swap agreements. If the lowest bidder specifies a notional amount that is less than the outstanding principal balance of the related class of reset rate notes, the remarketing agents, in consultation with the administrator, may select more than one eligible swap counterparty, but only to the extent that such additional eligible swap counterparties have provided the next lowest received bid or bids, and enter into more than one currency swap agreement to fully hedge the then outstanding principal balance of the related class of reset rate notes. On or before the spread determ ination date, the remarketing agents, in consultation with the administrator, will select the swap counterparty or counterparties.

The terms of all currency swap agreements must satisfy the notice condition set forth in the related prospectus supplement. The inability to obtain any required currency swap agreement, either as a result of the failure to satisfy the applicable notice condition or otherwise, will, in the absence of an exercise of the call option, result in the declaration of a failed remarketing on the related reset date; provided that, if the remarketing agents, in consultation with the administrator, on or before the remarketing terms determination date, determine that it is unlikely that currency swap agreements satisfying the above criteria will be obtainable on the related reset date, the related class of reset rate notes must be reset to U.S. Dollars on the related reset date. No new currency swap agreements will be entered into by the issuing entity for the applicable reset period following an exercise of the call option.

If the related class of reset rate notes either is currently in foreign exchange mode or is to be reset into foreign exchange mode, they will be deemed tendered mandatorily by the holders thereof on the related reset dates. Affected reset rate noteholders desiring to retain some or all of their reset rate notes will be required to repurchase such reset rate notes through the remarketing agents. Such reset rate noteholders may not be allocated their desired amount of notes as part of the remarketing process. In addition, with respect to reset dates where the related class of reset rate notes is to be reset into the same non-U.S. Dollar currency as during the previous period, the aggregate principal balance of the related class of reset rate notes following a successful remarketing probably will be higher or lower than it was during the previous reset period. This will occur as a result of fluctuations in the related U.S. Dollar/ applicable non-U.S. Dollar currency exchange rates between the rate in effect on the previous reset date and the new exchange rate that will be in effect for the required replacement currency swap agreements.

If a distribution date for that class of reset rate notes denominated in a foreign currency coincides with a reset date, due to time zone differences and for purposes of making payments through Euroclear and Clearstream, all principal payments and any remaining interest payments due from the issuing entity will be made to the related reset rate noteholders on or before the second business day following such distribution date. We sometimes refer to such date as the special reset payment date. Under the currency swap agreement for such reset period, the reset rate noteholders will be entitled to receive such amounts plus approximately two additional business days of interest at the interest rate for the prior reset period in the applicable non-U.S. Dollar currency calculated from the period including the related reset date to, but excluding, the second business day following such reset date. However, if a currency swap agreement is terminated, the issuing entity will not pay to the related noteholders interest for those additional days. In addition, for any reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option for that class of reset rate notes as described below, payments of interest and principal to the related reset rate noteholders will be made on the special reset payment date without the payment of any additional interest.

In such event, the issuing entity, in consultation with the administrator, will attempt to enter into a substitute currency swap agreement with similar currency exchange terms in order to obtain sufficient funds to provide for an open market purchase of the amount of the applicable currency needed to make the required payments.

In the event no currency swap agreement is in effect on any applicable distribution date or related reset date when payments are required to be made, the issuing entity will be obligated to engage in a spot currency transaction to exchange U.S. Dollars at the current exchange rate for the applicable currency in order to make payments of interest and principal on the applicable class of reset rate notes in that currency.

In addition, the indenture will require that, on each reset date that involves a mandatory tender, the issuing entity obtains a favorable opinion of counsel with respect to certain tax related matters; however, prospective purchasers are strongly encouraged to consult with their tax advisors as to the tax consequences to them of purchasing, owning or disposing of a class of reset rate notes.

Floating Rate Mode. If a class of reset rate notes is to be reset in U.S. Dollars and to bear a floating rate of interest, then, during the corresponding reset period, it will bear interest at a per annum rate equal to the applicable interest rate index, plus or minus the applicable spread, as determined on the relevant spread determination date.

In addition, if the remarketing agents, in consultation with the administrator, determine that it would be in the best interest of the issuing entity based on then-current market conditions during any reset period when a class of reset rate notes bears a floating rate of interest, or if otherwise required to satisfy the notice condition set forth in the related prospectus supplement, the issuing entity will enter into one or more swap agreements with eligible swap counterparties for the next reset period to hedge some or all of the basis risk. In exchange for providing payments to the issuing entity at the applicable interest rate index plus the related spread, each swap counterparty will be entitled to receive on each distribution date a payment from the issuing entity equal to three-month LIBOR plus or minus a spread, which must satisfy the applicable notice condition. The remarketing agents, in consultation with the administ rator, generally will use the procedures set forth above under “—Foreign Exchange Mode” in the selection of the related swap counterparties and the establishment of the applicable spread to three-month LIBOR.

Principal payments on a class of reset rate notes in floating rate mode generally will be made on each applicable distribution date. However, if so provided in the related prospectus supplement, principal payments may be allocated to a related accumulation account in the manner described under “—Fixed Rate Mode” below.

Fixed Rate Mode. If a class of reset rate notes is to be reset in U.S. Dollars and to bear a fixed rate of interest, then the applicable fixed rate of interest for the corresponding reset period will be determined on the spread determination date by adding:

·

the applicable spread as determined by the remarketing agents on the spread determination date; and

·

the yield to maturity on the spread determination date of the applicable fixed rate pricing benchmark, selected by the remarketing agents, as having an expected weighted average life based on a scheduled maturity at the next reset date, which would be used in accordance with customary financial practice in pricing new issues of asset-backed securities of comparable average life, provided, that the remarketing agents shall establish such fixed rate equal to the rate that, in the reasonable opinion of the remarketing agents, will enable all of the tendered reset rate notes to be remarketed by the remarketing agents at 100% of their outstanding principal balance. However, such fixed rate of interest will in no event be lower than the related all-hold rate, if applicable.

Interest on a class of reset rate notes during any reset period when the class bears a fixed rate of interest and is denominated in U.S. Dollars will be computed on the basis of a 360-day year of twelve 30-day months unless the related prospectus supplement states otherwise. Interest on the related class of reset rate notes during any reset period when the class bears a fixed rate of interest and is denominated in a currency other than U.S. Dollars generally will be calculated based on the Actual/Actual (ISMA) accrual method as described under
“—Determination of Indices” below, or such other day-count convention as is established on the related remarketing terms determination date or in the related prospectus supplement. Such interest will be payable on each distribution date at the applicable fixed rate of interest, as determined on the spread determination date, during the relevant reset period.

Principal on a class of reset rate notes during any reset period when the class bears a fixed rate of interest, both when the class is denominated in U.S. Dollars and when in foreign exchange mode, generally is not payable on distribution dates. Instead, principal that would be payable on a distribution date will be allocated to that class of reset rate notes and deposited into the related accumulation account, where it will remain until the next reset date for that class, unless there occurs prior to the related reset date (but not earlier than the initial reset date), an optional termination of the issuing entity, an optional purchase of the remaining trust student loans by the related servicer or a successful auction of the remaining trust student loans by the related indenture administrator. When the class is denominated in U.S. Dollars, all amounts then on deposit in the related accumulation account, less any investment ea rnings, including any allocation of principal made on the same distribution date, will be distributed as a payment in reduction of principal on that reset date to the reset rate noteholders, as of the related record date. When a class is denominated in foreign exchange mode, such amounts will be distributed on or about such reset date to the related swap counterparty, in exchange for the equivalent amount of the applicable non-U.S. Dollar currency to be paid to the related holders on that reset date, subject to any delay in payments through the applicable European clearing agencies.

However, in the event that on any distribution date the amount, less any investment earnings, on deposit in the related accumulation account would equal the outstanding principal balance, or if in foreign exchange mode, the U.S. Dollar equivalent thereof, of the related class of reset rate notes, then no additional amounts will be deposited into the related accumulation account, and all amounts therein, less any investment earnings, will be distributed on the next related reset date to the related holders, or if in foreign exchange mode, on or about such reset date to the related swap counterparty, in exchange for the equivalent amount of the applicable non-U.S. Dollar currency to be paid to related holders on or about that reset date. On such reset date the principal balance of related class of reset rate notes will be reduced to zero. Amounts, less any investment earnings, on deposit in the related accumulation account may be used only to pay principal on related class of reset rate notes, or to make payments to the related swap counterparty, but solely in exchange for the equivalent amount of the applicable non-U.S. Dollar currency at the conversion rate set forth in the related currency swap agreement, and for no other purpose. All investment earnings on deposit in the related accumulation account will be withdrawn on each distribution date and deposited into the collection account.

The related indenture administrator, subject to sufficient available funds therefor and based solely upon the written instructions of the administrator, will deposit into the supplemental interest account the related supplemental interest account deposit amount as described in the related prospectus supplement.

In addition, if a class of reset rate notes is to be remarketed to bear interest at a fixed rate, the issuing entity will enter into one or more interest rate swap agreements with eligible swap counterparties on the related reset date, as applicable, to facilitate the issuing entity’s ability to pay interest at a fixed rate, and such interest rate swap will be made as part of any required currency swap agreement as described in “—Foreign Exchange Mode” above. Each such interest rate swap agreement will terminate, generally, on the earliest to occur of:

·

the next succeeding reset date, if the related class of reset rate notes is then denominated in U.S. Dollars, or the next succeeding reset date resulting in a successful remarketing, if that class is then in foreign exchange mode;

·

the related reset date of an exercise of the call option;

·

the distribution date on which the outstanding principal balance of the related class of reset rate notes is reduced to zero, including as the result of the optional purchase of the remaining trust student loans by the related servicer or an auction of the trust student loans by the related indenture administrator; or

·

the maturity date of the related class of reset rate notes.

No interest rate swap agreement with respect to a class of reset rate notes then in foreign exchange mode will terminate solely due to the declaration of a failed remarketing. Each interest rate swap agreement must satisfy the notice condition set forth in the related prospectus supplement. No new interest rate swap agreement will be entered into by the issuing entity for any reset period where the call option has been exercised. The remarketing agents, in consultation with the administrator, generally will use procedures similar to those set forth above under “—Foreign Exchange Mode” in the selection of the related swap counterparties and the establishment of the applicable spread to three-month LIBOR.

In exchange for providing a payment equal to interest at the fixed rate due to a class of reset rate notes, the related swap counterparty will be entitled to receive on each distribution date a payment from the issuing entity, as a trust swap payment, in an amount based on three-month LIBOR, plus or minus a spread, as determined from the bidding process described above.

Tender of Reset Rate Notes; Remarketing Procedures. On the date specified in the prospectus supplement, the issuing entity, the administrator and the remarketing agents named therein will enter into a remarketing agreement for the remarketing of the reset rate notes by the remarketing agents. The administrator, in its sole discretion, may change the remarketing agents or designate a lead remarketing agent for the reset rate notes for any reset period at any time on or before the related remarketing terms determination date. In addition, the administrator will appoint one or more additional remarketing agents, if necessary, for a reset date when a class of reset rate notes will be remarketed in a currency other than U.S. Dollars. Furthermore, a remarketing agent may resign at any time provided that no resignation may become effective on a date that is later than 15 business days prior to a remarketing terms determination date.

Unless notice of the exercise of the related call option has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will:

·

inform DTC, Euroclear and Clearstream, as applicable, of the identities of the applicable remarketing agents and (1) if the applicable class of reset rate notes is denominated in U.S. Dollars in both the then-current and immediately following reset period, that such class of notes is subject to automatic tender on the reset date unless a holder elects not to tender its particular reset rate notes, or (2) if the applicable class of reset rate notes is then in, or to be reset in, foreign exchange mode, that such class of notes is subject to mandatory tender by all of the holders thereof, and

·

request that DTC, Euroclear and Clearstream, as applicable, notify its participants of the contents of the notice given to DTC, Euroclear and Clearstream, as applicable, the notices to be given on the remarketing terms determination date and the spread determination date, and the procedures that must be followed if any beneficial owner of a reset rate note wishes to retain its notes or any procedures to be followed in connection with a mandatory tender of such notes, each as described below.

This will be the only required notice given to holders prior to a remarketing terms determination date and with respect to the procedures for electing not to tender or regarding a mandatory tender of a class of reset rate notes. If DTC, Euroclear and Clearstream, as applicable, or its respective nominee is no longer the holder of record of the related class of reset rate notes, the administrator will establish procedures for the delivery of any such notice to the related noteholders.

On each remarketing terms determination date, the issuing entity, the administrator and the remarketing agents will enter into a remarketing agency agreement that will set forth certain terms of the remarketing described under “—Remarketing Terms Determination Date” above, and on the related spread determination date, unless a failed remarketing is declared, 100% of the related noteholders have delivered a hold notice, or an exercise of the related call option has occurred, such remarketing agency agreement will be supplemented to include the other required terms of the related remarketing described under “—Spread Determination Date” above.

On the reset date that commences each reset period, if the reset rate notes are not subject to mandatory tender, each reset rate note will be automatically tendered, or deemed tendered, to the relevant remarketing agent for remarketing by such remarketing agent on the reset date at 100% of its outstanding principal balance, unless the holder, by delivery of a hold notice, if applicable, elects not to tender its reset rate note. If the related class of reset rate notes are held in book-entry form, 100% of the outstanding principal balance of such class will be paid in accordance with the standard procedures of DTC, which currently provide for payments in same-day funds or procedures of Euroclear and Clearstream which, due to time zone differences, will be required to provide for payment of principal and interest due on the related distribution date approximately two business days following the reset date, and, with respect to ea ch reset date, other than for any reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the related reset date to, but excluding, the second business day following such reset date. Beneficial owners that tender their reset rate notes through a broker, dealer, commercial bank, trust company or other institution, other than the remarketing agent, may be required to pay fees or commissions to such institution. If a beneficial owner has an account at a remarketing agent and tenders its reset rate notes through that account, the beneficial owner will not be required to pay any fee or commission to the remarketing agent.

If applicable, the hold notice must be received by a remarketing agent during the period commencing on the remarketing terms determination date and ending on the notice date. To ensure that a hold notice is received on a particular day, the beneficial owner must direct its broker or other designated direct or indirect participant to give the hold notice before the broker’s cut-off time for accepting instructions for that day. Different firms may have different cutoff times for accepting instructions from their customers. Accordingly, beneficial owners should consult the brokers or other direct or indirect participants through which they own their interests in the reset rate notes for the cut-off times for those brokers or participants. A delivered hold notice will be irrevocable, but will be subject to a mandatory tender of the reset rate notes pursuant to any exercise of the call option. If a hold notice is not timely rec eived for any reason by a remarketing agent on the notice date, the beneficial owner of a class of reset rate notes will be deemed to have elected to tender such notes for remarketing by the relevant remarketing agent. All of the reset rate notes of the applicable class, whether or not tendered, will bear interest upon the same terms.

The remarketing agents will attempt, on a reasonable efforts basis, to remarket the tendered reset rate notes at a price equal to 100% of the aggregate principal balance so tendered. We cannot assure you that the remarketing agents will be able to remarket the entire principal balance of the reset rate notes tendered in a remarketing. The obligations of the remarketing agents will be subject to conditions and termination events customary in transactions of this type, including conditions that all of the notes subject to remarketing in fact were not called, none of the notes have been downgraded or put under review by the applicable rating agencies, no events of default with respect to the notes have occurred, and no material adverse change in the issuing entity’s financial condition has occurred between the remarketing terms determination date and the reset date. If the call option is not timely exercised and the remarketi ng agents are unable to remarket some or all of the tendered reset rate notes and, in their sole discretion, elect not to purchase those reset rate notes, then the remarketing agents will declare a failed remarketing, all holders will retain their notes, the related reset period will be fixed at three months, and the related interest rate will be set at the related failed remarketing rate.

No noteholder or beneficial owner of any reset rate note will have any rights or claims against any remarketing agent as a result of the remarketing agent’s not purchasing that reset rate note. The remarketing agents will have the option, but not the obligation, to purchase any reset rate notes tendered that they are not able to remarket.

Each of the remarketing agents, in its individual or any other capacity, may buy, sell, hold and deal in the reset rate notes. Any remarketing agent may exercise any vote or join in any action which any beneficial owner of the reset rate notes may be entitled to exercise or take with like effect as if it did not act in any capacity under the remarketing agency agreement. Any remarketing agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the issuing entity, the depositor, the servicer or the administrator as freely as if it did not act in any capacity under the remarketing agency agreement.

Each of the remarketing agents will be entitled to receive a fee from amounts on deposit in the remarketing fee account in connection with their services rendered for each reset date. The remarketing agents also will be entitled to reimbursement from the issuing entity, on a subordinated basis, or from the administrator, if there are insufficient available funds on the related distribution date, for certain expenses associated with each remarketing. The fees associated with each successful remarketing and certain out-of-pocket expenses with respect to each reset date will be payable generally from amounts on deposit from time to time in the remarketing fee account. Unless otherwise specified in a related prospectus supplement, on each distribution date that is one year or less prior to a reset date, available funds will be deposited into the remarketing fee account, prior to the payment of interest on any class of notes, in an amount up to the quarterly funding amount as specified in the related supplement. If the amount on deposit in the remarketing fee account, after the payment of any remarketing fees there from, exceeds the reset period target amount as specified in the related supplement or, such excess will be withdrawn on the distribution date immediately following the related reset date, deposited into the collection account and included in available funds for that distribution date. In addition, all investments on deposit in the remarketing fee account will be withdrawn on the next distribution date, deposited into the collection account and included in available funds for that distribution date. Also, if on any distribution date a senior security interest shortfall would exist, or if on the maturity date for any class of senior notes, available funds would not be sufficient to reduce the principal balance of such class to zero, the amount of such senior security interest shortfall or principal deficiency, as applicable, to the extent sums are on deposit in the remarketing fee account, may be withdrawn from that account and used for payment of interest or principal on the senior notes.

Determination of Indices; Day-Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates. For any class of notes that bears interest at a LIBOR-based rate, interest due for any accrual period generally will be determined on the basis of an Actual/360 day year. If a class of notes bears interest at a fixed rate and is denominated in U.S. Dollars, interest due for any accrual period generally will be determined on the basis of a 30/360 day year. If a class of reset rate notes bears interest at a floating rate that is not LIBOR-based and/or is denominated in a currency other than U.S. Dollars, the remarketing agents, in consultation with the administrator, will set forth the applicable day-count basis for the related reset period as specified in the related prospectus supplement and in the written notice sent to the reset rate noteholders on the related remarketing terms determination date. The applicable da y-count basis will be determined in accordance with prevailing market conventions and existing market conditions, but generally will be limited to the following accrual methods:

·

“30/360” which means that interest is calculated on the basis of a 360-day year consisting of twelve 30-day months;

·

“Actual/360” which means that interest or any other relevant factor is calculated on the basis of the actual number of days elapsed in a year of 360 days;

·

“Actual/365 (fixed)” which means that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days, regardless of whether accrual or payment occurs in a leap year;

·

“Actual/Actual (accrual basis)” which means that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days, or 366 days for every day in a leap year;

·

“Actual/Actual (payment basis)” which means that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days if the interest period ends in a non-leap year, or 366 days if the interest period ends in a leap year, as the case may be; and

·

“Actual/Actual (ISMA)” is a calculation in accordance with the definition of “Actual/Actual” adopted by the International Securities Market Association (“ISMA”), which means that interest is calculated on the following basis:

·

where the number of days in the relevant accrual period is equal to or shorter than the determination period during which such accrual period ends, the number of days in such accrual period divided by the product of (A) the number of days in such determination period and (B) the number of distribution dates that would occur in one calendar year; or

·

where the accrual period is longer than the determination period during which the accrual period ends, the sum of:

(1)

the number of days in such accrual period falling in the determination period in which the accrual period begins divided by the product of (x) the number of days in such determination period and (y) the number of distribution dates that would occur in one calendar year; and

(2)

the number of days in such accrual period falling in the next determination period divided by the product of (x) the number of days in such determination period and (y) the number of distribution dates that would occur in one calendar year;

where “determination period” means the period from and including one calculation date to but excluding the next calculation date and “calculation date” means, in each year, each of those days in the calendar year that are specified herein as being the scheduled distribution dates.

For any class of notes that bears interest at a LIBOR-based rate, the related interest rate determination dates will be LIBOR determination dates, as described under “—LIBOR” below. If the reset rate notes bear interest at a floating rate, the remarketing agents, in consultation with the administrator, and in accordance with prevailing market conventions and existing market conditions, will set forth the applicable dates, or intervals between dates, on which the applicable rate of interest will be determined, and the related dates on which such interest rates will be changed during each related accrual period during a reset period, as part of the written notice sent to the reset rate noteholders on the related remarketing terms determination date and as set forth in the related prospectus supplement.

LIBOR. LIBOR, for any accrual period, will be the London interbank offered rate for deposits in U.S. Dollars having the specified maturity commencing on the first day of the accrual period, which appears on the Reuters LIBOR01 Page as of 11:00 a.m., London time, on the related LIBOR determination date.  If an applicable rate does not appear on the Reuters LIBOR01 Page, the rate for that day will be determined on the basis of the rates at which deposits in U.S. Dollars, having the specified maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR determination date, to prime banks in the London interbank market by the Reference Banks. The administrator will request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the administrator, at approximately 11:00 a.m. New York time, on that LIBOR determination date, for loans in U.S. Dollars to leading European banks having the specified maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, LIBOR in effect for the applicable accrual period will be LIBOR for the specified maturity in effect for the previous accrual period.

For this purpose:

·

“LIBOR determination date” means, for each accrual period, the second business day before the beginning of that accrual period.

·

“Reference Banks” means four major banks in the London interbank market selected by the administrator.

·

“Reuters LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

For purposes of calculating LIBOR, a business day is any day on which banks in New York City and the City of London are open for the transaction of international business. For the LIBOR-based notes, interest due for any accrual period will always be determined based on the actual number of days elapsed in the accrual period over a 360-day year.

GBP-LIBOR. GBP-LIBOR, for any accrual period, will be the London interbank offered rate for deposits in Pounds Sterling having the specified maturity commencing on the first day of the accrual period, which appears on the Reuters LIBOR01 Page as of 11:00 a.m. London time, on the related GBP-LIBOR determination date. If an applicable rate does not appear on the Reuters LIBOR01 Page, the rate for that day will be determined on the basis of the rates at which deposits in Pounds Sterling, having the specified maturity and in a principal amount of not less than lb. 1,000,000 are offered at approximately 11:00 a.m., London time, on that GBP-LIBOR determination date, to prime banks in the London interbank market by the Reference Banks. The administrator will request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by prime banks in London, selected by the administrator, at approximately 11:00 a.m. London time, on that GBP-LIBOR determination date, for loans in Pounds Sterling to leading European banks having the specified maturity and in a principal amount of not less than lb. 1,000,000. If the banks selected as described above are not providing quotations, GBP-LIBOR in effect for the applicable accrual period will be GBP-LIBOR for the specified maturity in effect for the previous accrual period. For any GBP-LIBOR-based notes, interest due for any accrual period will always be determined based on the actual number of days elapsed in the accrual period over a 365-day year.

EURIBOR. Three-month EURIBOR, for any accrual period, is the Euro interbank offered rate for deposits in Euros having a maturity of three months, commencing on the first day of the accrual period, which appears on the Reuters EURIBOR01 Page as of 11:00 a.m. Brussels time, on the related EURIBOR determination date. If an applicable rate does not appear on the Reuters EURIBOR01 Page, the rate for that day will be determined on the basis of the rates at which deposits in Euros, having the applicable maturity and in a principal amount of not less than EUR1,000,000, are offered at approximately 11:00 a.m., Brussels time, on that EURIBOR determination date, to prime banks in the Euro-zone interbank market by the Reference Banks. The administrator will request the principal Euro-zone office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day wi ll be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the administrator, at approximately 11:00 a.m. Brussels time, on that EURIBOR determination date, for loans in Euros to leading European banks having the applicable maturity and in a principal amount of not less than EUR1,000,000. If the banks selected as described above are not providing quotations, three-month EURIBOR in effect for the applicable accrual period will be three-month EURIBOR in effect for the previous accrual period.

For this purpose:

·

“EURIBOR determination date” means, for each accrual period, the day that is two Settlement Days before the beginning of that accrual period.

·

“Settlement Day” means any day on which TARGET (the Trans-European Automated Real-time Gross Settlement Express Transfer System) is open which is also a day on which banks in New York City are open for business.

·

“Reference Banks” means four major banks in the Euro-zone interbank market selected by the administrator.

·

“Reuters EURIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

For any EURIBOR-based reset rate notes, interest due for any accrual period will always be determined based on the actual number of days elapsed in the accrual period over a 360-day year.

Commercial Paper Rate. If the reset rate notes bear interest based on the commercial paper rate (the “Commercial Paper Rate”), the Commercial Paper Rate for any relevant interest determination date will be the Bond Equivalent Yield shown below of the rate for 90-day commercial paper, as published in H.15(519) prior to 3:00 p.m., New York City time, on that interest determination date under the heading “Commercial Paper—Financial.”

The administrator will observe the following procedures if the commercial paper rate cannot be determined as described above:

·

If the rate described above is not published in H.15(519) by 3:00 p.m., New York City time, on that interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the commercial paper rate will be the bond equivalent yield of the rate on the relevant interest determination date, for commercial paper having the index maturity specified on the Remarketing Terms Determination Date, as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate under the heading “Commercial Paper—Financial.”

The “Bond Equivalent Yield” will be calculated as follows:

Bond Equivalent Yield = N x D x 100

360 (D x 90)

where “D” refers to the per annum rate determined as set forth above, quoted on a bank discount basis and expressed as a decimal and “N” refers to 365 or 366, as the case may be.

·

If the rate described in the prior paragraph cannot be determined, the Commercial Paper Rate will remain the commercial paper rate then in effect on that interest determination date.

·

The Commercial Paper Rate will be subject to a lock-in period of six New York City business days.

CMT Rate. If the reset rate notes bear interest based on the Treasury constant maturity rate (the “CMT Rate”), the CMT Rate for any relevant interest determination date will be the rate displayed on the applicable Designated CMT Reuters Page shown below by 3:00 p.m., New York City time, on that interest determination date under the caption “Treasury Constant Maturities Federal Reserve Board Release H.15...Mondays Approximately 3:45 p.m.,” under the column for:

·

If the Designated CMT Reuters Page is FRBCMT, the rate on that interest determination date; or

·

If the Designated CMT Reuters Page is FEDCMT, the average for the week, or the month, as specified on the related remarketing terms determination date, ended immediately before the week in which the related interest determination date occurs.

The following procedures will apply if the CMT Rate cannot be determined as described above:

·

If the rate described above is not displayed on the relevant page by 3:00 p.m., New York City time on that interest determination date, unless the calculation is made earlier and the rate is available from that source at that time on that interest determination date, then the CMT Rate will be the Treasury constant maturity rate having the designated index maturity, as published in (519) or another recognized electronic source for displaying the rate.

·

If the applicable rate described above is not published in H.15(519) or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time on that interest determination date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT Rate will be the Treasury constant maturity rate, or other United States Treasury rate, for the index maturity and with reference to the relevant interest determination date, that is published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury and that the administrator determines to be comparable to the rate formerly displayed on the Designated CMT Reuters Page shown above and published in H.15(519).

·

If the rate described in the prior paragraph cannot be determined, then the administrator will determine the CMT Rate to be a yield to maturity based on the average of the secondary market closing offered rates as of approximately 3:30 p.m., New York City time, on the relevant interest determination date reported, according to their written records, by leading primary United States government securities dealers in New York City. The administrator will select five such securities dealers and will eliminate the highest and lowest quotations or, in the event of equality, one of the highest and lowest quotations, for the most recently issued direct nonmalleable fixed rate obligations of the U.S. Treasury (“Treasury Notes”) with an original maturity of approximately the designated index maturity and a remaining term to maturity of not less than the designated index maturity minus one year in a representative amount.

·

If the administrator cannot obtain three Treasury Note quotations of the kind described in the prior paragraph, the administrator will determine the CMT Rate to be the yield to maturity based on the average of the secondary market bid rates for Treasury Notes with an original maturity longer than the designated CMT index maturity which have a remaining term to maturity closest to the designated CMT index maturity and in a representative amount, as of approximately 3:30 p.m., New York City time, on the relevant interest determination date of leading primary U.S. government securities dealers in New York City. In selecting these offered rates, the administrator will request quotations from at least five such securities dealers and will disregard the highest quotation (or if there is equality, one of the highest) and the lowest quotation (or if there is equality, one of the lowest). If two Treasury Notes with an original maturity longer than the designated CMT index maturity have remaining terms to maturity that are equally close to the designated CMT index maturity, the administrator will obtain quotations for the Treasury Note with the shorter remaining term to maturity.

·

If three or four but not five leading primary U.S. government securities dealers are quoting as described in the prior paragraph, then the CMT Rate for the relevant interest determination date will be based on the average of the bid rates obtained and neither the highest nor the lowest of those quotations will be eliminated.

·

If fewer than three leading primary U.S. government securities dealers selected by the administrator are quoting as described above, the CMT Rate will remain the CMT Rate then in effect on that interest determination date.

Federal Funds Rate. If any class of notes bears interest based on the federal funds rate (the “Federal Funds Rate”), the Federal Funds Rate for any relevant interest determination date will be the rate for U.S. dollar Federal funds, as published in H.15(519) for that day opposite the caption “Federal Funds (Effective)” as that rate is displayed on that interest determination date on the Reuters FEDFUNDS1 Page under the heading “Federal Funds Rate.”

The administrator will observe the following procedures if the Federal Funds Rate cannot be determined as described above:

·

If the rate described above does not appear on the Reuters FEDFUNDS1 Page or is not yet published in H.15(519) by 3:00 p.m., New York City time, on that interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the Federal funds rate for the relevant interest determination date will be the rate described above in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying such rate, opposite the heading “Federal Funds (Effective).”

·

If the rate described above does not appear on the Reuters FEDFUNDS1 Page or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time, on that interest determination date, the Federal Funds Rate for that interest determination date will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal funds arranged by three leading brokers of Federal Funds transactions in New York City, selected by the administrator, on that interest determination date.

·

If fewer than three brokers selected by the administrator are quoting as described above, the Federal Funds Rate will remain the Federal Funds Rate then in effect on the relevant interest determination date.

91-day Treasury Bill Rate. If any class of notes bears interest at the 91-day Treasury Bill Rate (the “91-day Treasury Bill Rate”), the 91-day Treasury Bill Rate for any relevant interest determination date will be the rate equal to the weighted average per annum discount rate (expressed as a bond equivalent yield and applied on a daily basis) for direct obligations of the United States with a maturity of thirteen weeks (“91-day Treasury Bills”) sold at the applicable 91-day Treasury Bill auction, as published in H.15(519) or otherwise or as reported by the U.S. Department of the Treasury.

In the event that the results of the auctions of 91-day Treasury Bills cease to be published or reported as provided above, or that no 91-day Treasury Bill auction is held in a particular week, then the 91-day Treasury Bill Rate in effect as a result of the last such publication or report will remain in effect until such time, if any, as the results of auctions of 91-day Treasury Bills will again be so published or reported or such auction is held, as the case may be.

The 91-day Treasury Bill Rate will be subject to a lock-in period of six New York City business days.

Prime Rate. Unless otherwise specified in the related prospectus supplement, if any class of notes bears interest based on the prime rate (the “Prime Rate”), the Prime Rate for any relevant interest determination date is the prime rate or base lending rate on that date, as published in H.15(519), prior to 3:00 p.m., New York City time, on that interest determination date under the heading “Bank Prime Loan.”

The administrator will observe the following procedures if the Prime Rate cannot be determined as described above:

·

If the rate described above is not published in H.15(519) prior to 3:00 p.m., New York City time, on the relevant interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the Prime Rate will be the rate for that interest determination date, as published in H.15 Daily Update or another recognized electronic source for displaying such rate opposite the caption “Bank Prime Loan.”

·

If the above rate is not published in either H.15(519), H.15 Daily Update or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time, on the relevant interest determination date, then the administrator will determine the Prime Rate to be the average of the rates of interest publicly announced by each bank that appears on the Reuters Screen designated as “USPRIME1” as that bank’s prime rate or base lending rate as in effect on that interest determination date.

·

If fewer than four rates appear on the Reuters USPRIME1 Page on the relevant interest determination date, then the Prime Rate will be the average of the prime rates or base lending rates quoted, on the basis of the actual number of days in the year divided by a 360-day year, as of the close of business on that interest determination date by three major banks in New York City selected by the administrator.

·

If the banks selected by the administrator are not quoting as mentioned above, the Prime Rate will remain the prime rate then in effect on that interest determination date.

Auction Rate.  If any class of notes bears interest based on an auction rate, the auction rate will be determined as described in “Certain  Information Regarding the Notes—Auction Rate Notes.”

Other Indices. If the reset rate notes are reset on a reset date to pay in floating rate mode based on a non-U.S. Dollar currency other than Pounds Sterling or Euros, the administrator, in consultation with the remarketing agents, shall select an appropriate alternative interest rate index that satisfies the notice condition set forth in the related prospectus supplement. In addition, each related prospectus supplement may also set forth additional interest rate indices and accrual methods that may be applicable for any class of reset rate notes.

Distributions

Beginning on the distribution date specified in the related prospectus supplement, the applicable trustee will make distributions of principal and interest on each class of notes.

To the extent specified in the related prospectus supplement, one or more classes of notes of the issuing entity may have targeted scheduled distribution dates on which the notes will be paid in full or in part to the extent the issuing entity is able to issue in sufficient amount additional notes in order to pay in full or in part the original notes issued by the issuing entity. The proceeds of such additional notes, which may be issued publicly or privately, will be applied to pay the specified class of original notes in the manner set forth in the related prospectus supplement, and the additional notes will receive principal payments in the amounts and with the priority specified in the related prospectus supplement.

Credit and Liquidity or other Enhancement or Derivative Arrangements

General.  The related prospectus supplement will describe the amounts and types of credit or liquidity enhancement arrangements for each series.  If provided in the related prospectus supplement, credit or liquidity enhancement may take the form of:

·

subordination of one or more classes of notes,

·

reserve accounts,

·

capitalized interest accounts,

·

supplemental interest accounts,

·

investment premium purchase accounts,

·

investment reserve accounts,

·

overcollateralization,

·

letters of credit, credit or liquidity facilities,

·

cash capitalization or cash collateral accounts,

·

pool insurance policies,

·

financial insurance,

·

surety bonds,

·

repurchase bonds,

·

interest rate swap agreements, currency swap agreements, cap agreements, floor agreements, collar agreements (each as described below), or

·

any combination of the foregoing.

The presence of a reserve account and other forms of credit or liquidity enhancement is intended to enhance the likelihood of receipt by the noteholders of the full amount of distributions when due and to decrease the likelihood that the noteholders will experience losses.

Credit enhancement will not provide protection against all risks of loss and will not guarantee repayment of all distributions.  If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, noteholders will bear their allocable share of deficiencies, as described in the related prospectus supplement.

Subordination of Notes. If specified in the related prospectus supplement one or more classes of notes of a series may be subordinate notes.  The rights of the holders of subordinate notes to receive distributions of principal and interest from the collection account on any distribution date will be subordinated, to the extent provided in the related prospectus supplement, to those rights of the holders of senior notes.  The prospectus supplement will set forth information concerning the amount of subordination of a class or classes of subordinate notes in a series, the circumstances in which that subordination will be applicable and the manner, if any, in which the amount of subordination will be effected.

Reserve Account.  If so provided in the related prospectus supplement, the indenture administrator will establish and maintain a reserve account for one or more series of notes issued by the issuing entity.  It may be funded by an initial deposit by the issuing entity.  As further described in the related prospectus supplement, the amount on deposit in the reserve account may be increased after the closing date.  The increase will be funded by deposits into the reserve account of some or all of the amount of collections on the related trust student loans remaining on each distribution date after all other required payments.  The related prospectus supplement will describe how amounts in any reserve account will be available to cover shortfalls in payments due on the notes.   The related prospectus supplement will describe the circumstances and manner in which distributions may be made ou t of the reserve account.

Capitalized Interest Account.  If so provided in the related prospectus supplement, the indenture administrator will establish and maintain a capitalized interest account for each series of notes.  It will be funded by an initial deposit by the issuing entity.  Capitalized interest accounts will be available for a specified period of time to provide liquidity requirements resulting from a portion of an issuing entity’s assets earning interest below the rate of interest borne by the related notes issued by the issuing entity and transaction costs.  The related prospectus supplement will describe the circumstances and manner in which distributions may be made out of the capitalized interest account.

Supplemental Interest Account.  If specified in the related prospectus supplement and with respect to one or more classes of reset rate notes, on each applicable distribution date, the indenture administrator, subject to sufficient available funds therefor and based solely upon the written instructions of the administrator, will deposit into one or more supplemental interest accounts the related supplemental interest account deposit amount for the purpose of providing additional available funds to pay interest on the notes.  Amounts in the supplemental interest account will be remitted as specified in the related prospectus supplement.

Investment Premium Purchase Account.  If specified in the related prospectus supplement and with respect to one or more classes of reset notes, on each applicable payment date, the indenture administrator, subject to sufficient available funds therefor and based solely upon the written instructions of the administrator, will deposit amounts into the investment premium purchase account which may be utilized to purchase eligible investments at a price greater than par. Amounts in the investment premium purchase account will be remitted as specified in the related prospectus supplement.

Investment Reserve Account.  If specified in the related prospectus supplement and with respect to one or more classes of reset rate notes, amounts may be required to be deposited into an investment reserve account to offset the effect of a downgrade of eligible investments in a related accumulation account.  Such amounts will be funded on each applicable distribution date, to the level necessary to satisfy any applicable notice condition, subject to a maximum amount, prior to any distributions of principal to classes of subordinated notes.  If there are insufficient available funds following any such deposit, principal payments to subordinated notes may be delayed.

Overcollateralization.  If specified in the prospectus supplement, on the closing date for an issuing entity its assets may exceed the principal amount of notes issued by the issuing entity.  Also, excess interest collected on the related trust student loans may be applied to pay principal of one or more classes of notes.  This acceleration feature creates overcollateralization, which is the excess of the total assets of the related trust estate over the principal balance of the related class or classes of notes.  This acceleration may continue for the life of the related issuing entity, or may be limited.  In the case of limited acceleration, once the required level of overcollateralization is reached, and subject to the provisions specified in the prospectus supplement, the limited acceleration feature may cease, unless necessary to maintain the required level of overcollateralization.

Letters of Credit, Credit or Liquidity Facilities.  If so specified in the related prospectus supplement, deficiencies in amounts otherwise payable on the notes or certain series of notes will be covered by one or more letters of credit or by a credit or liquidity facility. The bank or financial institution issuing the letter of credit or party to the credit or liquidity facility will be identified in the related prospectus supplement.  Under a letter of credit, credit or liquidity facility the issuer will be obligated to honor draws in an aggregate fixed dollar amount generally equal to a percentage specified in the related prospectus supplement of the principal balance of the student loans on a specified date or of the initial aggregate principal balance of one or more classes of notes.  If so specified in the related prospectus supplement, the letter of credit, credit or liquidity facility may permit dra ws only in the event of certain types of losses and shortfalls.  The amount available under the letter of credit, credit or liquidity facility will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit, credit or liquidity facility and may otherwise be reduced as described in the related prospectus supplement.  The obligations of the issuer of the letter of credit, credit or liquidity facility will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust estate.

Cash Capitalization or Cash Collateral Account.  If so specified in the related prospectus supplement, the indenture administrator will establish and maintain a cash capitalization or cash collateral account for one or more series of notes issued by the issuing entity.  The purpose of the cash capitalization and cash collateral account is to assure the availability of funds to pay interest on the notes.  The cash capitalization account or the cash collateral account may (i) be funded initially with cash or (ii) may be used to retain some or all of the collections on the collateral until such funds can be invested in other eligible student loans or paid to investors.  The related prospectus supplement will describe the circumstances and manner in which distributions may be made out of the cash capitalization account or cash collateral account.

Pool Insurance Policies.  If specified in the related prospectus supplement, a pool insurance policy for the trust student loans may be obtained.  The pool insurance policy will cover any loss (subject to the limitations described in the prospectus supplement) by reason of default to the extent a related trust student loan is not covered by any guarantee agency or guarantor.  The amount and principal terms of any pool insurance coverage will be set forth in the prospectus supplement. All required disclosure regarding the provider of such policy will be presented in the related prospectus supplement.

Financial Insurance and Surety Bonds.  If so specified in the related prospectus supplement, deficiencies in amounts otherwise payable on one or more series of notes issued by the issuing entity will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties.  The insurance policies or surety bonds may cover timely distributions of interest and full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement.

Repurchase Bonds. If specified in the prospectus supplement, the depositor or servicer will be obligated to repurchase any trust student loan (up to an aggregate dollar amount specified in the prospectus supplement) for which insurance coverage is denied due to dishonesty, misrepresentation or fraud in connection with the origination or sale of the trust student loan.  This obligation may be secured by a surety bond guaranteeing payment of the amount to be paid by the depositor or the servicer.

Derivative Products.  If so specified in the related prospectus supplement, the related issuing entity will enter into, or obtain an assignment of, one or more interest rate and/or currency swap agreements, cap agreements, floor agreements and/or collar agreements pursuant to which the issuing entity will have the right to receive particular payments of interest or foreign currency, as set forth or determined in the related derivative agreement and as described in the related prospectus supplement.  The related prospectus supplement will describe the material terms of each such derivative agreement and the particular risks associated with the derivative feature, including market and credit risk, the effect of counterparty defaults and other risks, if any, addressed by the rating of the applicable class of notes.  The related prospectus supplement also will set forth information relating to the applicable s ignificance estimate and significance percentage (as such terms are defined in Regulation AB), and, to the extent required, the corporate status, ownership and credit quality of the counterparty or counterparties to each such derivative agreement in accordance the provisions of Regulation AB.

To the extent specified in the related prospectus supplement, the issuing entity will enter into one or more interest rate swap agreements with eligible swap counterparties to hedge against basis risk.  A derivative product constituting an interest rate swap is an agreement between two parties to exchange a stream of payments on an agreed upon actual or hypothetical “notional” principal amount.  No principal amount is exchanged between the parties to an interest rate swap.  Typically, one party agrees to make payments based on a fixed interest rate and an actual or notional principal amount, while the other party agrees to make payments based on a floating interest rate and the same actual or notional principal amount.  The floating rate is based on one or more reference interest rates, including the London Interbank Offered Rate, or LIBOR, a specified bank’s prime rate or U.S. Treasury Bill r ates.  Interest rate swaps also permit two parties to exchange a floating rate obligation based on one reference interest rate – such as LIBOR – for a floating rate obligation based on another referenced interest rate – such as U.S. Treasury Bill rates.  Generally, the parties to an interest rate swap net out their payment obligations so that on any given payment date only one party is making a payment.

To the extent specified in the related prospectus supplement, when a class of notes is to be denominated in a currency other than U.S. Dollars, the issuing entity will enter into one or more currency swap agreements with eligible swap counterparties to hedge against currency exchange and basis risks.  In the case of a currency swap agreement, the issuing entity will pay amounts in U.S. Dollars to the swap counterparty in exchange for amounts in the foreign currency of one or more classes of notes, based on a specified currency exchange rate and either a scheduled notional amount or a notional amount equal to the actual balance of the related class of notes or trust student loans, as applicable.  In a typical currency option, if the exchange rate between two designated currencies reaches a specified level by a certain date, the issuing entity will have the right, but not the obligation, to require the other party to de liver a specified quantity of one of the designated currencies on such date in exchange for a specified quantity of the other designated currency.  The issuing entity would make an initial payment to the other party for this right.

To the extent specified in the related prospectus supplement, the issuing entity may enter into one or more cap agreements with eligible counterparties to hedge against interest rates rising above a specified cap.  In the case of a cap agreement, the issuing entity will pay the counterparty a fee in exchange for the counterparty making payments to the issuing entity when the interest rate on one or more classes of notes or a specified interest rate index exceeds the interest rate cap specified in the cap agreement, based on either a scheduled notional amount or a notional amount equal to the actual balance of the related class of notes or trust student loans, as applicable.

To the extent specified in the related prospectus supplement, the issuing entity may enter into one or more floor agreements with eligible counterparties to hedge against interest rates falling below a specified floor.  In the case of a floor agreement, the issuing entity will pay the counterparty a fee in exchange for the counterparty making payments to the issuing entity when a specified interest rate index relating to the trust student loans falls below the interest rate floor specified in the floor agreement, based on either a scheduled notional amount or a notional amount equal to the actual balance of the related class of notes or trust student loans, as applicable.  An issuing entity also may sell an interest rate cap to a party from which the issuing entity has simultaneously purchased an interest rate cap.  The interest rate cap sold by the issuing entity will require the issuing entity to make payments t o the other party if interest rates exceed a specified amount that is higher than the amount specified in the rate cap purchased by the issuing entity.  Since the payment obligations under the two caps would be netted, the effect of the caps is to limit the other party’s exposure to the interest rate differential between the amounts specified in the caps.  Interest rate ceilings may be entered into in connection with an interest rate swap, and would result in one party to the swap limiting the maximum interest rate it would be required to pay, either over the life of the swap or for a specified period of time.  In exchange for limiting its exposure, the relevant party may be required to make an initial cash payment to the other party.

To the extent specified in the related prospectus supplement, the issuing entity may enter into one or more collar agreements with eligible counterparties to hedge against interest rates rising above a specified cap or falling below a specified floor.  In the case of a collar agreement, the issuing entity will pay the counterparty a fee in exchange for the counterparty making payments to the issuing entity when the specified interest rate exceeds the specified interest rate cap or falls below the specified interest rate floor, in each case based on either a scheduled notional amount or a notional amount equal to the actual balance of the related class of notes or trust student loans, as applicable.

An issuing entity’s obligation to make payments under a derivative product may be secured by a pledge of and lien on the trust estate.  An issuing entity will not enter into a derivative product after the closing date unless the indenture trustee and the indenture administrator have received a confirmation from each rating agency providing a rating for the issuing entity’s notes that the derivative product will not adversely affect the rating on any of the notes.  The related prospectus supplement will describe the terms of any derivatives to be entered into by the issuing entity.

Book-Entry Registration

Investors in notes in book-entry form may, directly or indirectly, hold their notes through DTC in the U.S. or, if so provided in the related prospectus supplement, through Clearstream Banking, société anonyme (known as Clearstream), formerly known as Cedelbank, société anonyme, or the Euroclear System in Europe.

Cede & Co., as nominee for DTC, will hold one or more global notes.  Unless the related prospectus supplement provides otherwise, Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories, which in turn will hold these positions in the depositories’ names on the books of DTC.  Transfers between DTC participants will occur in accordance with DTC rules.  Transfers between Clearstream participants and Euroclear participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected at DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depository; however, cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time).  The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day fu nds settlement applicable to DTC.  Clearstream participants and Euroclear participants may not deliver instructions directly to the depositaries.

Because of time-zone differences, credits of securities received in Clearstream or Euroclear as a result of a transaction with DTC participants will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date.  Credits for any transactions in the securities settled during this processing will be reported to the relevant Euroclear or Clearstream participant on that business day.  Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.  For additional information regarding clearance and settlement procedures for the notes, and for information on tax documentation p rocedures relating to the notes, see Appendix B, which is hereby incorporated into this prospectus.

DTC has advised us that it is a limited purpose trust company organized under the laws of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act.  DTC was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between those participants through electronic book-entries, thereby eliminating the need for physical movement of certificates.  Participants include securities brokers and dealers, banks, trust companies and clearing corporations, including Euroclear and Clearstream.  Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a particip ant, either directly or indirectly.

Noteholders that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities held through DTC may do so only through participants and indirect participants.  Noteholders will receive all distributions of principal and interest from the indenture trustee, the indenture administrator or the eligible lender trustee, as applicable, through participants and indirect participants.  Under a book-entry format, noteholders may experience some delay in their receipt of payments, since payments will be forwarded by the trustee to DTC’s nominee.  DTC will forward those payments to its participants, which will forward them to indirect participants or noteholders.  Noteholders will not be recognized by the applicable trustee as noteholders under the indenture or trust agreement, as applicable, and noteholders will be permitted to exe rcise the rights of noteholders only indirectly through DTC and its participants.

Under the rules, regulations and procedures creating DTC and affecting its operations, DTC is required to make book-entry transfers of securities among participants on whose behalf it acts with respect to the securities and to receive and transmit principal and interest payments on the securities.  Participants and indirect participants with which noteholders have accounts with respect to the notes are likewise required to make book-entry transfers and receive and transmit payments of principal and interest on the notes on behalf of their customers.  Accordingly, although noteholders will not possess notes, the DTC rules provide a mechanism by which participants will receive payments and will be able to transfer their interests.

Because DTC can only act on behalf of participants, which in turn act on behalf of indirect participants, the ability of a noteholder to pledge notes to persons or entities that do not participate in the DTC system, or to otherwise act with respect to the notes, may be limited since noteholders will not possess physical certificates for their notes.

DTC has advised us that it will take any action that a noteholder is permitted to take under the indenture or trust agreement, only at the direction of one or more Participants to whose DTC accounts the notes are credited.  DTC may take conflicting actions on undivided interests to the extent that those actions are taken on behalf of participants whose holdings include undivided interests.

Except as required by law, neither the administrator nor the applicable trustee for any issuing entity will have any liability for the records relating to payments or the payments themselves, made on account of beneficial ownership interests of the notes held by DTC’s nominee, or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

Clearstream has advised us that it is organized under the laws of Luxembourg as a professional depositary.  Clearstream holds securities for its participants and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants.  Thus, the need for physical movement of certificates is eliminated.  Transactions may be settled in Clearstream in numerous currencies, including United States dollars.  Clearstream provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.  Clearstream interfaces with domestic markets in several countries.  As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary Institute.  Clearstream pa rticipants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.  Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash.  Transactions may be settled in numerous currencies, including United States dollars.  The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above.  The Euroclear System is operated by Euroclear Bank S.A./N.V.

Euroclear Bank S.A./NV has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis.  As a Belgian bank, it is regulated and examined by the Belgian Banking Commission.

All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator.  Euroclear participants include banks, central banks, securities brokers and dealers and other professional financial intermediaries.  Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law.  These govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System.  All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.  The Euroclear operator acts only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to notes held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream participants or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary.  These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations.  See “Certain U.S. Federal Income Tax Considerations” in this prospectus.  Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder under the agreement on behalf of a Clearstream participant or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect these actions on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to these procedures to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures.  The procedures may therefore be discontinued at any time.

Reset Rate Notes

Form and Denomination. Interests in the reset rate notes will be represented by one or more of the following types of global notes:

·

for reset rate notes denominated in U.S. Dollars, a global note certificate held through DTC (each, a “U.S. global note certificate”); or

·

for reset rate notes denominated in a non-U.S. Dollar currency, a global note certificate held through a European clearing system (each, a “non-U.S. global note certificate”).

On or about the closing date for the issuance of any class of reset rate notes, the administrator on behalf of the issuing entity will deposit:

·

a U.S. global note certificate for each class of reset rate notes with the applicable DTC custodian, registered in the name of Cede & Co., as nominee of DTC; and

·

one or more corresponding non-U.S. global note certificates with respect to each class of reset rate notes with the applicable foreign custodian, as common depositary for Euroclear and Clearstream, registered in the name of a nominee selected by the common depositary for Euroclear and Clearstream.

On each reset date, the aggregate outstanding principal balance of that class of reset rate notes will be allocated to one of the three global note certificates, either of which may, as of that reset date, be reduced to zero or represent 100% of the aggregate outstanding principal balance of that class of reset rate notes, depending on whether that class of reset rate notes is in U.S. Dollars (in which case a U.S. global note certificate is used) or in a currency other than U.S. Dollars (in which case a non-U.S. global note certificate is used).

At all times the global note certificates will represent the outstanding principal balance, in the aggregate, of the related class of reset rate notes. At all times, with respect to each class of reset rate notes, there will be only one U.S. and one non-U.S. global note certificate for such reset rate notes.

Investors may hold their interests in a class of reset rate notes represented by a U.S. global note certificate only (1) directly through DTC participants, or (2) indirectly through organizations which are participants in the European clearing systems which themselves hold positions in such U.S. global note certificate through DTC. DTC will record electronically the outstanding principal balance of each class of reset rate notes represented by a U.S. global note certificate held within its system. DTC will hold interests in a U.S. global note certificate on behalf of its account holders through customers’ securities accounts in DTC’s name on the books of its depositary.

Investors may hold their interests in a class of reset rate notes represented by a non-U.S. global note certificate only (1) directly through the European clearing systems, or (2) indirectly through organizations which themselves are participants in the European clearing systems. The European clearing systems will record electronically the outstanding principal balance of each class of reset rate notes represented by a non-U.S. global note certificate held within their respective systems. The European clearing systems will hold interests in the non-U.S. global note certificate on behalf of their account holders through customers’ securities accounts in the European clearing systems’ respective names on the books of their respective depositaries.

Interests in the global note certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream as applicable, and their respective direct and indirect participants.

Because of time zone differences, payments to reset rate noteholders that hold their positions through a European clearing system will be made on the business day following the applicable distribution date, or for notes denominated in a currency other than U.S. Dollars, on the special reset payment date as described in this prospectus, as the case may be, in accordance with customary practices of the European clearing systems. No payment delay to reset rate noteholders holding U.S. Dollar denominated reset rate notes clearing through DTC will occur on any distribution date or on any reset date, unless, as set forth above, those noteholders’ interests are held indirectly through participants in European clearing systems.

The reset rate notes will be issued in minimum denominations and additional increments set forth in the related prospectus supplement, and may be held and transferred, and will be offered and sold, in principal balances of not less than their applicable minimum denomination set forth in the related prospectus supplement. The applicable minimum denominations and additional increments can be reset only in circumstances where all holders are deemed to have tendered or have mandatorily tendered their notes. With respect to reset rate notes denominated in a non-U.S. Dollar currency, the administrator will notify the Irish Stock Exchange of the applicable exchange rate and denominations for each class of reset rate notes.

On each related reset date, a schedule setting forth the required terms of the related class of reset rate notes for the immediately following reset period will be deposited with the DTC custodian for any U.S. global note certificate and with the foreign custodian for any non-U.S. global note certificate.

Identification Numbers. Each related issuing entity will apply to DTC for acceptance in its book-entry settlement systems of each class of reset rate notes denominated in U.S. Dollars and/ or will apply to Euroclear and Clearstream for acceptance in their respective book-entry settlement systems of each class or reset rate notes denominated in a currency other than U.S. Dollars. Each class of reset rate notes will have the CUSIP numbers, ISINs and European Common Codes, as applicable, set forth in the related prospectus supplement.

On or following each reset date (other than a reset date on which the then-current holders of U.S. Dollar denominated reset rate notes had the option to retain their reset rate notes, but less than 100% of such noteholders delivered hold notices), on which either a successful remarketing has occurred or the related call option has been exercised (and not previously exercised on the immediately preceding related reset date), each clearing system will cancel the then-current identification numbers and assign new identification numbers, which the administrator will obtain for each class of reset rate notes. In addition, each global note certificate will be issued with a schedule attached setting forth the terms of the applicable class of reset rate notes for its initial reset period, which will be replaced on the related reset date to set forth the required terms for the immediately following reset period.

Payments of principal, interest and any other amounts payable under each global note certificate will be made to or to the order of the relevant clearing system’s nominee as the registered holder of such global note certificate.

Due to time zone differences and to ensure that a failed remarketing has not occurred, during any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars payments required to be made to tendering noteholders on a related reset date for which there has been a successful remarketing (or exercise of the related call option), in the amount of the aggregate outstanding principal balance of the applicable class of reset rate notes (together with all amounts due from the issuing entity as payments of interest and principal, if any, on the related distribution date), will be made through the European clearing systems on the second business day following the related reset date, together with additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the related reset date to, but excluding, the second business day following such reset d ate (but only to the extent such interest payments are actually received from the related swap counterparties). Purchasers of such reset rate notes will be credited with their positions on the applicable reset date with respect to positions held through DTC or on the second business day with respect to positions held through the European clearing systems.

Except with respect to a related reset date, the issuing entity expects that the nominees, upon receipt of any such payment, will immediately credit the relevant clearing system’s participants’ accounts with payments in amounts proportionate to their respective interests in the principal balance of the relevant global note certificates as shown on the records of such nominee. The issuing entity also expects that payments by clearing system participants to owners of interests in such global note certificates held through such clearing system participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such clearing system participants and none of the issuing entity, the administrator, any registrar, the indenture trustee, the indentu re administrator, any remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any delay in such payments from participants, except as shown above with respect to reset date payment delays. None of the issuing entity, the administrator, any registrar, the indenture trustee, the indenture administrator, any remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of ownership interests in the global note certificates or for maintaining, supervising or reviewing any records relating to such ownership interests.

Non-U.S. Dollar Denominated Notes

We expect to deliver notes denominated in non-U.S. Dollar currencies in book-entry form through the facilities of Clearstream and Euroclear against payment in immediately available funds in the applicable foreign currency. We will issue the non-U.S. Dollar denominated notes as one or more global notes registered in the name of a common depositary for Clearstream, and Euroclear Bank S.A./N.V., as the operator of Euroclear. Investors may hold book-entry interests in these global notes through organizations that participate, directly or indirectly, in Clearstream and/or Euroclear. Book-entry interests in non-U.S. Dollar denominated notes and all transfers relating to such non-U.S. Dollar denominated notes will be reflected in the book-entry records of Clearstream and Euroclear.

The distribution of non-U.S. Dollar denominated notes will be cleared through Clearstream and Euroclear. Any secondary market trading of book-entry interests in the non-U.S. Dollar denominated notes will take place through participants in Clearstream and Euroclear and will settle in same-day funds.

Owners of book-entry interests in non-U.S. Dollar denominated notes will receive payments relating to their notes in the related non-U.S. Dollar currency. Clearstream and Euroclear have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market.

The policies of Clearstream and Euroclear will govern payments, transfers, exchange and other matters relating to the investor’s interest in securities held by them. Neither we nor the underwriters have any responsibility for any aspect of the records kept by Clearstream or Euroclear or any of their direct or indirect participants. We do not supervise these systems in any way.

Clearstream and Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

Except as provided below, owners of beneficial interests in non-U.S. Dollar  denominated notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders of the notes under the indenture governing the notes, including for purposes of receiving any reports delivered by us or the administrator pursuant to the indenture. Accordingly, each person owning a beneficial interest in a non-U.S. Dollar  denominated note must rely on the procedures of the relevant clearing system and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, in order to exercise any rights of a holder of securities.

We understand that investors that hold their non-U.S. Dollar  denominated notes through Clearstream or Euroclear accounts will follow the settlement procedures that are applicable to eurobonds in registered form.  Non-U.S. Dollar denominated notes will be credited to the securities custody accounts of Clearstream and Euroclear participants on the business day following the settlement date for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

We understand that secondary market trading between Clearstream and/or Euroclear participants will occur in the ordinary way following the applicable rules and operating procedures of Clearstream and Euroclear. Secondary market trading will be settled using procedures applicable to eurobonds in registered form.

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving non-U.S. Dollar denominated notes through Clearstream and Euroclear on business days in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

Clearstream and Euroclear will credit payments to the cash accounts of their respective participants in accordance with the relevant system’s rules and procedures, to the extent received by the common depositary. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Clearstream or Euroclear participant only in accordance with its relevant rules and procedures.

Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of non-U.S. Dollar denominated notes among participants of Clearstream and Euroclear. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Definitive Notes

The notes of a given series will be issued in fully registered, certificated form to noteholders or their nominees, rather than to DTC or its nominee, only if:

·

the administrator advises the applicable trustee in writing that DTC is not willing or able to discharge its responsibilities as depository for the notes and the administrator is unable to locate a successor;

·

the administrator, at its option, elects to terminate the book-entry system through DTC; or

·

after the occurrence of an event of default, a servicer default or an administrator default, investors holding a majority of the outstanding principal amount of the notes, advise the trustee through DTC in writing that the continuation of a book-entry system through DTC or a successor is no longer in the best interest of the holders of these notes.

Upon the occurrence of any event described in the bullets above, the applicable trustee will be required to notify all applicable noteholders, through DTC participants, of the availability of definitive notes.  When DTC surrenders the definitive notes, the applicable trustee will reissue to the noteholders the corresponding notes as definitive notes upon receipt of instructions for re-registration.  From then on, payments of principal and interest on the definitive notes will be made by the applicable trustee, in accordance with the procedures set forth in the related indenture or trust agreement, directly to the holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date specified in the related prospectus supplement.  Payments will be made by check mailed to the address of each holder as it appears on the register maintained by the appli cable trustee.

However, the final payment on any definitive note will be made only upon presentation and surrender of that definitive note at the office or agency specified in the notice of final distribution.

Definitive notes will be transferable and exchangeable at the offices of the applicable trustee or of a registrar named in a notice delivered to holders of definitive notes.  No service charge will be imposed for any registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed.

List of Noteholders

Three or more noteholders of any series or one or more holders of notes of that series evidencing no less than 25% of the outstanding balance of notes may, by written request to the indenture trustee obtain access to the list of all noteholders for the purpose of communicating with other noteholders regarding their rights under the indenture or under the notes.

Reports to Noteholders

On each distribution date, the administrator will provide to noteholders of record as of the record date a statement containing substantially the same information as is required to be provided on the periodic report to the indenture trustee, the indenture administrator and the issuing entity described under “Servicing and Administration—Statements to  Indenture Trustee, Indenture Administrator and Issuing Entity” in this prospectus.  These statements and reports will be included with filings to be made with the SEC in accordance with the Securities Exchange Act and the rules promulgated thereunder.  The statements provided to noteholders will not constitute financial statements prepared in accordance with generally accepted accounting principles and will not be audited.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year, the trustee will mail to each person, who at any time during that calendar year was a noteholder and who received a payment from that issuing entity, a statement containing certain information to enable it to prepare its federal income tax return.  See “Certain U.S. Federal Income Tax Considerations” in this prospectus.

CERTAIN LEGAL ASPECTS OF THE STUDENT LOANS

Transfer of Student Loans

Each seller intends that the transfer of the student loans by it to the depositor will constitute a valid sale and assignment of those loans.  We intend that the transfer of the student loans by us to the eligible lender trustee or issuing entity, as applicable, on behalf of each issuing entity will also constitute a valid sale and assignment of those loans.  Nevertheless, if the transfer of the student loans by a seller to the depositor, or the transfer of those loans by us to the eligible lender trustee or issuing entity, as applicable, is deemed to be an assignment of collateral as security, then a security interest in those student loans may be perfected under the provisions of the Higher Education Act, by either taking possession of the promissory note or a copy of the master promissory note evidencing the loan or by filing of notice of the security interest in the manner provided by the applicable Uniform Commer cial Code, or the UCC as it is commonly known, for perfection of security interests in accounts.  Accordingly,

·

A financing statement or statements covering the student loans naming each seller, as debtor, will be filed under the UCC to protect the interest of the depositor in the event that the transfer by that seller is deemed to be an assignment of collateral as security; and

·

A financing statement or statements covering the trust student loans naming the depositor, as debtor, will also be filed under the UCC to protect the interest of the issuing entity or the eligible lender trustee, as applicable in the event that the transfer by the depositor is deemed to be an assignment of collateral as security.

If the transfer of the student loans is deemed to be an assignment as security for the benefit of the depositor or an issuing entity, there are limited circumstances under the UCC in which prior or subsequent transferees of student loans could have an interest in the student loans with priority over the related trustee’s or eligible lender trustee’s, as the case may be, interest. A tax or other government lien on property of the seller or the depositor arising before the time a student loan comes into existence may also have priority over the interest of the depositor or the issuing entity or the eligible lender trustee, as applicable, in the student loan. Under the purchase agreement and sale agreement, however, each seller or the depositor, as applicable, will warrant that it has transferred the student loans to the depositor or the issuing entity or the eligible lender trustee, as applicable, free and clear of the lien of any third party. In addition, each seller and the depositor each will covenant that it will not sell, pledge, assign, transfer or grant any lien on any student loan held by an issuing entity or any interest in that loan other than to the depositor or the issuing entity or the eligible lender trustee, as applicable.  The administrator will be required to maintain the perfected security interest status by filing all requisite continuation statements.  

Under the servicing agreement, the servicer as custodian will have custody of the promissory notes evidencing the student loans. Although the records of each seller, the depositor and the servicer will be marked to indicate the sale and although, each seller and the depositor will cause UCC financing statements to be filed with the appropriate authorities, the student loans will not be physically segregated, stamped or otherwise marked to indicate that the student loans have been sold to the depositor and to the issuing entity or the eligible lender trustee, as applicable. If, through inadvertence or otherwise, any of the student loans were sold to another party that:

·

purchased the student loans in the ordinary course of its business,

·

took possession of the student loans, and

·

acquired the student loans for new value and without actual knowledge of the related eligible lender trustee’s or issuing entity’s interest, as the case may be,

then that purchaser might acquire an interest in the FFELP student loans superior to the interest of the depositor and the issuing entity or the eligible lender trustee, if applicable.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance.  Also, some state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law.  These requirements impose specific statutory liabilities upon lenders who fail to comply with their provisions.  The requirements generally do not apply to federally sponsored student loans.  The depositor or an issuing entity, however, may be liable for violations of consumer protection laws that apply to the student loans, either as assignee from a seller or the depositor or as the party directly responsible for obligations arising after the transfer.  For a discussion of an issuing entity’s rights if the student loans were not originated or serviced in compliance in all material respects with applicable laws, see “Transfer Agreements—Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor” and “Servicing and Administration—Servicer Covenants” in this prospectus.

Loan Origination and Servicing Procedures Applicable to Student Loans

FFELP Student Loans.  The Higher Education Act, including the implementing regulations, imposes specific requirements, guidelines and procedures for originating and servicing federally sponsored student loans.  Generally, those procedures require that (1) completed loan applications be processed, (2) a determination of whether an applicant is an eligible borrower under applicable standards be made, including a review of a financial need analysis, (3) the borrower’s responsibilities under the loan be explained to him or her, (4) the promissory note evidencing the loan be executed by the borrower and (5) the loan proceeds be disbursed in a specified manner by the lender.  After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferrals and forbearances and credit the borrower for payments made on the loan.  If a borrower bec omes delinquent in repaying a loan, a lender or its servicing agent must perform collection procedures, primarily telephone calls and demand letters, which vary depending upon the length of time a loan is delinquent.

The servicer will perform collection and servicing procedures on behalf of the issuing entities.  Failure of the servicer to follow these procedures or failure of the originator of the loan to follow procedures relating to the origination of the FFELP student loans could result in adverse consequences.  Any failure could result in the U.S. Department of Education’s refusal to make reinsurance payments to the guarantors or to make interest subsidy payments or special allowance payments to the eligible lender trustee.

Private Credit Student Loans.  If the private credit loans on any issuing entity are insured, the surety bond, including the rules and regulations for that program, imposes specific requirements and procedures for originating and servicing those student loans.  Generally, those procedures require that (1) completed loan applications be processed, (2) a determination of whether an applicant is an eligible borrower under applicable standards be made, including a review of a financial need analysis, (3) the borrower’s responsibilities under the loan be explained to him or her, (4) the promissory note evidencing the loan be executed by the borrower and (5) the loan proceeds be disbursed in a specified manner by the lender.  After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferrals and forbearances and credit the borrower for payments made on the loa n.  If a borrower becomes delinquent in repaying a loan, a lender or its servicing agent must perform collection procedures, primarily telephone calls and demand letters, which vary depending upon the length of time a loan is delinquent.  

The servicer will perform collection and servicing procedures on behalf of the issuing entities.  Failure of the servicer to follow these procedures or failure of the originator of the loan to follow procedures relating to the origination of the student loans could result in adverse consequences.  

See “The Student Loan Corporation, The Depositor, The Sub-Servicer and The Sub-Administrator – The Sponsor, Primary Seller, Servicer and Administrator,” “Student Loan Corporation’s Student Loan Financing Business” and “Servicing and Administration – Servicing Procedures.”

Student Loans Generally Not Subject to Discharge in Bankruptcy

Student loans are generally not dischargeable by a borrower in bankruptcy under the U.S. Bankruptcy Code, unless excepting this debt from discharge will impose an undue hardship on the debtor and the debtor’s dependents.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

The following discussion, which is based on the advice of Bingham McCutchen LLP, as federal tax counsel, summarizes certain of the U.S. federal income tax consequences of the purchase, ownership and disposition of notes.  For purposes of this summary, a “U.S. Holder” is a beneficial owner of a note that is:

·

an individual who is a citizen or a resident of the United States, for U.S. federal income tax purposes;

·

a corporation (or other entity that is treated as a corporation for U.S. federal tax purposes) that is created or organized in or under the laws of the United States or any State thereof (including the District of Columbia);

·

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

·

a trust if a court within the United States is able to exercise primary supervision over its administration, and one or more United States persons have the authority to control all of its substantial decisions and certain eligible trusts that have elected to be treated as U.S. persons.

For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner of a note that is:

·

a nonresident alien individual for U.S. federal income tax purposes;

·

a foreign corporation for U.S. federal income tax purposes;

·

an estate whose income is not subject to U.S. federal income tax on a net income basis; or

·

a trust that does not qualify as a U.S. Holder.

An individual may, subject to certain exceptions, be deemed to be a resident of the United States by reason of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year (counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year).  Special rules apply for entities treated as partnerships.

This summary is based on interpretations of the Internal Revenue Code of 1986, as amended (the “Code”), regulations issued thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to change.  Any such change may be applied retroactively and may adversely affect the federal income tax consequences described herein.  This summary addresses only U.S. Holders that purchase notes at initial issuance and beneficially own such notes as capital assets and not as part of a “straddle,” “hedge,” “synthetic security” or a “conversion transaction” for federal income tax purposes, or as part of some other integrated investment.  This summary does not discuss all of the tax consequences that may be relevant to particular investors or to investors subject to special treatment under the federal income tax laws (such as banks, thrifts, or other financial institutions; insurance companies; securities dealers or brokers, or traders in securities electing mark-to-market treatment; mutual funds or real estate investment trusts; small business investment companies; S corporations; entities treated as partnerships for U.S. federal income tax purposes, and investors that hold their notes through a partnership or other entity treated as a partnership for U.S. federal tax purposes; investors whose functional currency is not the U.S. dollar; certain former citizens or residents of the United States; persons subject to the alternative minimum tax; retirement plans or persons holding the notes in tax-deferred or tax-advantaged accounts; or “controlled foreign corporations” or a “passive foreign investment companies” for U.S. federal income tax purposes).  This summary also does not address the tax consequences to shareholders, or other equity holders in, or beneficiaries of, a holder, or any state, local or for eign tax consequences of the purchase, ownership or disposition of the notes.

PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION TO WHICH THEY MAY BE SUBJECT.

Tax Characterization of the Trust

Except as disclosed in the related prospectus supplement, Bingham McCutchen LLP will render an opinion to the effect that a trust, which issues one or more classes of notes to investors and all of the equity interests of which are retained by a single beneficial owner, will not be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, assuming compliance with the terms of the trust agreement and related documents.

However, if one or more classes of notes are treated as equity rather than indebtedness for federal income tax purposes the trust could be treated as a publicly traded partnership taxable as a corporation, as described below.

Tax Consequences to U.S. Holders

Treatment of the Notes as Indebtedness. There are no regulations, published rulings or judicial decisions involving the characterization for federal income tax purposes of notes with terms substantially the same as the terms of the notes.  The Indenture requires the trust and all noteholders to treat the notes (other than notes held by the beneficial owner of the trust if there is only a single beneficial owner) as indebtedness for U.S. federal, state and local income and franchise tax purposes.  Based on a number of factors including certain representations of the trust, certain information provided by the underwriters regarding the student loans to be acquired by the trust, and the assumption that the noteholders will in fact treat the notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, unless otherwise provided in a related prospectus supplement, except as disclosed in the related prospectus supplement, Bingham McCutchen LLP will render an opinion to the effect that the notes will be treated as indebtedness for U.S. federal income tax purposes.

The trust’s characterization of the notes as indebtedness for U.S. federal income tax purposes will be binding on U.S. Holders.  Except as otherwise indicated, the balance of this summary assumes that the notes are treated as indebtedness for U.S. federal, state and local income and franchise tax purposes.

Stated Interest.  Except as otherwise provided in a related prospectus supplement, stated interest on the notes will be taxable to a U.S. Holder as ordinary interest income as the interest accrues or is paid (in accordance with the U.S. Holder’s method of tax accounting).

Original Issue Discount.  If so provided in a related prospectus supplement, a note may be issued with original issue discount.  A debt instrument has original issue discount to the extent its “stated redemption price at maturity” exceeds its “issue price” (each as defined below) by more than a de minimis amount (generally 0.25% of the note’s stated redemption price at maturity multiplied by the number of years to its maturity, based on the anticipated weighted average life of the notes and weighing each payment by reference to the number of full years elapsed from the closing date to the anticipated date of such payment).  A note’s “stated redemption price at maturity” includes all payments thereon other than payments of “qualified stated interest,” and its “remaining stated redemption price at maturity” at any time is the sum of all future p ayments to be made thereon other than payments of “qualified stated interest.”  Qualified stated interest is interest that must be paid at least annually and for which reasonable remedies exist to compel payment or the terms of the instrument make late payment or non-payment sufficiently remote.  Except as otherwise provided in a related prospectus supplement, the trust intends to take the position that all stated interest on the notes will be treated as qualified stated interest.  It is possible that the Internal Revenue Service (the “IRS”) will disagree with such assessment with respect to a class of notes.  The term “issue price” generally means the first price (excluding any pre-issuance accrued interest) at which a substantial portion of such debt instruments is sold to investors other than placement agents, underwriters, brokers, or wholesalers.

U.S. Holders generally will be required to include non-de minimis original issue discount on the notes in income as it accrues, without regard to the timing of receipt of the cash attributable to such income or to the U.S. Holder’s method of accounting.  Such discount would accrue under a constant yield method based on the original yield to maturity of the instrument calculated by reference to its issue price.  The amount of original issue discount generally includible in income is the sum of the daily portions of original issue discount with respect to a note for each day during the taxable year or portion thereof in which the U.S. Holder holds the note.  Special provisions apply to notes on which payments may be accelerated due to prepayments of other obligations securing those notes.  Under these provisions, the computation of original issue discount on the notes is determined by taking into acco unt both the prepayment assumption, if any, used in pricing the notes and the actual prepayment experience.  As a result of these special provisions, the amount of original issue discount on the notes that will accrue in any given accrual period may either increase or decrease depending upon the actual prepayment rate.

If a U.S. Holder is considered to purchase a note issued with original issue discount at a price that exceeds its “adjusted issue price” (as defined below), the U.S. Holder is treated as acquiring the note with “acquisition premium” and may reduce its original issue discount income by the proportion of the aggregate amount of original issue discount remaining to be accrued as of the time of the purchase that is represented by such excess.  No amount of original issue discount need be included in income if the purchase price equals or exceeds the remaining stated redemption price at maturity.  The “adjusted issue price” of notes at any time is the sum of their issue price and the amount of previously accrued original issue discount, reduced by the sum of all prior payments of amounts other than qualified stated interest.

Premium and Market Discount.  In the event that a note is treated as purchased by a U.S. Holder at a price greater than its remaining stated redemption price at maturity, the note will be considered to have been purchased with amortizable bond premium.  The U.S. Holder may elect to amortize such premium (as an offset to interest income), using a constant yield method, over the remaining term of the note.  Special rules apply to determine the amount of premium on a “variable rate debt instrument” and certain other debt instruments.  Prospective U.S. Holders should consult their tax advisors regarding the amortization of bond premium.

In the event that a note is treated as purchased by a U.S. Holder at a price that is lower than its stated redemption price at maturity, or in the case of notes issued with original issue discount, their adjusted issue price, by more than a de minimis amount (generally 0.25% of their stated redemption price at maturity multiplied by the number of remaining complete years to maturity (or weighted average maturity in the case of notes paying any amounts other than qualified stated interest prior to maturity), the notes will be considered to have “market discount” in the hands of such U.S. Holder.  In that event, unless the U.S. Holder elects to include such market discount in income as it accrues, gain realized by the U.S. Holder on the sale or retirement of the notes will be treated as ordinary income to the extent of the market discount that accrued thereon while it was considered to be held by such U.S. H older.  In addition, the U.S. Holder could be required to defer the deduction of all or a portion of the interest paid on any indebtedness incurred or continued to purchase or carry the note unless the U.S. Holder has made an election to include market discount in income currently.  In general terms, market discount on notes will accrue ratably over the term of such notes or, at the election of the U.S. Holder, under a constant yield method.

The election to amortize bond premium applies to all debt instruments having amortizable bond premium held by a U.S. Holder during the year of election or thereafter.  The election to accrue market discount applies to all debt instruments held by the U.S. Holder having market discount that are acquired during the year of election or thereafter.  Neither election can be revoked unless the IRS consents.

Election to Treat All Interest as Original Issue Discount.  A U.S. Holder may elect to include in income all interest and discount (including de minimis OID and de minimis market discount), as adjusted by any acquisition premium with respect to the note, as original issue discount on a constant yield method, as described above under “—Original Issue Discount.”  The election is made for the taxable year in which the U.S. Holder acquired the note, and it may not be revoked without the consent of the IRS.  If the election is made with respect to a note having market discount, the U.S. Holder will be deemed to have elected currently to include market discount on a constant yield basis with respect to all debt instruments having market discount acquired during the year of election or thereafter.  If the election made with respect to a note having amortizable bond premium , the U.S. Holder will be deemed to have made an election to amortize premium generally with respect to all debt instruments having amortizable bond premium held by the U.S. Holder during the year of election or thereafter.

Auction Rate Notes and Reset Rate Notes.  Unless otherwise provided in a related prospectus supplement, the trust intends to treat all stated interest on auction rate notes and reset rate notes as described above under “—Stated Interest.”  In addition, solely for purposes of determining OID, the trust intends to treat auction rate notes and reset rate notes as maturing on each auction date or reset date, as applicable, for an amount equal to the face amount of the notes as determined pursuant to the auction or reset procedure, and reissued on the same date for the same amount.  However, there are uncertainties regarding the U.S. federal income tax treatment of auction rate notes and reset rate notes, and other treatments are possible.  In this case, the timing and character of U.S. Holders’ income, gain, loss, and deduction in respect of such notes could differ from the trea tment described above.  For example, it is possible that the auction or reset procedures could be treated as modifications of the notes for U.S. federal income tax purposes that cause the notes to be treated as retired and exchanged for new notes on the auction or reset dates.  In this case, a U.S. Holder that retains a note over an auction date or reset date may be treated as having sold the note for its fair market value on such date, and may be required to recognize taxable gain, even though the U.S. Holder did not receive any proceeds.  See generally “—Sale, Exchange, and Retirement of Notes.”  Alternatively, the notes may be treated as contingent payment debt instruments for U.S. federal income tax purposes (“CPDI”).  In this case, a U.S. Holder would be required to include in income in each year an amount equal to the “comparable yield” of the notes, which is generally equal to the yield at which we would issue a noncontingent debt inst rument with terms and conditions similar to the notes, subject to certain adjustments for the actual payments on the notes.  Furthermore, any gain realized on the maturity date or upon an earlier sale or exchange of the notes would generally be treated as ordinary income, and all or a portion of any loss realized on the maturity date or upon a sale or other disposition of the Notes may be treated as capital loss.  Other treatments are possible.  U.S. Holders should consult their tax advisors as to the U.S. federal income tax consequences to them of auction notes or reset notes, including possible alternative treatments.

Non-U.S. Dollar Denominated Notes.  The following summary applies to “Non-U.S. Dollar Denominated Notes.”  This summary does not apply to Non-U.S. Dollar Denominated Notes that are denominated in or indexed to a currency that is considered “hyperinflationary,” are CPDIs or are dual currency notes.  Special U.S. federal income tax considerations applicable to Non-U.S. Dollar Denominated Notes that are denominated in or indexed to a hyperinflationary currency, are CPDIs, or are dual currency notes will be discussed in the related prospectus supplement.

The conversion of U.S. dollars into a foreign currency and the immediate use of that currency to purchase a Non-U.S. Dollar Denominated Note generally will not result in a taxable gain or loss for a U.S. Holder.  

In general, a U.S. Holder that uses the cash method of accounting and holds a Non-U.S. Dollar Denominated Note will be required to include in income the U.S. dollar value of the interest income received, even if the payment is not received in U.S. dollars or converted into U.S. dollars.  The U.S. dollar value of the interest received is the amount of foreign currency interest received, translated into U.S. dollars at the spot rate on the date received.  The U.S. Holder will not have exchange gain or loss on the interest payment itself, but may have exchange gain or loss when it disposes of any foreign currency received.

A U.S. Holder that uses the accrual method of accounting is generally required to include in income the U.S. dollar value of interest accrued during the accrual period.  Accrual basis U.S. Holders may elect to determine the U.S. dollar value of accrued interest in accordance with either of two methods.  Under the first method, the U.S. dollar value of accrued interest is translated at the average rate for the interest accrual period (or, with respect to an accrual period that spans two taxable years, the partial period within the taxable year).  For this purpose, the average rate is the simple average of spot rates of exchange for each business day of such period, or other average exchange rate for the period reasonably derived and consistently applied by the U.S. Holder.  Under the second method, the U.S. dollar value of accrued interest is translated at the spot rate on the last day of the interest accrual period (in the case of a partial accrual period, the last day of the taxable year) or, if the last day of an interest accrual period is within five business days of the receipt, the spot rate on the date of receipt.  The election will apply to all debt instruments held by the U.S. Holder and is irrevocable without the consent of the IRS.  An accrual method U.S. Holder will recognize foreign currency gain or loss, as the case may be, on the receipt of a foreign currency interest payment in an amount equal to the difference between the U.S. dollar value of the foreign currency received, translated at the spot rate on the date received, and the U.S. dollar value of the accrual.  The foreign currency gain or loss will generally be treated as U.S. source ordinary income or loss.

A U.S. Holder accrues OID on a Non-U.S. Dollar Denominated Note in the same manner that an accrual basis U.S. Holder accrues stated interest on a Non-U.S. Dollar Denominated Note, as described in the preceding paragraph.  A U.S. Holder will recognize foreign currency gain or loss, as the case may be, on the receipt of amounts representing accrued OID, in an amount equal to the difference between the U.S. dollar value of the foreign  currency received, translated at the spot rate on the date received, and the U.S. dollar value of the accrual.  The foreign currency gain or loss will generally be treated as U.S. source ordinary income or loss.

A U.S. Holder that does not accrue market discount currently should compute the amount of market discount in the foreign currency and translate that amount into U.S. dollars at the spot rate on the date the Non-U.S. Dollar Denominated Note is retired or otherwise disposed of.  A U.S. Holder that accrues market discount currently is generally required to include in income the U.S. dollar value of the market discount, translated at the average exchange rate in effect during the accrual period.  A U.S. Holder will recognize foreign currency exchange gain or loss, as the case may be, with respect to market discount on the date of the retirement or disposition of the Non-U.S. Dollar Denominated Note in an amount equal to the difference between the U.S. dollar value of the accrued market discount, translated at the spot rate on the date of the retirement or disposition of the Non-U.S. Dollar Denominated Note and the U.S. dol lar amount of the accrual.  The foreign currency gain or loss will generally be treated as U.S. source ordinary income or loss.

Amortizable bond premium on a Non-U.S. Dollar Denominated Note is determined in the foreign currency and, if the U.S. Holder elects, reduces interest income in the foreign currency.  At the time the amortized bond premium offsets interest income (i.e., the last day of the tax year in which the election is made and the last day of each subsequent tax year), a U.S. Holder will recognize exchange gain or loss, as the case may be, with respect to amortized bond premium in an amount equal to the difference between the spot rate of the amortizable bond premium at such time and the U.S. dollar value of the amortizable bond premium, translated at the spot rate on the date the Non-U.S. Dollar Denominated Note was acquired or deemed acquired.  The foreign currency gain or loss will generally be treated as U.S. source ordinary income or loss.

A U.S. Holder will recognize foreign currency gain or loss, as the case may be, on the receipt of principal, equal to the difference between the U.S. dollar value of the foreign currency principal amount, translated at the spot rate on the date received or the date of disposition, and the U.S. dollar value of the foreign currency principal amount, translated at the spot rate on the date the Non-U.S. Dollar Denominated Note was acquired, or deemed acquired.  The foreign currency gain or loss will generally be treated as U.S. source ordinary income or loss.

Exchange gain or loss computed on accrued interest, OID, market discount and principal is realized only to the extent of total gain or loss on the transaction.  Amounts received upon the sale, exchange, retirement or other disposition of a Non-U.S. Dollar Denominated Note will be treated first, as the payment of accrued but unpaid interest (on which exchange gain or loss is recognized as described above); second, accrued but unpaid OID (on which exchange gain or loss is recognized as described above); and, finally, principal.  

Tax Basis.  A U.S. Holder’s initial tax basis in the notes will equal the purchase price, and generally will be increased by any amounts of original issue discount or market discount includible in income with respect thereto, and reduced by any payments other than qualified stated interest and by any amortized premium with respect thereto.

Sale, Exchange and Retirement of Notes.  Upon the sale, exchange or retirement of notes, a U.S. Holder generally will recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement of the notes and the U.S. Holder’s tax basis in the notes.

Except as discussed above with respect to market discount, gain or loss recognized by a U.S. Holder in respect of the sale, exchange, redemption or other disposition of notes generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder is treated as having held the notes for more than one year at the time of such disposition.  The ability to use capital losses to offset ordinary income in determining taxable income generally is limited.

Waivers and Amendments.  An indenture for a series may permit noteholders to waive an event of default or rescind an acceleration of the notes in some circumstances upon a vote of the requisite percentage of the holders.  Any such waiver or rescission, or any amendment of the terms of the notes, could be treated for federal income tax purposes as a constructive exchange by a holder of the notes for new notes, upon which gain or loss might be recognized.

Tax-Exempt Organizations

Except as otherwise provided in a related prospectus supplement, income or gain from the notes held by a tax-exempt organization will not be subject to the tax on unrelated business taxable income if the notes are not “debt financed” property.

Tax Treatment of Non-U.S. Holders

Treatment of Interest.  A Non-U.S. Holder that is not subject to U.S. federal income tax as a result of any direct or indirect connection to the United States other than its ownership of a note should not be subject to U.S. federal income or withholding tax in respect of the notes so long as (1) the Non-U.S. Holder provides an appropriate statement, signed under penalties of perjury, identifying the Non-U.S. Holder and stating, among other things, that the Non-U.S. Holder is not a United States person, (2) the Non-U.S. Holder is not a bank that has purchased the notes in the ordinary course of its trade or business of making loans, as described in section 881(c)(3)(A) of the Code, (3) the Non-U.S. Holder is not a “10-percent shareholder” within the meaning of section 871(h)(3)(B) of the Code or a “related controlled foreign corporation” within the meaning of section 881(c)(3)(C) of the Code with respect to any trust, and (4) interest payable on the notes is not described in section 871(h)(4)(A) of the Code which, subject to certain exceptions, generally describes interest determined by reference to any receipts, sales or other cash flow, income or profits, change in the value of any property of, or any dividend or similar payment made by the trust or a person related to the trust.  Except as otherwise disclosed in the related prospectus supplement, interest payable on the notes will not be determined by reference to any receipts, sales or other cash flow, income or profits, change in the value of any property of, or any dividend or similar payment made by the trust or a person related to the trust, within the meaning of section 871(h)(4)(A) of the Code.

To the extent these conditions are not met, a 30% withholding tax may apply to payments on the notes, unless an income tax treaty reduces or eliminates such tax or the income is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Holder.  In the latter case, such Non-U.S. Holder should be subject to United States federal income tax with respect to all income from the notes at regular rates applicable to U.S. taxpayers.  If such Non-U.S. Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Treatment of Disposition of Notes.  In general, the gain realized on the sale, exchange or retirement of the notes by a Non-U.S. Holder should not be subject to U.S. federal income tax with respect to the notes.  However, if the amount realized upon the sale, exchange or settlement of a note is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States, the Non-U.S. Holder will generally be subject to U.S. federal income tax on any income or gain in respect of the note at the regular rates applicable to U.S. taxpayers, and, for a foreign corporation, possibly branch profits tax, unless an applicable treaty reduces or eliminates such tax.  Additionally, if the Non-U.S. Holder is an individual that is present in the United States for 183 days or more in the year the gain is recognized and certain other conditions are satisfied, the Non-U.S. Holder generally will be s ubject to tax at a rate of 30% on the amount by which the gains derived from the sale, exchange or settlement that are from U.S. sources exceed capital losses allocable to U.S. sources.

U.S. Federal Estate Tax Treatment of Non-U.S. Holders

The Notes may be subject to U.S. federal estate tax if an individual Non-U.S. Holder holds the Notes at the time of his or her death.  Individual Non-U.S. Holders should consult their tax advisors regarding the U.S. federal estate tax consequences of holding the Notes at death.

Alternative Characterizations and Treatments

Because no specific authority exists with respect to the characterization for U.S. federal income tax purposes of notes having terms substantially similar to the notes, the IRS could assert, and a court could ultimately hold, that the notes constitute equity in the trust for U.S. federal income tax purposes.  If the notes are treated as equity in, rather than debt of, the trust for U.S. federal tax purposes, the trust could be treated as a publicly traded partnership that would be taxable as a corporation.  In this case, the trust would be subject to U.S. federal income taxes at corporate tax rates on its taxable income generated by student loans.  An entity-level tax could result in reduced distributions to noteholders.

Furthermore, even if the trust is not taxable as a corporation, the treatment of notes as equity interests in a partnership could have adverse tax consequences to noteholders.  For example, income from classes of notes to tax-exempt entities (including pension funds) might be “unrelated business taxable income,” individual U.S. Holders might be subject to limitations on their ability to deduct their share of trust expenses, U.S. Holders would be required to report income from the trust for each of their own taxable years in which the taxable year of the trust ends and Non-U.S. Holders could be subject to substantial withholding taxes.  In addition, a U.S. Holder that is a cash basis taxpayer would be required to report income with respect to the trust when it accrues, rather than under the cash method of accounting.

Information Reporting and Backup Withholding

Distributions made on the notes and proceeds from the sale of notes to or through certain brokers may be subject to a “backup” withholding tax on “reportable payments” unless, in general, the noteholder complies with certain procedures or is an exempt recipient.  Any amounts so withheld from distributions on the notes generally would be refunded by the IRS or allowed as a credit against the noteholder’s federal income tax, provided the noteholder makes a timely filing of an appropriate tax return or refund claim.

Reports will be made to the IRS and to noteholders that are not excepted from the reporting requirements.

State, Local And Foreign Taxes

The above discussion does not address the tax treatment of the related trust, the notes, or the holders of the notes of any series under any state or local tax laws. The activities of the servicer in servicing and collecting the trust student loans will take place at each of the locations at which the servicer’s operations are conducted and, therefore, different tax regimes apply to the trust and the holders of the notes. Prospective investors are urged to consult with their own tax advisors regarding the state and local tax treatment of the trust as well as any state and local tax consequences to them of purchasing, owning and disposing of the notes.

The above discussion is only a summary of the U.S. federal tax considerations in respect of an investment in the notes.  We may modify or supplement this discussion in a related prospectus supplement.  

THE FEDERAL TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A NOTEHOLDER’S PARTICULAR TAX SITUATION.  PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

CERTAIN ERISA CONSIDERATIONS

General

Section 406 of The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), prohibits, and Section 4975 of the Code imposes adverse tax consequences on, certain transactions between a pension, profit-sharing or other employee benefit plan, including a so-called “Keogh” plan, an individual retirement account or an educational savings account to which they are applicable, or any entity deemed to hold the assets of the foregoing (each, a “Plan”), and persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan.  A violation of these “prohibited transaction” rules may result in an excise tax and other penalties and liabilities under ERISA and the Code for such persons.

Certain transactions involving the assets of a trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased securities issued by that trust if assets of the trust were deemed to be assets of the Plan.  Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation”), the assets of a trust would be treated as plan assets of the Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the trust and none of the exceptions contained in the Plan Assets Regulation was applicable.  An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

Purchases of the Notes

Although there is little guidance on the subject, at the time of their issuance, those notes so designated in the prospectus supplement should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of either such class that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features.

Without regard to whether the notes are considered to be an “equity interest” or debt for purposes of the Plan Assets Regulation, the acquisition or holding of the notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if an underwriter, the issuing entity, the indenture trustee or certain of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such Plan.  In that case, certain exemptions (“prohibited transaction class exemptions” or “PTCEs”) from the prohibited transaction rules could be applicable, depending on the type of Plan involved and the circumstances of the plan fiduciary’s decision to acquire a note. Included among these exemptions are: PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”); PTCE 90-1 (relating to transactions involving insurance company pooled separate accounts); PTCE 91-38 (relating to transactions involving bank collective investment funds); PTCE 95-60 (relating to transactions involving insurance company general accounts); and PTCE 96-23 (relating to transactions effected by an “in-house asset manager”) (each an “Investor-Based Exemption”).  There is also a statutory exemption that may be available under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code to a party in interest that is a service provider to a Plan investing in the notes for adequate consideration, provided such service provider is not (i) the fiduciary with respect to the Plan’s assets used to acquire the notes or an affiliate of such fiduciary or (ii) an affiliate of the employer sponsoring the Plan.  Adequate consideration means fair market value, as determined in good faith by the Plan fiduciary pursuant to regulations to be promulgated by the Department of Labor.  Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided might not cover all acts that might be construed as prohibited transactions. There can be no assurance that these exemptions, or any other exemption, will be available with respect to any particular transaction involving the notes.

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements but may be subject to federal, state, local or foreign laws substantially similar to ERISA or the Code (“Similar Law”).  Such plans, together with Plans, are referred to herein as “Benefit Plans.”

The notes should not be purchased with the assets of a Benefit Plan if the owner trustee, the depositor, any underwriter, the eligible lender trustee, the indenture trustee, the servicer, any provider of credit support, the administrator or any of their affiliates has fiduciary or investment discretion with respect to such Benefit Plan assets or is an employer maintaining or contributing to such Benefit Plan unless such purchase and holding of the notes would be covered by an applicable prohibited transaction exemption and will not cause a non-exempt violation of any Similar Law.

Each purchaser and transferee of a note will be deemed to represent that either (i) it is not a Benefit Plan or (ii) it is a Benefit Plan and its acquisition and holding of such note will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code which is not covered under an applicable statutory or administrative exemption, and will not cause a non-exempt violation of any Similar Law and will be deemed to further represent that it will not transfer such note in violation of the foregoing.

Prospective Benefit Plan investors should consult with their legal advisors concerning the impact of ERISA and Section 4975 of the Code or any other substantially similar applicable law, the effect of the assets of the issuing entity being deemed “plan assets” and the applicability of any applicable exemption prior to making an investment in the notes. Each Benefit Plan fiduciary should determine whether under the fiduciary standards of investment prudence and diversification, an investment in the notes is appropriate for the Benefit Plan, also taking into account the overall investment policy of the Benefit Plan and the composition of the Benefit Plan’s investment portfolio.

AVAILABLE INFORMATION

SLC Student Loan Receivables I, Inc., as the originator of each trust and the depositor, has filed with the SEC a registration statement for the notes under the Securities Act of 1933 as amended. This prospectus and the accompanying prospectus supplement, both of which form part of the registration statement, do not contain all the information contained in the registration statement.  You may inspect and copy the registration statement at the public reference facilities maintained by the SEC at

·

100 F Street, N.E., Washington, D.C. 20549;

and at the SEC’s regional offices at

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175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604.

·

3 World Financial Center, New York, New York 10281.

In addition, you may obtain copies of the registration statement from the Public Reference Branch of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon payment of certain prescribed fees.  You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-732-0330.

The registration statement may also be accessed electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system at the SEC’s website located at http://www.sec.gov.

REPORTS TO NOTEHOLDERS

The administrator will prepare periodic unaudited reports as described in the prospectus supplement for each series.  These periodic unaudited reports will contain information concerning the trust student loans in the related trust.  They will be sent only to Cede & Co., as nominee of DTC.  The administrator will not send reports directly to the beneficial holders of the notes.  However, these reports may be viewed by registering at the following website: http://www.studentloan.com (or such other website as specified in the related prospectus supplement).  The reports will not constitute financial statements prepared in accordance with generally accepted accounting principles.

The issuing entity will cause the administrator to file with the SEC all periodic reports required under the Securities Exchange Act of 1934, as amended.  The reports concerning the issuing entity are required to be delivered to the holders of the notes.  These reports include, but are not limited to:

·

Reports on Form 8-K (Current Report), following the issuance of the series of notes of the related trust, including as Exhibits to the Form 8-K the transaction agreements or other documents specified in the related prospectus supplement;

·

Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

·

Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the distribution date specified in the related prospectus supplement; and

·

Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Act.

Each trust will have a separate Central Index Key assigned by the SEC for the trust.  Reports filed with respect to an issuing entity with the SEC after the prospectus supplement is filed will be available under that trust’s Central Index Key, which will be a serial company number assigned to the file number of the depositor shown above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All reports and other documents filed by or for an issuing entity pursuant to the Exchange Act on Form 8-K or Form 10-D after the date of this prospectus and before the termination of the offering of the notes will be deemed to be incorporated by reference into this prospectus.  Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference may be modified or superseded by a subsequently filed document.

At such time as may be required under relevant SEC rules and regulations, the depositor may provide static pool information, in response to Item 1105 of Regulation AB, through an Internet website. If the depositor decides to provide such information through an Internet website, the applicable prospectus supplement accompanying this prospectus will disclose the specific website address where such information is posted.

We will provide without charge to each person to whom a copy of this prospectus is delivered, on the written or oral request of that person, a copy of any or all of the documents incorporated in this prospectus or in any related prospectus supplement by reference, except the exhibits to those documents, unless the exhibits are specifically incorporated by reference.

Written requests for copies should be directed to SLC Student Loan Receivables I, Inc., 750 Washington Boulevard, 9th Floor, Stamford, Connecticut 06901.  Telephone requests for copies should be directed to (203) 975-6923.

THE PLAN OF DISTRIBUTION

The depositor and the underwriters named in each prospectus supplement will enter into an underwriting agreement for the notes of the related series and/or a separate placement agreement for the notes of that series.  Under the underwriting agreement, we will agree to cause the related trust to sell to the underwriters, and each of the underwriters will severally agree to purchase, the amount of each class of notes listed in the prospectus supplement.

The underwriters will agree, subject to the terms and conditions of their underwriting agreement, to purchase all the notes described in the underwriting agreement and offered by this prospectus and the related prospectus supplement.  In some series, the depositor or an affiliate may offer some or all of the notes for sale directly.

The underwriters or other offerors may offer the notes to potential investors in person, by telephone, over the Internet or by other means.

Each prospectus supplement will either:

·

show the price at which each class of notes is being offered to the public and any concessions that may be offered to dealers participating in the offering; or

·

specify that the notes will be sold by the depositor or an affiliate or will be sold or resold by the underwriters in negotiated transactions at varying prices to be determined at the time of such sale.

After the initial public offering of any notes, the offering prices and concessions may be changed.

Until the distribution of the notes is completed, SEC rules may limit the ability of the underwriters and selling group members to bid for and purchase the notes.  As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the notes.  These consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes.

If an underwriter creates a short position in the notes in connection with the offering—that is, if it sells more notes than are shown on the cover page of the related prospectus supplement—the underwriter may reduce that short position by purchasing notes in the open market.

An underwriter may also impose a penalty bid on other underwriters and selling group members.  This means that if the underwriter purchases notes in the open market to reduce the underwriters’ short position or to stabilize the price of the notes, it may reclaim the amount of the selling concession from the underwriters and selling group members who sold those notes as part of the offering.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases.  The imposition of a penalty bid might also have an effect on the price of a security to the extent that it discourages resales of the security.

Neither the depositor nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes.  In addition, neither we nor the underwriters make any representation that the underwriters will engage in those transactions or that those transactions, once commenced, will not be discontinued without notice.

The underwriters may assist in resales of the notes but are not required to do so.  The related prospectus supplement will indicate whether any of the underwriters intends to make a secondary market in the notes offered by that prospectus supplement.  No underwriter will be obligated to make a secondary market.

This prospectus may be used in connection with the remarketing of a class of reset rate notes or the offering of a class of reset rate notes by SLC or its affiliate after its exercise of the related call option with respect to that class.

In connection with any remarketing of a class of reset rate notes, unless the all hold rate will be in effect, we will prepare for distribution to prospective purchasers a new prospectus supplement to the original prospectus covering the terms of the remarketing.

If SLC or one of its subsidiaries exercises its call option with respect to any class of reset rate notes previously publicly offered by any trust formed by the depositor prior to a related reset date, that entity may resell those reset rate notes under this prospectus. In connection with the resale, we will prepare for distribution to prospective purchasers a new prospectus supplement to the original prospectus covering such resale.

If applicable, each such prospectus supplement will also contain material information regarding any new swap counterparty or counterparties. In addition, each new prospectus supplement will contain any other pertinent information relating to the trust as may be requested by prospective purchasers, remarketing agents or otherwise, and will also contain material information regarding the applicable student loan guarantors and information describing the characteristics of the related pool of trust student loans that remains outstanding as of a date reasonably proximate to the date of that prospectus supplement, including updated tables relating to the information presented in the original prospectus supplement, new tables containing the statistical information generally presented by the depositor as part of its then recent student loan securitizations, or a combination of both.

Each underwriting agreement will provide that the depositor and SLC will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the underwriters may be required to make on those civil liabilities.

Each trust may, from time to time, invest the funds in its trust accounts in eligible investments acquired from one or more of the underwriters.

Under each of the underwriting agreements for a given series of notes, the closing of the sale of any class of notes will be conditioned on the closing of the sale of all other classes.

The place and time of delivery for the notes will appear in the related prospectus supplement.

LEGAL MATTERS

The validity of the notes will be passed upon by Bingham McCutchen LLP, as counsel to each trust, the depositor and SLC.

Each prospectus supplement will identify the other law firms who will give opinions on additional legal matters for the underwriters, any other sellers and specific U.S. federal and Delaware state income tax matters.

APPENDIX A

FEDERAL FAMILY EDUCATION LOAN PROGRAM

General

The Federal Family Education Loan Program, known as FFELP, under Title IV of the Higher Education Act of 1965, as amended, provides for loans to students who are enrolled in eligible institutions, or to parents of dependent students, to finance their educational costs.  Payment of principal and interest on the FFELP student loans is guaranteed by a state or not-for-profit guarantee agency against:

·

default of the borrower;

·

death, total and permanent disability, or discharge in bankruptcy;

·

closing of the borrower’s school prior to the end of the academic period;

·

false certification by the borrower’s school of the borrower’s eligibility for the student loan, as well as false certification as a result of the crime of identity theft; and

·

an unpaid school refund.

In addition to the guarantee payments, the holder of FFELP student loans is entitled to receive interest subsidy payments and special allowance payments from the U.S. Department of Education on eligible student loans.

Special allowance payments raise the interest rate of return to FFELP student loan lenders when the statutory borrower interest rate is below an indexed market value.  Subject to certain conditions, a program of federal reinsurance under the Higher Education Act entitles guarantee agencies to reimbursement from the U.S. Department of Education for between 75% and 100% of the amount of each guarantee payment.

Four types of FFELP student loans are currently authorized under the Higher Education Act:

·

Subsidized Stafford Loans to students who demonstrate requisite financial need;

·

Unsubsidized Stafford Loans to students who either do not demonstrate financial need or require additional loans to supplement their Subsidized Stafford Loans;

·

PLUS Loans to parents of dependent undergraduate students and, after July 1, 2006, to graduate and professional students whose estimated costs of attending school exceed other available financial aid; and

·

Consolidation Loans, which consolidate into a single loan a borrower’s obligations under various federally authorized student loan programs.

Before July 1, 1994, the Higher Education Act also authorized loans called “Supplemental Loans to Students” or “SLS Loans” to independent students and, under some circumstances, dependent undergraduate students, to supplement their Subsidized Stafford Loans.  The Unsubsidized Stafford Loan program replaced the SLS program.

This appendix and the prospectus describe or summarize the material provisions of the Higher Education Act, FFELP and related statutes and regulations.  They, however, are not complete and are qualified in their entirety by reference to each actual statute and regulation.  Both the Higher Education Act and the related regulations have been subject to extensive amendment since 1965.  Accordingly, we cannot predict whether future amendments or modifications might materially change any of the programs described in this appendix or the statutes and regulations that implement them.

Legislative Matters

FFELP is generally subject to comprehensive reauthorization every 5 years and to frequent statutory and regulatory changes.  The most recent reauthorization was the “Higher Education Opportunity Act of 2008,” which was signed into law on August 14, 2008.  Before that, the Higher Education Act of 1965 (Pub. L. No. 89-329) was reauthorized in 1968, 1972, 1976, 1980, 1986, 1992, 1998 and 2005.  The Higher Education Act was also amended by Public Law 106-170 in 1999, Public Law 106-554 in 2001, Public Law 107-139 in 2002, Public Law 108-366 in 2004, Public Law 109-171 in 2005, Public Law 110-84 in 2007 and Public Law 110-227 in 2008.

In 1993 Congress created the William D. Ford Federal Direct Loan Program (“FDLP”) pursuant to which Stafford, PLUS and Consolidation Loans may be funded directly by the U.S. Department of Treasury.  The Direct Lending Program operates in competition with the FFELP, under which loans are offered by private lenders under FFELP.

The 1998 reauthorization extended the principal provisions of the FFELP and the FDLP to October 1, 2004, which was extended through federal fiscal year 2005 by Public Law 108-366.  The 1998 reauthorization, as modified by the 1999 act, lowered both the borrower interest rate on Stafford Loans to a formula based on the 91-day Treasury bill rate plus 2.30% (1.70% during in-school, grace and deferment periods), capped at 8.25%, and the lender’s rate after special allowance payments to the 91-day Treasury bill rate plus 2.80% (2.20% during in-school, grace and deferment periods) for loans originated on or after July 1, 1998 and before July 1, 2003.  The borrower interest rate on PLUS Loans originated during this period is equal to the 91-day Treasury bill rate plus 3.10%, capped at 9%.

The 1999 revisions to the Higher Education Act changed the financial index on which special allowance payments are computed on new loans from the 91-day Treasury bill rate to the three-month commercial paper rate (financial) for FFELP student loans disbursed on or after January 1, 2000 and before July 1, 2003.  For these FFELP student loans, the special allowance payments to lenders are based upon the three-month commercial paper (financial) rate plus 2.34% (1.74% during in-school, grace and deferment periods).  The 1999 revisions to the Higher Education Act did not change the rate that borrowers pay on FFELP student loans.

The 2001 revisions to the Higher Education Act changed the financial index on which the interest rate for some borrowers of SLS and PLUS Loans are computed.  The index was changed from the 1-year Treasury bill rate to the weekly average one-year constant maturity Treasury yield.  This change was effective beginning in July 2001.

The 2002 revisions to the Higher Education Act amended the Higher Education Act to (i) extend current borrower interest rates for student or parent loans with a first disbursement before July 1, 2006 and for consolidation loans with an application received by the lender before July 1, 2006, (ii) establish fixed borrower interest rates on student loans made on or after July 1, 2006, and (iii) extend the computation of special allowance payments based on the three-month commercial paper (financial) index.

On February 8, 2006, the President of the United States signed the “Deficit Reduction Act of 2005” into law.  Included in the Deficit Reduction Act of 2005 is the “Higher Education Reconciliation Act of 2005,” which extends the Department of Education's authority to provide federal insurance on loans, make subsidized loans and make consolidation loans through September 30, 2012.  Several provisions of the Higher Education Act governing FFELP were also amended, including (i) an increase in the annual Stafford Loan limits for first and second year undergraduate students, (ii) the reduction of  reimbursement due to servicers deemed as exceptional performers from 100% to 99%, (iii) requiring lenders to pay the Department of Education interest paid by borrowers that exceed the special allowance support levels applicable to such loans, (iv) authorizing a deferment for eligible borrowers serving on activ e military or performing other qualifying service, (v) an increase in forgiveness amounts for certain teachers and (vi) extending PLUS Loan eligibility to graduate and professional students.

On September 27, 2007, the President of the United States signed the “College Cost Reduction and Access Act of 2007” (Public Law 110-84) into law, which, by amending the Higher Education Act, eliminates certain government subsidies to education lenders.  The legislation also includes provisions that: (1) reduce the undergraduate subsidized Stafford Loan interest rate from 6.8% to 3.4% over then next five years, with the rate returning to 6.8% on July 1, 2012, (2) reduce special allowance payments made to FFELP lenders by between 0.55% and 0.85% per annum, depending on the loan type, for loans first disbursed on or after October 1, 2007, (3) limit lender reimbursement to 97% of the unpaid balance of FFELP loans for most claims filed on or after October 1, 2007 by eliminating the exceptional performer program, with a further reduction to 95% reimbursement for loans first disbursed on or after October 1, 2012, (4) incre ase the lender fee from 0.50% to 1.00% for FFELP loans first disbursed on or after October 1, 2007, (5) extend eligibility for the military deferment and (6) introduce an income-based repayment option.

On May 7, 2008, the President of the United States signed the “Ensuring Continued Access to Student Loan Act of 2008” (Public Law 110-227) into law, which, among other things, increased the annual and aggregate Stafford borrowing limits and allows Parent PLUS Loan borrowers the option of postponing payments on the loan until six months after the student's last day of at least half-time enrollment.

On August 14, 2008, the President of the United States signed the Higher Education Opportunity Act of 2008 into law, which includes revisions to the Higher Education Act and reauthorizes the FFELP through 2014.  Many of the provisions of the Higher Education Opportunity Act of 2008 are effective as of the date of enactment, with others taking effect July 1, 2009. The majority of the provisions pertain to increasing consumer awareness by increasing the amount of information that must be disclosed to borrowers throughout the lifecycle of the loan.  Other key provisions include:

·

the extension of the in-school deferment and 6 month post-enrollment period provided to Parent PLUS Loan borrowers under Ensuring Continued Access to Student Loan Act of 2008 to also include Graduate PLUS Loan borrowers;

·

application to federal loans of the 6.00% interest rate limit provided by the Servicemembers Civil Relief Act; and

·

revision of the existing Teacher Loan Forgiveness program to include teachers employed by educational service agencies and the creation of forgiveness programs for borrowers employed in areas of national need and as civil legal assistance attorneys.

We cannot predict whether further changes will be made to the Higher Education Act in future legislation or the effect of such additional legislation on the sponsor’s student loan program or the trust student loans.

Eligible Lenders, Students and Educational Institutions

Lenders eligible to make loans under FFELP generally include banks, savings and loan associations, credit unions, pension funds and, under some conditions, schools and guarantors.  A FFELP student loan may be made to, or on behalf of, a “qualified student.”  A “qualified student” is an individual who:

·

is a United States citizen, national or permanent resident;

·

has been accepted for enrollment or is enrolled and is maintaining satisfactory academic progress at a participating educational institution;

·

is carrying at least one-half of the normal full-time academic workload for the course of study the student is pursuing; and

·

meets the financial need requirements for the particular loan program.

Eligible schools include institutions of higher education, including proprietary institutions, meeting the standards provided in the Higher Education Act.  For a school to participate in the program, the U.S. Department of Education must approve its eligibility under standards established by regulation.

Financial Need Analysis

Subject to program limits and conditions, student loans generally are made up to amounts sufficient to cover the student’s estimated costs of attending school, including tuition and fees, books, supplies, room and board, transportation and miscellaneous personal expenses as determined by the institution.  Each Stafford Loan applicant (and parents in the case of a dependent child) must undergo a financial need analysis.  This requires the applicant (and parents in the case of a dependent child) to submit financial data to a federal processor.  The federal processor evaluates the parents’ and student’s financial condition under federal guidelines and calculates the amount that the student and the family are expected to contribute towards the student’s cost of education.  After receiving information on the family contribution, the institution then subtracts the family contribution from the s tudent’s costs to attend the institution to determine the student’s need for financial aid.  Some of this need is met by grants, scholarships, institutional loans and work assistance.  A student’s “unmet need” is further reduced by the amount of Stafford Loans for which the borrower is eligible.

Special Allowance Payments

The Higher Education Act provides for quarterly special allowance payments to be made by the U.S. Department of Education to holders of FFELP student loans to the extent necessary to ensure that they receive at least specified market interest rates of return.  The rates for special allowance payments depend on formulas that vary according to the type of loan, the date the loan was made and the type of funds, tax-exempt or taxable, used to finance the loan.  The Department makes a special allowance payment for each calendar quarter, generally within 15 to 30 days after the receipt of a bill from the lender.

The special allowance payment equals the average unpaid principal balance, including interest which has been capitalized, of all eligible loans held by a holder during the quarterly period multiplied by the special allowance percentage.

For FFELP student loans disbursed before January 1, 2000, the special allowance percentage is computed by:

(1)

determining the average of the bond equivalent rates of 91-day Treasury bills auctioned for that quarter;

(2)

subtracting the applicable borrower interest rate;

(3)

adding the applicable special allowance margin described in the table below; and

(4)

dividing the resultant percentage by 4.

If the result is negative, the special allowance payment is zero.

Date of First Disbursement	Special Allowance Margin
Before 10/17/86	3.50%
From 10/17/86 through 09/30/92	3.25%
From 10/01/92 through 06/30/95	3.10%
From 07/01/95 through 06/30/98	2.50% for Stafford Loans that are in In-School, Grace or Deferment 3.10% for Stafford Loans that are in Repayment and all other loans
From 07/01/98 through 12/31/99	2.20% for Stafford Loans that are in In-School, Grace or Deferment 2.80% for Stafford Loans that are in Repayment and Forbearance 3.10% for PLUS, SLS and Consolidation Loans

For FFELP student loans disbursed after January 1, 2000, the special allowance percentage is computed by:

(1)

determining the average of the bond equivalent rates of 3-month commercial paper (financial) rates quoted for that quarter;

(2)

subtracting the applicable borrower interest rate;

(3)

adding the applicable special allowance margin described in the table below; and

(4)

dividing the resultant percentage by 4.

If the result is negative, the special allowance payment is zero.

Date of First Disbursement	Special Allowance Margin
From 01/01/00 through 09/30/07	1.74% for Stafford Loans that are in In-School, Grace or Deferment 2.34% for Stafford Loans that are in Repayment and Forbearance 2.64% for PLUS and Consolidation Loans
From 10/01/07 and after	1.19% for Stafford Loans that are in In-School, Grace or Deferment 1.79% for Stafford Loans that are in Repayment and PLUS Loans 2.09% for Consolidation Loans

For FFELP student loans first disbursed on or after April 1, 2006, lenders are required to pay the Department of Education any interest paid by borrowers on student loans that exceeds the special allowance support levels applicable to such loans.

The College Cost Reduction and Access Act reduces the special allowance payments for loans held by for-profit lenders and first disbursed on or after October 1, 2007 as follows:

·

0.55% reduction for Subsidized and Unsubsidized Stafford Loans and Consolidation Loans; and

·

0.85% reduction for PLUS Loans.

Special allowance payments are available on variable rate PLUS Loans and SLS Loans made on or after July 1, 1987 and before July 1, 1994 and on any PLUS Loans made on or after July 1, 1998, only if the variable rate, which is reset annually, exceeds the applicable maximum borrower rate.  The variable rate is based on the weekly average one-year constant maturity Treasury yield for loans made before July 1, 1998 and based on the 91-day or 52-week Treasury bill, as applicable, for loans made on or after July 1, 1998.  The maximum borrower rate is between 9 percent and 12 percent.  Effective July 1, 2006, this limitation on special allowance payments for PLUS Loans made on or after January 1, 2000 was repealed.

Fees

Origination Fee.  An origination fee must be paid to the Department of Education for all Stafford and PLUS Loans originated in the FFELP. An origination fee is not paid on a Consolidation Loan. A 3% origination fee must be deducted from the amount of each PLUS Loan.  

An origination fee may be, but is not required to be, deducted from the amount of a Stafford Loan according to the following table:

Date of First Disbursement	Maximum Origination Fee
Before 07/01/06	3.0%
From 07/01/06 through 06/30/07	2.0%
From 07/01/07 through 06/30/08	1.5%
From 07/01/08 through 06/30/09	1.0%
From 07/01/09 through 06/30/10	0.5%
From 07/01/10 and after	0.0%

Federal Default Fee. A federal default fee up to 1% (previously called an insurance premium) may be, but is not required to be, deducted from the amount of a Stafford or PLUS Loan.  A federal default fee is not deducted from the amount of a Consolidation Loan.

Lender Loan Fee.  A lender loan fee is paid to the Department of Education on the amount of each loan disbursement of all FFELP loans. For loans disbursed from October 1, 1993 to September 30, 2007, the fee was 0.50% of the loan amount. The fee increased to 1% of the loan amount for loans disbursed on or after October 1, 2007.

Loan Rebate Fee.  A loan rebate fee of 1.05% is paid annually on the unpaid principal and interest of each Consolidation Loan disbursed on or after October 1, 1993. This fee was reduced to 0.62% for loans made from October 1, 1998 to January 31, 1999.

Stafford Loan Program

For Stafford Loans, the Higher Education Act provides for:

·

federal insurance or reinsurance of Stafford Loans made by eligible lenders to qualified students;

·

federal interest subsidy payments on Subsidized Stafford Loans paid by the U.S. Department of Education to holders of the loans in lieu of the borrowers’ making interest payments; and

·

special allowance payments representing an additional subsidy paid by the Department to the holders of eligible Stafford Loans.

We refer to all three types of assistance as “federal assistance.”

Interest.  The borrower’s interest rate on a Stafford Loan can be fixed or variable.  Stafford Loan interest rates are presented below.

Trigger Date	Borrower Rate	Maximum Borrower Rate	Interest Rate Margin
Before 10/01/81	7%	N/A	N/A
From 01/01/81 through 09/12/83	9%	N/A	N/A
From 09/13/83 through 06/30/88	8%	N/A	N/A
From 07/01/88 through 09/30/92	8% for 48 months; thereafter, 91-day Treasury + Interest Rate Margin	8% for 48 months, then 10%	3.25% for loans made before 7/23/92 and for loans made on or before 10/1/92 to new student borrowers; 3.10% for loans made after 7/23/92 and before 7/1/94 to borrowers with outstanding FFELP loans
From 10/01/92 through 06/30/94	91-day Treasury + Interest Rate Margin	9%	3.10%
From 07/01/94 through 06/30/95	91-day Treasury + Interest Rate Margin	8.25%	3.10%
From 07/01/95 through 06/30/98	91-day Treasury + Interest Rate Margin	8.25%	2.50% (In-School, Grace or Deferment); 3.10% (Repayment)
From 07/01/98 through 06/30/06	91-day Treasury + Interest Rate Margin	8.25%	1.70% (In-School, Grace or Deferment); 2.30% (Repayment)
From 07/01/06 through 06/30/08	6.8%	N/A	N/A
From 07/01/08 through 06/30/09	6.0% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate subsidized loans	6.0%, 6.8%	N/A
From 07/01/09 through 06/30/10	5.6% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate loans	5.6%, 6.8%	N/A
From 07/01/10 through 06/30/11	4.5% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate loans	4.5%, 6.8%	N/A
From 07/01/11 through 06/30/12	3.4% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate loans	3.4%, 6.8%	N/A
From 07/01/12 and after	6.8%	6.8%	N/A

Interest Subsidy Payments.  The U.S. Department of Education is responsible for paying interest on Subsidized Stafford Loans:

·

while the borrower is a qualified student,

·

during the grace period, and

·

during prescribed deferment periods.

The U.S. Department of Education makes quarterly interest subsidy payments to the owner of a Subsidized Stafford Loan in an amount equal to the interest that accrues on the unpaid balance of that loan before repayment begins or during prescribed deferment periods.  The Higher Education Act provides that the owner of an eligible Subsidized Stafford Loan has a contractual right against the United States to receive interest subsidy and special allowance payments.  However, receipt of interest subsidy and special allowance payments is conditional upon compliance with the requirements of the Higher Education Act, including the following:

·

satisfaction of need criteria, and

·

continued eligibility of the loan for federal insurance or reinsurance.

If the loan is not held by an eligible lender in accordance with the requirements of the Higher Education Act and the applicable guarantee or insurance agreement, the loan may lose its eligibility for federal insurance.

Lenders generally receive interest subsidy payments within 15 days to 30 days after the submission of the applicable data for any given calendar quarter to the U.S. Department of Education.  However, there can be no assurance that payments will, in fact, be received from the Department within that period.

Loan Limits.  The Higher Education Act generally requires that lenders disburse FFELP student loans in at least two equal disbursements.  The Act limits the amount a student can borrow in any academic year.  The following chart shows current and historic loan limits.

	Dependent Students			Independent Students
Borrower’s Academic Level	Subsidized and Unsubsidized on or after 10/1/93	Subsidized and Unsubsidized on or after 7/1/07	Subsidized and Unsubsidized on or after 7/1/08	Additional Unsubsidized only on or after 7/1/94	Additional Unsubsidized only on or after 7/1/07	Additional Unsubsidized only on or after 7/1/08	Maximum Annual Total Amount
Undergraduate (per year):
1st year	$  2,625	$  3,500	$  5,500	$  4,000	$  4,000	$  4,000	$    9,500
2nd year	$  3,500	$  4,500	$  6,500	$  4,000	$  4,000	$  4,000	$  10,500
3rd year and above	$  5,500	$  5,500	$  7,500	$  5,000	$  5,000	$  5,000	$  12,500
Graduate (per year)	$  8,500	$  8,500	$  8,500	$10,000	$12,000	$12,000	$  20,500
Aggregate Limit:
Undergraduate	$23,000	$23,000	$31,000	$23,000	$23,000	$26,500	$  57,500
Graduate (including undergraduate)	$65,500	$65,500	$65,500	$73,000	$73,000	$73,000	$138,500

For the purposes of the table above:

·

The loan limits include both FFELP and FDLP loans.

·

The amounts in the final column represent the combined maximum loan amount per year for Subsidized and Unsubsidized Stafford Loans.  Accordingly, the maximum amount that a student may borrow under an Unsubsidized Stafford Loan is the difference between the combined maximum loan amount and the amount the student received in the form of a Subsidized Stafford Loan.

·

Independent undergraduate students, graduate students and professional students may borrow the additional amounts shown in the middle column.  Dependent undergraduate students may also receive these additional loan amounts if their parents are unable to provide the family contribution amount and they do not qualify for a PLUS Loan.

·

Students attending certain medical schools are eligible for $38,500 annually and $189,000 in the aggregate.

·

The annual loan limits are sometimes reduced when the student is enrolled in a program of less than one academic year or has less than a full academic year remaining in his program.

Repayment.  Repayment of principal on a Stafford Loan begins six months after the borrower graduates, withdraws or drops to less than half-time enrollment status.  In general, each loan must be scheduled for repayment over a period of not more than 10 years after repayment begins.  New borrowers on or after October 7, 1998 who accumulate an outstanding loan balance under FFELP totaling more than $30,000 are entitled to extend repayment for up to 25 years, subject to minimum repayment amounts.  Consolidation Loan borrowers may be scheduled for repayment up to 30 years depending on the borrower’s indebtedness.  Outlined in the table below are the maximum repayment periods available based on the outstanding FFELP Consolidation Loan indebtedness.

Outstanding FFELP Consolidation Loan Indebtedness	Maximum Repayment Period
$7,500-$9,999	12 Years
$10,000-$19,999	15 Years
$20,000-$30,000	20 Years
$30,001-$59,999	25 Years
$60,000 or more	30 Years
Note: Maximum repayment period excludes authorized periods of deferment and forbearance.

The Higher Education Act currently requires minimum annual payments of $600, unless the borrower and the lender agree to lower payments, except that negative amortization is not allowed.  The Higher Education Act and related regulations require lenders to offer a choice among standard, graduated, income-sensitive and extended repayment schedules, if applicable, to all borrowers entering repayment.  The College Cost Reduction and Access Act of 2007 introduces an income-based repayment plan on July 1, 2009 that a student borrower may elect during a period of partial financial hardship and have annual payments that do not exceed 15% of the amount by which adjusted gross income exceeds 150% of the poverty line. The Secretary repays or cancels any outstanding principal and interest under certain criteria after 25 years.

Graces, Deferment and Forbearance Periods.  After the borrower stops pursuing at least a half-time course of study, he generally must begin to repay the principal and interest of a Stafford Loan following the grace period.  However, no principal payments need to be made, subject to certain conditions, during deferment and forbearance periods.

For borrowers whose first loans are disbursed on or after July 1, 1993, repayment of principal may be deferred:

·

while the borrower returns to school at least half-time or is enrolled in an approved graduate fellowship program or rehabilitation program;

·

when the borrower is seeking, but unable to find, full-time employment, subject to a maximum deferment of 3 years;

·

when the lender determines that repayment will cause the borrower “economic hardship,” as defined in the Act, subject to a maximum deferment of 3 years; or

·

while the borrower is serving on active duty or performing other qualifying service during a war or other military operation or national emergency.

Interest that accrues during a deferment is paid by the U.S. Department of Education on Subsidized Stafford Loans or is deferred and capitalized on Unsubsidized Stafford Loans.

The Higher Education Act also permits, and in some cases requires, “forbearance” of payment of principal in some circumstances.  Interest that accrues during a forbearance period is never subsidized.

The College Cost Reduction and Access Act eliminated the three-year limitation on the period for which certain members of the armed forces may receive deferments on their loan payments and allows deferments until 180 days after such member is demobilized.  It also provides that such benefits are available regardless of when the loan was originated.  As under prior law, members of the armed forces who qualify for this deferment are limited to those who are serving on active duty or performing qualifying National Guard duty during a war or other military operation in a national emergency.  The College Cost Reduction and Access Act also allow members of the armed forces, including members of the National Guard or other reserve component of the armed forces, who were enrolled in college or left college within six months of deployment to receive a deferment of up to 13 months upon return from active duty.

PLUS and SLS Loan Programs

The Higher Education Act authorizes (i) PLUS Loans to be made to parents of eligible dependent students and  to graduate and professional students.  The Higher Education Act previously authorized SLS Loans to be made to the categories of students now served by the Unsubsidized Stafford Loan program.  Only parents or graduate or professional students who have no adverse credit history or who are able to secure an endorser without an adverse credit history are eligible for PLUS Loans.  The basic provisions applicable to PLUS and SLS Loans are similar to those of Stafford Loans for federal insurance and reinsurance.  However, interest subsidy payments are not available under the PLUS and SLS programs and, in some instances, special allowance payments are more restricted.

Loan Limits.  PLUS and SLS Loans disbursed before July 1, 1993 were limited to $4,000 per academic year with a maximum aggregate amount of $20,000.  The annual loan limits for SLS Loans disbursed on or after July 1, 1993 range from $4,000 for first and second year undergraduate borrowers to $10,000 for graduate borrowers, with a maximum aggregate amount of $23,000 for undergraduate borrowers and $73,000 for graduate and professional borrowers.

The annual and aggregate amounts of PLUS Loans first disbursed on or after July 1, 1993 are limited only to the difference between the cost of the student’s education and other financial aid received, including scholarship, grants and other student loans.

Interest.  The interest rates for PLUS Loans and SLS Loans are presented in the chart below.

For PLUS or SLS Loans that bear interest based on a variable rate, the rate is set annually for 12-month periods, from July 1 through June 30, on the preceding June 1 and is equal to the lesser of:

·

the applicable maximum borrower rate

and

·

the sum of:

(1)

the applicable 1-year index or the bond equivalent rate of 91-day Treasury bills, as applicable,

and

(2)

the applicable interest rate margin.

Under current law, PLUS Loans with a first disbursement on or after July 1, 2006 will bear a fixed annual interest rate of 8.5%.

Until July 1, 2001, the 1-year index was the bond equivalent rate of 52-week Treasury bills auctioned at the final auction held prior to each June 1.  Beginning July 1, 2001, the 1-year index is the weekly average 1-year constant maturity Treasury, as published by the Board of Governors of the Federal Reserve System, for the last calendar week ending on or before the June 26 immediately preceding the July 1 reset date.

Trigger Date	Borrower Rate	Maximum Borrower Rate	Interest Rate Margin
Before 10/01/81	9%	N/A	N/A
From 10/01/81 through 10/30/82	14%	N/A	N/A
From 11/01/82 through 06/30/87	12%	N/A	N/A
From 07/01/87 through 09/30/92	1-year Index + Interest Rate Margin	12%	3.25%
From 10/01/92 through 06/30/94	1-year Index + Interest Rate Margin	PLUS 10%, SLS 11%	3.10%
From 07/01/94 through 06/30/98	1-year Index + Interest Rate Margin	9%	3.10%
From 07/01/98 through 06/30/06	91-day Treasury + Interest Rate Margin	9%	3.10%
From 07/01/06	8.5%	8.5%	N/A

A holder of a PLUS or SLS Loan is eligible to receive special allowance payments during any quarter if:

·

the borrower rate is set at the maximum borrower rate; and

·

the sum of the average of the bond equivalent rates of 91-day or 52-week Treasury bills auctioned during that quarter or commercial paper rates, as applicable and the applicable interest rate margin exceeds the maximum borrower rate.

Repayment, Deferment and Forbearance.  Borrowers must begin to repay principal and interest on their PLUS and SLS Loans no later than 60 days after the final disbursement, subject to deferment and forbearance provisions.  Borrowers may defer payment of principal during periods of educational enrollment, unemployment, economic hardship, or military duty as defined in the Act.  Interest will continue to accrue during such periods; any unpaid interest will be capitalized.  Maximum loan repayment periods and minimum payment amounts for PLUS and SLS Loans are the same as those for Stafford Loans.  Periods of forbearance are also permitted and in some cases required whereby payment of principal is postponed.  Interest that accrues during a forbearance period is never subsidized.

Consolidation Loan Program

The Higher Education Act also authorizes a program under which borrowers may consolidate one or more of their federal student loans into a single Consolidation Loan that is insured and reinsured on a basis similar to Stafford, PLUS and SLS Loans.  Consolidation Loans are made by paying off the outstanding principal, unpaid interest, late charges and collection costs on all federally insured and reinsured student loans incurred under FFELP or FDLP that the borrower selects for consolidation, as well as loans made under various other federal student loan programs and loans made by different lenders.  Under this program, a lender may make a Consolidation Loan to an eligible borrower who requests it.  Under certain circumstances, a FFELP borrower may obtain a Consolidation Loan under the FDLP.

Consolidation Loans made on or after July 1, 1994 have no minimum loan amount.  Consolidation Loans for which an application was received on or after January 1, 1993 but before July 1, 1994 were available only to borrowers who had aggregate outstanding student loan balances of at least $7,500.  For applications received before January 1, 1993, Consolidation Loans were available only to borrowers who had aggregate outstanding FFELP student loan balances of at least $5,000.

To obtain a FFELP Consolidation Loan, the borrower must be either in repayment status or in a grace period before repayment begins.  For applications received on or after January 1, 1993, delinquent or defaulted borrowers are eligible to obtain Consolidation Loans if they re-enter repayment through loan consolidation.  Since January 1, 1993 and until July 1, 2006, married couples who agreed to be jointly and severally liable were able to apply for one Consolidation Loan.  In some cases borrowers may have entered repayment status while still in school and thereby became eligible to obtain a Consolidation Loan until July 1, 2006.

Consolidation Loans bear interest at a fixed rate equal to the greater of the weighted average of the interest rates on the unpaid principal balances of the consolidated loans and 9 percent for loans originated before July 1, 1994.  For Consolidation Loans made on or after July 1, 1994 and for which applications were received before November 13, 1997, the weighted average interest rate is rounded up to the nearest whole percent.  Consolidation Loans made on or after July 1, 1994 for which applications were received on or after November 13, 1997 through September 30, 1998 bear interest at the annual variable rate applicable to Stafford Loans subject to a cap of 8.25 percent.  Consolidation Loans for which the application is received on or after October 1, 1998 bear interest at a fixed rate equal to the lesser of (i) the weighted average interest rate of the loans being consolidated rounded up to the nearest one-eighth of one percent or (ii) 8.25 percent.

The 1998 reauthorization maintained interest rates for borrowers of Federal Direct Consolidation Loans whose applications were received prior to February 1, 1999 at 7.46 percent, which rates are adjusted annually based on a formula equal to the 91-day Treasury bill rate plus 2.3 percent.  The borrower interest rates on Federal Direct Consolidation Loans for borrowers whose applications were received on or after February 1, 1999 and before July 1, 2006 is a fixed rate equal to the lesser of the weighted average of the interest rates of the loans consolidated, adjusted up to the nearest one-eighth of one percent, and 8.25 percent.  This is the same rate that the 1998 legislation set on FFELP Consolidation Loans for borrowers whose applications are received on or after October 1, 1998 and before July 1, 2006.  The 1998 legislation, as modified by the 1999 act and in 2002, set the special all owance payment rate for FFELP Consolidation Loans at the three-month commercial paper rate plus 2.64 percent for loans disbursed on or after January 1, 2000 and before July 1, 2006.  Lenders of FFELP Consolidation Loans pay a reinsurance fee to the U.S. Department of Education.  All other guarantee fees may be passed on to the borrower.

Interest on Consolidation Loans accrues and, for applications received before January 1, 1993, is paid without interest subsidy by the Department.  For Consolidation Loans for which applications were received between January 1, 1993 and August 10, 1993, all interest of the borrower is paid during all deferment periods.  Consolidation Loans for which applications were received on or after August 10, 1993 are subsidized only if all of the underlying loans being consolidated were Subsidized Stafford Loans.  In the case of Consolidation Loans made on or after November 13, 1997, the portion of a Consolidation Loan that is comprised of Subsidized Stafford Loans retains subsidy benefits during deferment periods.

No insurance premium or origination fee is charged to a borrower or a lender in connection with a Consolidation Loan.  However, FFELP lenders must pay a monthly rebate fee to the Department at an annualized rate of 1.05 percent on principal of and interest on Consolidation Loans disbursed on or after October 1, 1993, or at an annualized rate of 0.62 percent for Consolidation Loan applications received between October 1, 1998 and January 31, 1999.  The rate for special allowance payments for Consolidation Loans is determined in the same manner as for other FFELP student loans.

A borrower must begin to repay his Consolidation Loan within 60 days after his underlying loans have been paid off and consolidated.  For applications received on or after January 1, 1993, besides the standard schedule, repayment options include graduated and income-sensitive repayment plans.  In addition, a borrower who obtained their first FFELP loan on or after October 7, 1998 and has an accumulated FFELP loan balance of more than $30,000 is also eligible for the extended repayment plan.  Loans are repaid over periods determined by the sum of the Consolidation Loan and the amount of the borrower’s other eligible FFELP student loans outstanding.  The maximum repayment term is 30 years for indebtedness of $60,000 or more.

Repayment Schedules

Since 1992, lenders of Consolidation Loans have been required to establish graduated or income-sensitive repayment schedules and lenders of Stafford and SLS Loans have been required to offer borrowers the option of repaying in accordance with graduated or income-sensitive repayment schedules.  An issuing entity may implement graduated repayment schedules and income-sensitive repayment schedules.  Use of income-sensitive repayments schedules may extend the ten-year maximum term for up to five years.  In addition, if the repayment schedule on a loan that has been converted to a variable interest rate does not provide for adjustments to the amount of the monthly installment payments, the ten-year maximum term may be extended for up to three years.  The College Cost Reduction and Access Act provides that a borrower may select an income-based repayment schedule with loan payments limited to 15% of his or her disc retionary income, or 15% of the amount by which the borrower’s adjusted gross income exceeds 150% of the poverty line, divided by 12.  The Secretary will pay any interest not paid by the borrower on subsidized loans for up to three years from the date the income-based repayment plan begins.  After 25 years of successful payments under an income-based repayment schedule, unpaid interest and principal is forgiven, upon which a loan forgiveness claim would be filed with the related guarantor.

Guarantee Agencies under FFELP

Under FFELP, guaranty agencies guarantee loans made by eligible lending institutions.  FFELP student loans are guaranteed for 100% of principal and accrued interest against death, disability, discharge in bankruptcy or the crime of identity theft.  The guarantor also pays 100% of the unpaid principal and accrued interest on PLUS Loans, where the student on whose behalf the loan was borrowed dies.  Guarantee agencies also guarantee lenders against default.  For loans that were made before October 1, 1993, lenders are insured for 100% of the principal and unpaid accrued interest.  For loans that are made after October 1, 1993, but prior to July 1, 2006, lenders are insured at 98% of principal and accrued interest.  For loans that are made on or after July 1, 2006 and prior to October 1, 2012, the lenders will be insured at 97% of principal and accrued interest.  For loans disbursed on or after October 1, 2012, lenders will be insured against default at 95% of principal and accrued interest.

The Secretary of Education reinsures guarantors for amounts paid to lenders on loans that are discharged or defaulted.  The reimbursement rate on discharged loans is for 100% of the amount paid to the holder.  The reimbursement rate for defaulted loans decreases as a guarantor’s default rate increases.  The first trigger for a lower reinsurance rate is when the amount of defaulted loan reimbursements exceeds 5% of the amount of all loans guaranteed by the agency in repayment status at the beginning of the federal fiscal year.  The second trigger is when the amount of defaults exceeds 9% of the loans in repayment.  Guarantee agency reinsurance rates are presented in the table below.

Claims Paid Date	Maximum	5% Trigger	9% Trigger
Before October 1, 1993	100%	90%	80%
October 1, 1993 – September 30, 1998	98%	88%	78%
On or after October 1, 1998	95%	85%	75%

After the Secretary reimburses a guarantor for a default claim, the guarantor attempts to seek repayment of the loan from the borrower.  However, the Secretary requires that the defaulted guaranteed loans be assigned to the U.S. Department of Education when the guarantor is not successful.  A guarantor also refers defaulted guaranteed loans to the Secretary to “offset” any federal income tax refunds or other federal reimbursement that may be due the borrowers.  Some states have similar offset programs.

To be eligible for federal reinsurance, guaranteed loans must be made by an eligible lender and meet the requirements of the Higher Education Act and the regulations issued thereunder.  Generally, these regulations require that lenders determine whether the applicant is an eligible borrower attending an eligible institution, explain to borrowers their responsibilities under the loan, ensure that the promissory notes evidencing the loan are executed by the borrower, and disburse the loan proceeds as required.  After the loan is made, the lender must establish repayment terms with the borrower, properly administer deferments and forbearances and credit the borrower’s account for payments made.  If a borrower becomes delinquent in repaying a loan, a lender must perform collection activities that are defined by the Higher Education Act.  The collection process consists of telephone calls, collection letters , a final demand letter, skip-tracing (when applicable), and requesting default aversion assistance from the guarantor.

A lender must submit a default claim to the guarantor after the related FFELP student loan has been delinquent for at least 270 days.  The guarantor must review and pay the claim within 90 days of receipt of the lender’s claim request.  The guarantor will pay the lender interest accrued on the loan for up to 450 days of delinquency.  Subsequently, the guarantor must file a reimbursement claim with the Secretary of Education.

FFELP Student Loan Discharges

FFELP student loans are not generally dischargeable in bankruptcy.  Under the United States Bankruptcy Code, before a FFELP student loan may be discharged, the borrower must demonstrate that repaying it would cause the borrower or his family undue hardship.  When a FFELP borrower files for bankruptcy, collection of the loan is suspended during the time of the proceeding.  If the borrower files under the “wage earner” provisions of the Bankruptcy Code or files a petition for discharge on the grounds of undue hardship, then the lender transfers the loan to the guaranty agency which then participates in the bankruptcy proceeding.

When the proceeding is complete, unless there was a finding of undue hardship, the loan is transferred back to the lender and collection resumes.

FFELP student loans are eligible for discharge if the borrower dies or becomes totally and permanently disabled.  A physician must certify the borrower’s condition in order to be eligible for discharge due to disability.  This discharge is conditional for the first three years; if a borrower recovers sufficiently during that period to earn a reasonable income, the borrower must resume repayment.  Effective January 29, 2007, discharge eligibility was extended to survivors of eligible public servants and certain other eligible victims of the September 11, 2001 terrorist attacks on the United States.

If a school closes while a student is enrolled, or within 90 days after the student withdrew, loans made for that enrollment period are eligible to be discharged.  Also, if a school falsely certifies that a borrower is eligible for the loan, the loan may be discharged.  Moreover, if a school fails to make a refund to which a student is entitled, the loan is discharged to the extent of the unpaid refund.  Effective July 1, 2006, a loan is also eligible for discharge if it is determined that the borrower’s eligibility for the loan was falsely certified as a result of a crime of identity theft.

Rehabilitation of Defaulted Loans

The Secretary of Education is authorized to enter into agreements with the guarantor under which the guarantor may sell defaulted loans that are eligible for rehabilitation to an eligible lender.  For a loan to be eligible for rehabilitation, the borrower must make nine on-time, full monthly payments to the guarantor during a period of 10 consecutive months.  Payments must be made voluntarily by the borrower and must be equal to or greater than the amount determined to be reasonable and affordable.  Upon rehabilitation, a loan is eligible for all the benefits under the Higher Education Act for which it would have been eligible had no default occurred and the negative credit record is expunged.  No FFELP student loan may be rehabilitated more than once.

Guarantor Funding

In addition to providing the primary guarantee on FFELP student loans, guaranty agencies are charged, under the Higher Education Act, with responsibility for maintaining records on all loans on which they have issued a guarantee (“account maintenance”), assisting lenders to prevent default by delinquent borrowers (“default aversion”), post-default loan administration and collections and program awareness and oversight.  These activities are funded by revenues from the following statutorily prescribed sources plus earnings on investments.

Source	Basis
Insurance Premium	Up to 1% of the principal amount guaranteed, withheld from the proceeds of each loan disbursement
Loan Processing and Origination Fee	0.40% of the principal amount guaranteed, paid by the U.S. Department of Education
Account Maintenance Fee	0.10% of the original principal amount of loans outstanding, paid by the U.S. Department of Education
Default Aversion Fee	1% of the outstanding amount of loans that were reported delinquent but did not default within 300 days thereafter, paid by transfers out of the Student Loan Reserve Fund
Collection Retention Fee	16% of the amount collected on loans on which reinsurance has been paid (10% of the amount collected for a defaulted loan that is purchased by a lender for rehabilitation or consolidation), withheld from gross receipts

The Act requires guaranty agencies to establish two funds:  a Student Loan Reserve Fund and an Agency Operating Fund.  The Student Loan Reserve Fund contains the reinsurance payments received from the Department, Insurance Premiums and the Collection Retention Fee.  The fund is federal property and its assets may be used only to pay insurance claims and to pay Default Aversion Fees.  The Agency Operating Fund is the guarantor’s property and is not subject to strict limitations on its use.

U.S. Department of Education Oversight

The Secretary of Education has oversight authority over guarantors.  If the U.S. Department of Education determines that a guarantor is unable to meet its insurance obligations, the holders of loans guaranteed by that guarantor may submit claims directly to the Department.  The Department is required to pay the full guarantee payments due in accordance with guarantee claim processing standards no more stringent than those applied by the terminated guarantor.  However, the Department’s obligation to pay guarantee claims directly in this fashion is contingent upon its making the determination referred to above.

Recent Developments

For each series of notes, the related prospectus supplement will describe any recent developments that are material to your class of notes.

APPENDIX B

GLOBAL CLEARANCE, SETTLEMENT AND
TAX DOCUMENTATION PROCEDURES

Except in some limited circumstances, the notes offered under the related prospectus supplement will be available only in book-entry form as “Global Notes.”  Investors in the Global Notes may hold them through DTC or, if applicable, Clearstream or Euroclear.  The Global Notes are tradable as home market instruments in both the European and U.S. domestic markets.  Initial settlement and all secondary trades (other than with respect to a reset date as described under “Certain Information Regarding the Notes—Book Entry Registration” in this prospectus) will settle in same-day funds.

Secondary market trading between investors holding Global Notes through Clear-stream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice.

Secondary market trading between investors holding Global Notes through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding Global Notes will be effected on a delivery-against-payment basis through the depositaries of Clearstream and Euroclear and as participants in DTC.

Non-U.S. holders of Global Notes will be exempt from U.S. withholding taxes, provided that the holders meet specific requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All U.S. Dollar denominated Global Notes will be held in book-entry form by DTC in the name of Cede & Co., as nominee of DTC.  Investors’ interests in the U.S. Dollar denominated Global Notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC.  As a result, Clearstream and Euroclear will hold positions in the U.S. Dollar denominated Global Notes on behalf of their participants through their respective depositaries, which in turn will hold positions in accounts as participants of DTC.

All non-U.S. Dollar denominated Global Notes will be held in book-entry form by a common depositary for Clearstream and Euroclear in the name of a nominee to be selected by the common depository.  Investors’ interests in the non-U.S. Dollar denominated Global Notes will be represented through financial institutions acting on their behalf as direct and indirect participants in Clearstream or Euroclear.  As a result, DTC will hold positions in the non-U.S. Dollar denominated Global Notes on behalf of its participants through its depositaries, which in turn will hold positions in accounts as participants of Clearstream or Euroclear.

Investors electing to hold their Global Notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations.  Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period.  Global Notes will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchase determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and the depositor’s accounts are located to ensure that settlement can be made on the desired value date.

Trading on a Reset Date.  Secondary market trading on a reset date will be settled as described under “Certain Information Regarding the Notes—Book Entry Registration” in this prospectus.

Trading between DTC participants.  Secondary market trading between DTC participants will be settled using the procedures applicable to U.S. corporate debt issues in same-day funds.

Trading between Clearstream and/or Euroclear participants.  Secondary market trading between Clearstream participants and/or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC seller and Clearstream or Euroclear purchaser.  When Global Notes are to be transferred from the account of a DTC participant to the account of a Clearstream participant or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a participant at least one business day before settlement.  Clearstream or Euroclear will instruct the applicable depositary to receive the Global Notes against payment.  Payment will include interest accrued on the Global Notes from and including the last coupon payment date to and excluding the settlement date.  Payment will then be made by the respective depositary to the DTC participant’s account against delivery of the Global Notes.

Notes.  After settlement has been completed, the Global Notes will be credited to the applicable clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream participant’s or Euroclear participant’s account.  The Global Notes credit will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the Global Notes will accrue from, the value date, which would be the preceding day when settlement occurred in New York.  If settlement is not completed on the intended value date so that the trade fails, the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream participants and Euroclear participants will need to make available to the clearing systems the funds necessary to process same-day funds settlement.  The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear.  Under this approach, they may take on credit exposure to Clearstream or Euroclear until the Global Notes are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement.  Under this procedure, Clearstream participants or Euroclear participants purchasing Global Notes would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Notes were credited to their accounts.  However, interest on the Global Notes would accrue from the value date.  Therefore, in many cases the investment income on the Global Notes earned during that one-day period may substantially reduce or offset the amount of the overdraft charges, although this result will depend on each participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending Global Notes to the applicable depositary for the benefit of Clearstream participants or Euroclear participants.  The sale proceeds will be available to the DTC seller on the settlement date.  Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading between Clearstream or Euroclear seller and DTC purchaser.  Due to time zone differences in their favor, Clearstream and Euroclear participants may employ their customary procedures for transactions in which Global Notes are to be transferred by the respective clearing system, through the respective depositary, to a DTC participant.  The depositor will send instructions to Clearstream or Euroclear through a participant at least one business day before settlement.  In this case, Clearstream or Euroclear will instruct the applicable depositary to deliver the Global Notes to the DTC participant’s account against payment.  Payment will include interest accrued on the Global Notes from and including the last coupon payment date to and excluding the settlement date.  The payment will then be reflected in the account of the Clearstream participant or Euroclear participant the following day, an d receipt of the cash proceeds in the Clearstream or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York.  Should the Clearstream or Euroclear participant have a line of credit with its clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period.  If settlement is not completed on the intended value date so that the trade fails, receipt of the cash proceeds in the Clearstream or Euroclear participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase Global Notes from DTC Participants for delivery to Clearstream participants or Euroclear participants should note that these trades would automatically fail on the sale side unless affirmative action is taken.  At least three techniques should be readily available to eliminate this potential problem:

·

borrowing through Clearstream or Euroclear for one day until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts, in accordance with the clearing system’s customary procedures;

·

borrowing the Global Notes in the U.S. from a DTC participant no later than one day before settlement, which would give the Global Notes sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or

·

staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day before the value date for the sale to the Clearstream participant or Euroclear participant.

U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

A holder of Global Notes may be subject to U.S. withholding tax (currently at 30%) or U.S. backup withholding tax (currently at 28%), as appropriate, on payments of interest, including original issue discount, on registered debt issued by U.S. persons, unless:

·

each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between the beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements, and

·

that holder takes one of the following steps to obtain an exemption or reduced tax rate:

1.

Exemption for non-U.S. person—Form W-8BEN.  Non-U.S. persons that are beneficial owners can obtain a complete exemption from the withholding tax (or a reduced rate) by furnishing to us a correct, complete and executed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) and satisfying certain conditions.  For further detail, see “Certain U.S. Federal Income Tax Considerations” in this prospectus.  Non-U.S. government-related entities and entities treated as nominees or non-U.S. partnerships for U.S tax purposes have different certification requirements and such entities should consult their U.S. tax advisors.

2.

Exemption for non-U.S. persons with effectively connected income—Form W-8ECI. A non-U.S. person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by furnishing to us a correct, complete and executed Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States).

3.

Exemption for U.S. persons—Form W-9.  U.S. persons can obtain a complete exemption from the withholding tax and backup withholding by furnishing to us a correct, complete and executed Form W-9 (Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure.  The Global Securityholder or his agent files by submitting the appropriate form to the person through which it holds (e.g., a clearing agency).  Form W-8BEN and Form W-8ECI are generally effective from the date the form is signed to the last day of the third succeeding calendar year.  If the information shown on Form W-8BEN or Form W-8ECI changes, a new Form W-8BEN or W-8ECI, as applicable must be filed within 30 days of the change.

For these purposes, a U.S. person is:

·

an individual who is a citizen or a resident of the United States, for U.S. federal income tax purposes;

·

a corporation or partnership (or other entity that is treated as a corporation or partnership for U.S. federal tax purposes) that is created or organized in or under the laws of the United States or any State thereof (including the District of Columbia);

·

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

·

a trust if a court within the United States is able to exercise primary supervision over its administration, and one or more United States persons have the authority to control all of its substantial decisions;

and a non-U.S. person is:

·

a nonresident alien individual for U.S. federal income tax purposes;

·

a foreign corporation for U.S. federal income tax purposes;

·

an estate whose income is not subject to U.S. federal income tax on a net income basis; or

·

a trust if no court within the United States is able to exercise primary jurisdiction over its administration or if United States persons do not have the authority to control all of its substantial decisions.

To the extent provided in Treasury regulations, however, some trusts in existence on August 20, 1996, and treated as U.S. persons before that date, that elect to continue to be treated as U.S. persons, will be U.S. persons and not foreign persons.

This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of the Global Notes.  Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Notes.

PRINCIPAL OFFICES
DEPOSITOR
SLC Student Loan Receivables I, Inc. 750 Washington Boulevard, 9th Floor Stamford, Connecticut  06901
ADMINISTRATOR AND SERVICER
The Student Loan Corporation 750 Washington Boulevard, 9th Floor Stamford, Connecticut  06901
SLC STUDENT LOAN TRUST 20__-__
Citibank, N.A., as Eligible Lender Trustee 388 Greenwich Street, 14th Floor New York, New York  10013	__________, as Indenture Trustee __________ __________				Citibank, N.A., as Indenture Administrator 388 Greenwich Street, 14th Floor New York, New York  10013
__________, as Owner Trustee __________ __________			Citibank, N.A., as Note Registrar 111 Wall Street, 15th Floor Window New York, New York  10005
[IRISH PAYING AGENT]
__________ __________ __________
[IRISH LISTING AGENT]
__________ __________ __________
LEGAL ADVISORS TO THE DEPOSITOR, THE ISSUING ENTITY, THE ADMINISTRATOR AND THE SERVICER
Bingham McCutchen LLP One Battery Park Plaza New York, New York  10004
__________ __________ __________
LEGAL ADVISORS TO UNDERWRITERS
Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York  10038
		UNDERWRITERS
		__________ __________ __________
__________ __________ __________		__________ __________ __________		__________ __________ __________

$__________

Student Loan Asset-Backed Notes

SLC Student Loan Trust 20__-__
Issuing Entity

SLC Student Loan Receivables I, Inc.
Depositor

The Student Loan Corporation
Sponsor, Seller, Servicer and Administrator

PROSPECTUS SUPPLEMENT

	__________
	Lead Manager
__________	__________	__________
	Co-Managers

__________, 20__

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus.  We have not authorized anyone to provide you with different information.

We are not offering notes in any state or other jurisdiction where the offer is not permitted.

We represent the accuracy of the information in this prospectus supplement and prospectus only as of the dates of their respective covers.

Until 90 days after the date of this prospectus supplement, all dealers that effect transactions in the notes, whether or not participating in this offering, may be required to deliver a prospectus supplement and prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus supplement and prospectus when acting as an underwriter and with respect to its unsold allotment or subscription.

SUBJECT TO COMPLETION, DATED __________, 20__

The information in this prospectus supplement is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus supplement is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus Supplement to Prospectus dated __________, 20__

$__________

Student Loan Asset-Backed Notes

SLC Private Student Loan Trust 20__-__
Issuing Entity

SLC Student Loan Receivables I, Inc.
Depositor

The Student Loan Corporation
Sponsor, Seller, Servicer and Administrator

On or about __________, 20__, the issuing entity will issue the following class of notes:

Class	Original Principal Amount	Interest Rate	Maturity	Initial Public Offering Price	Underwriting Discount	Proceeds to The Depositor
A Notes	$__________	3-month LIBOR plus ____%	__________, 20__	100%	____%	____%

The issuing entity will make payments primarily from collections on a pool of student loans which had an aggregate principal balance, including accrued interest to be capitalized, of approximately $__________ as of __________, 20__.  The student loans are education loans to students and parents of students that are not guaranteed or reinsured under the Federal Family Education Loan Program (also known as “FFELP”) or any other federal student aid programs.  Interest and principal will be paid to the applicable noteholders quarterly on the __ of each ________, ________, ________ and ________, beginning in ________ 20__.  Initial credit enhancement for the notes will consist of excess interest on the trust student loans, cash on deposit in a reserve account and, until the distribution date in ________ 20__, the capitalized interest account.  The notes are LIBOR-base d notes.  A description of how LIBOR is determined appears under “Description of the Notes—Determination of LIBOR” in this prospectus supplement.

We are offering the notes through the underwriters at the prices shown above.  We are not offering the notes in any state or other jurisdiction where the offer is prohibited.  [Application will be made to The Irish Stock Exchange Limited for the notes to be admitted to the Official List and to begin trading on its regulated market.  There can be no assurance that such a listing will be obtained.  The issuance and settlement of the notes is not conditioned on the listing of the notes on The Irish Stock Exchange Limited.]

We expect the proceeds to the depositor from the sale of the notes to be $__________, before deducting expenses payable by the depositor estimated to be $__________.

You should consider carefully the risk factors beginning on page S-10 of this prospectus supplement and on page 18 of the accompanying base prospectus.  The notes are asset-backed securities and are obligations of the issuing entity, which is a trust.  They are not obligations of or interests in The Student Loan Corporation, the depositor or any of their affiliates.  The notes are not guaranteed or insured by the United States or any governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined whether this prospectus supplement or the accompanying base prospectus is accurate or complete.  Any contrary representation is a criminal offense.

	__________
	Lead Manager
__________	__________	__________
	Co-Managers

__________, 20__

TABLE OF CONTENTS

SUMMARY OF PARTIES TO THE TRANSACTION

iii

PAYMENT FLOWS AND DELIVERIES

iv

SUMMARY

S-1

RISK FACTORS

S-10

DEFINED TERMS

S-12

FORMATION OF THE ISSUING ENTITY

S-12

The Issuing Entity

S-12

ADDITIONAL INFORMATION CONCERNING OTHER PRINCIPAL PARTIES

S-13

Owner Trustee

S-13

Indenture Trustee

S-14

Sub-servicer

S-14

THE SELLER

S-15

THE STUDENT LOAN CORPORATION MANAGED PRIVATE STUDENT LOANS ⁽¹⁾ LOAN LOSS
EXPERIENCE (DOLLARS IN THOUSANDS, EXCEPT AS NOTED) (UNAUDITED)

S-15

USE OF PROCEEDS

S-16

THE TRUST STUDENT LOAN POOL

S-16

General

S-16

Eligible Trust Student Loans

S-16

Characteristics of the Trust Student Loans

S-17

Cure Period for Trust Student Loans

S-27

DESCRIPTION OF THE NOTES

S-28

General

S-28

The Notes

S-28

Determination of LIBOR

S-29

Notice of Interest Rates

S-29

Additional Information Concerning Accounts and Eligible Investments

S-29

Servicing Compensation

S-30

Additional Information Concerning Servicing Procedures

S-30

Additional Information Concerning Payments on Student Loans

S-30

Additional Information Concerning Servicer Covenants

S-30

Distributions

S-31

Distributions Following an Event of Default and Acceleration of the Maturity of the Notes

S-32

Voting Rights and Remedies

S-32

Credit Enhancement

S-32

Issuing Entity Fees and Expenses

S-34

Determination of Indices

S-35

Optional Purchase

S-35

Auction of Trust Assets

S-35

STATIC POOLS

S-36

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES
OF THE NOTES

S-37

[SWAP AGREEMENT]

S-37

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-38

Other Taxes

S-38

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

S-38

CERTAIN ERISA CONSIDERATIONS

S-39

General

S-39

Purchases of the Notes

S-39

REPORTS TO NOTEHOLDERS

S-40

UNDERWRITING

S-40

LISTING AND GENERAL INFORMATION

S-42

LEGAL PROCEEDINGS

S-43

RATINGS OF THE NOTES

S-43

LEGAL MATTERS

S-43

GLOSSARY FOR PROSPECTUS SUPPLEMENT

S-44

EXHIBIT I: PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED
MATURITIES OF THE NOTES

I-1

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING BASE PROSPECTUS

We provide information to you about the notes in two separate sections of this document that provide progressively more detailed information.  These two sections are:

·

the accompanying base prospectus, which begins after the end of this prospectus supplement and provides general information, some of which may not apply to your notes; and

·

this prospectus supplement, which describes the specific terms of the notes.

We have not authorized anyone to provide you with different information.  We sometimes refer to the base prospectus as the accompanying base prospectus.  You should read both this prospectus supplement and the accompanying base prospectus to understand the notes.

For your convenience, we include cross-references in this prospectus supplement and in the accompanying base prospectus to captions in these materials where you can find related information.  The Table of Contents on page i of this prospectus supplement and on pages 3 and 4 of the accompanying base prospectus provide the pages on which you can find these captions.

Affiliates of the issuing entity may enter into market-making transactions in the notes and may act as principal or agent in any of these transactions.  Any such purchases or sales will be made at prices related to prevailing market prices at the time of sale.

NOTICE TO INVESTORS

Certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items.  These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results.  Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control.  Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

[The notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.]

[IRISH STOCK EXCHANGE INFORMATION]

[In connection with the proposed listing of the notes on the Official List of The Irish Stock Exchange Limited, the depositor accepts responsibility for the information contained in this prospectus supplement and the accompanying base prospectus.  To the best of the depositor’s knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this prospectus supplement and the accompanying base prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Reference in this prospectus supplement and the accompanying base prospectus to any website addresses set forth in this prospectus supplement and the accompanying base prospectus will not be deemed to constitute a part of this prospectus supplement and the accompanying base prospectus filed with the Irish Stock Exchange Limited in connection with the listing of the notes.]

SUMMARY OF PARTIES TO THE TRANSACTION

This chart provides only a simplified overview of the relations between the principal parties to the transaction.  Refer to this prospectus supplement for a further description.

Affiliations, Certain Relationships and Related Transactions

·

The depositor, SLC Student Loan Receivables I, Inc., is a wholly-owned, special-purpose subsidiary of the sponsor, The Student Loan Corporation (which we sometimes refer to as “SLC”);

·

SLC is also the seller, servicer and administrator.  SLC is an 80% owned subsidiary of Citibank, N.A., which is the indenture administrator and paying agent;

·

Citibank, N.A. is an affiliate of the sub-servicer, Citibank (South Dakota), National Association; and

·

The sub-servicer is an affiliate of the sponsor and the depositor.

There are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary 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 material to noteholders other than as described in this prospectus supplement and the accompanying base prospectus between or among the sponsor and the issuing entity and any other principal party.

PAYMENT FLOWS AND DELIVERIES

SUMMARY

This summary highlights selected information about the notes.  It does not contain all of the information that you might find important in making your investment decision.  It provides only an overview to aid your understanding and is qualified by the full description of the information contained in this prospectus supplement and the accompanying base prospectus.  You should read the full description of this information appearing elsewhere in this prospectus supplement and in the accompanying base prospectus to understand all of the terms of the offering of the notes.

Principal Parties

Issuing Entity

SLC Private Student Loan Trust 20__-__, a special-purpose Delaware statutory trust created under a trust agreement dated as of __________, 20__.  We sometimes refer to the issuing entity as the “trust” in this prospectus supplement. See “Formation of the Issuing Entity—The Issuing Entity” in this prospectus supplement.

Depositor

SLC Student Loan Receivables I, Inc.  The depositor will sell the trust student loans to the issuing entity and will make representations and warranties to the issuing entity concerning the trust student loans.  See “The Student Loan Corporation, the Depositor, the Sub-Servicer and the Sub-Administrator—The Depositor” and “Transfer Agreements” in the accompanying base prospectus.

Sponsor, Seller, Servicer

and Administrator

The Student Loan Corporation.  SLC will sell the trust student loans to the depositor and will make representations and warranties to the depositor concerning the trust student loans.   See “Transfer Agreements” in the accompanying base prospectus and “The Seller” in this prospectus supplement.  SLC will also act as (i) servicer under the servicing agreement, responsible for servicing, maintaining custody of and making collections on the trust student loans, and (ii) administrator of the issuing entity pursuant to an administration agreement.  See “Servicing and Administration” in the accompanying base prospectus.

Sub-servicer

Citibank (South Dakota), National Association, or “Citibank SD.”  SLC will delegate some of its servicing obligations under the servicing agreement to Citibank SD pursuant to a subservicing agreement.  SLC will compensate the sub-servicer out of its own funds.  See “Additional Information Concerning Other Principal Parties—Sub-servicer” in this prospectus supplement.  

Indenture Trustee

__________.  The issuing entity will issue the notes under an indenture to be dated as of the closing date.  Under the indenture, __________ will act as indenture trustee.  See “Additional Information Concerning Other Principal Parties—Indenture Trustee” in this prospectus supplement.

Indenture Administrator and

Paying Agent

Citibank, N.A., or “Citibank.”  Citibank will act as indenture administrator and paying agent under the indenture.

Owner Trustee

__________.  __________ will be the owner trustee under the trust agreement.  The trust certificateholder, under the trust agreement, has the right to direct the owner trustee to exercise the rights and interests of the trust certificateholder.  See “Additional Information Concerning Other Principal Parties—Owner Trustee” in this prospectus supplement.

The Notes

The issuing entity will issue the following class of notes:

Class	Original Principal Amount
A Notes	$__________

We sometimes refer to the class A notes as the notes.

Dates

Closing Date.  The closing date for this offering is anticipated to be on or about __________, 20__.

Statistical Cutoff Date.  The information about the trust student loans in this prospectus supplement is calculated and presented as of __________, 20__.  We refer to this date as the statistical cutoff date.

Cutoff Date.  The cutoff date for the pool of trust student loans will be __________, 20__.  The issuing entity will be entitled to receive all collections and proceeds on the trust student loans on and after the cutoff date.

Distribution Date.  A distribution date for the notes is the __ of ________, ________, ________ and ________ beginning in ________ 20__.  If any such date is not a business day, the distribution date will be the next business day.

Record Date.  Interest and principal will be payable to holders of record as of the close of business on the record date, which is the business day before the related distribution date.

Information About the Notes

The notes are debt obligations of the issuing entity only.  The notes will receive payments primarily from collections on the pool of trust student loans acquired by the issuing entity on the closing date.

Interest Payments.  The notes are LIBOR-based notes.  Interest will accrue on the outstanding principal amounts of the notes during each accrual period and will be paid on the related distribution date.  Each accrual period for the notes begins on a distribution date and ends on the day before the next distribution date.  The first accrual period for the notes, however, will begin on the closing date and end on the day before the first distribution date.

Interest Rates.  Except for the first accrual period, the notes will bear interest at a rate equal to three-month LIBOR plus ____%.

See “Description of the Notes—The Notes—Distributions of Interest” in this prospectus supplement for a description of how LIBOR will be determined for the first accrual period.

The administrator will determine LIBOR as specified under “Description of the Notes—Determination of LIBOR” in this prospectus supplement and “Certain Information Regarding the Notes—The Reset Rate Notes—LIBOR” in the accompanying base prospectus.  The administrator will calculate interest on the notes based on the actual number of days elapsed in each accrual period divided by 360.

Principal Payments.  Principal will be payable on each distribution date in an amount equal to the principal distribution amount for that distribution date.

The principal distribution amount with respect to any distribution date is an amount equal to the excess, if any, of (a) the principal amount of the notes immediately prior to such distribution date, over (b) the difference between (i) the adjusted pool balance (which takes into account the pool balance, the amount on deposit in the capitalized interest account and, in certain circumstances, the specified reserve account balance) as of the last day of the related collection period, and (ii) the specified overcollateralization amount for such distribution date.

However, for any distribution date following the occurrence of an event of default for breach of representation or warranty or default in the performance of covenants or agreements of the issuing entity and the subsequent acceleration of the maturity of the notes in accordance with the terms of the indenture, the principal distribution amount will be equal to the outstanding principal amount of the notes.  Notwithstanding the foregoing, on the stated maturity date of the notes, the principal distribution amount will be the amount needed to reduce the outstanding principal amount of the notes to zero.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of principal payments. See also “Description of the Notes—Distributions Following an Event of Default and Acceleration of the Maturity of the Notes” in this prospectus supplement for a description of the cash flows on each distribution date following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity.

Maturity Date.  The notes will mature no later than __________, 20__.

Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes.  The projected weighted average life, expected maturity date and percentage of remaining principal amount of the notes under various assumed prepayment scenarios may be found under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” included as Exhibit I attached to this prospectus supplement.

Losses and Shortfalls.  If and to the extent that any losses in collections on the trust student loans are not covered or offset by credit enhancement, those losses will not be allocated to write down the principal amount of the notes.  Instead, the amount available to make payments on the notes will be reduced to the extent such losses result in shortfalls in the amount available to make distributions of interest and principal.  To the extent that any shortfalls in cash flows result in losses that exceed the available credit enhancement, holders of the notes will not receive their entire principal amount.  See “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement.

Denominations.  The notes will be available for purchase in minimum denominations of $100,000 and additional increments of $1,000.  The notes will be available only in book-entry form through The Depository Trust Company, Clearstream and Euroclear.  You will not receive a certificate representing your notes except in very limited circumstances.

Security for the Notes.  The notes will be secured by the assets of the issuing entity, which consist primarily of the trust student loans.

[Prefunding Period]

[Description of prefunding period - if applicable, each prospectus supplement will provide the information required by Item 1103(a)(5) of Regulation AB with respect to any prefunding period.]

[Revolving Period]

[Description of revolving period - if applicable, each prospectus supplement will provide the information required by Item 1103(a)(5) of Regulation AB with respect to any revolving period and will also include the maximum amount of additional assets that may be acquired during the revolving period pursuant to Item 1111(g)(3) of Regulation AB and the percentage of the pool represented by the amount of additional assets acquired during the revolving period pursuant to Item 1111(g)(4) of Regulation AB.]

[Supplemental Purchase Period]

[If applicable, each prospectus supplement will describe any supplemental purchase period.]

Servicing

If the servicer breaches certain covenants under the servicing agreement regarding trust student loans that will have a materially adverse effect (individually or in the aggregate) on the noteholders, generally it will have to cure the breach, reimburse the issuing entity or purchase or substitute student loans for the affected trust student loans.  See “Servicing and Administration—Servicer Covenants” in the accompanying base prospectus.

Trust Assets

The assets of the issuing entity will include:

·

the trust student loans;

·

collections and other payments on the trust student loans; and

·

funds it will hold from time to time in its trust accounts, including the collection account, the reserve account and the capitalized interest account.

Trust Student Loans.  The trust student loans are private student loans to students and parents of students that are not guaranteed or reinsured under FFELP or any other federal student loan program.

The trust student loans had an aggregate principal balance, including accrued interest to be capitalized, of approximately $__________ as of the statistical cutoff date.  The pool balance is expected to be approximately equal to that amount as of the closing date.  The sum of the initial pool balance, the initial deposit into the reserve account and the initial deposit into the capitalized interest account is expected to be approximately ____% of the principal amount of the notes as of the closing date.  The initial pool balance is expected to be approximately ____% of the principal amount of the notes as of the closing date.

As of the statistical cutoff date, the weighted average annual borrower stated interest rate of the trust student loans was approximately ____% and their weighted average remaining term to scheduled maturity was approximately ____ months.

SLC originated or acquired the trust student loans in the ordinary course of its student loan financing business.  The depositor will acquire the trust student loans from SLC on or prior to the closing date.

The trust student loans have been selected from the private student loans owned by SLC based on the criteria established by the depositor, as described in this prospectus supplement and the accompanying base prospectus.

Collection Account.  The indenture administrator will establish and maintain the collection account as an asset of the issuing entity in the name of the indenture trustee.  All collections on the trust student loans will be deposited into the collection account, as described in this prospectus supplement and the accompanying base prospectus.  The depositor will make a deposit on the closing date into the collection account in the amount of the excess, if any, of the pool balance as of the statistical cutoff date over the pool balance as of the closing date.

A collection period is the three-month period ending on the last day of ________, ________, ________ or ________, in each case for the distribution date in the following month.  However, the first collection period will be the period from the cutoff date through __________, 20__.

Excess Interest. Excess interest (as part of all interest collections) will be collected and deposited into the collection account and will become part of the available funds. There can be no assurance as to the rate, timing or amount, if any, of excess interest.  See “Description of the Notes —Credit Enhancement—Excess Interest” in this prospectus supplement.

Overcollateralization Amount.  The overcollateralization amount represents the amount by which the adjusted pool balance (which takes into account the pool balance, the amount on deposit in the capitalized interest account and, in certain circumstances, the specified reserve account balance) exceeds the outstanding principal amount of the notes.  On the closing date, the overcollateralization amount is expected to equal approximately ____% of the adjusted pool balance.  The application of available funds described below under “—Distributions” and “Description of the Notes—Distributions—Distributions from the Collection Account” is designed to build the overcollateralization amount to, and maintain it at, the specified overcollateralization amount, or ____% of the adjusted pool balance as of the last day of the related collection period.  See “De scription of the Notes—Credit Enhancement—Overcollateralization Amount” in this prospectus supplement.

Reserve Account.  The indenture administrator will establish and maintain the reserve account as an asset of the issuing entity in the name of the indenture trustee.  The depositor will make a cash deposit into the reserve account on the closing date.  The initial deposit will equal $__________.  Funds in the reserve account may be replenished, in accordance with the priority of payments, on each distribution date by additional funds available after all prior required distributions have been made.  See “Description of the Notes—Distributions” in this prospectus supplement.

Amounts remaining in the reserve account on any distribution date in excess of the specified reserve account balance, after the payments described below, will be deposited into the collection account for distribution on that distribution date.

The specified reserve account balance is the amount required to be maintained in the reserve account.  The specified reserve account balance for any distribution date will be equal to the greater of:

·

____% of the pool balance as of the end of the related collection period; or

·

$__________.

The specified reserve account balance will be subject to adjustment as described in this prospectus supplement.  In no event will it exceed the outstanding principal amount of the notes.

The reserve account will be available on each distribution date to cover any shortfalls in payments of the primary servicing fee and the interest distribution amount.

In addition, the reserve account will be available:

·

on the maturity date for the notes and upon termination of the issuing entity, to cover shortfalls in payments of the noteholders’ principal and accrued interest; and

·

to pay the servicer any carryover servicing fee.

The reserve account enhances the likelihood of payment to noteholders.  In certain circumstances, however, the reserve account could be depleted.  This depletion could result in shortfalls in distributions to noteholders.

If the amount on deposit in the reserve account on any distribution date is sufficient, when taken together with amounts on deposit in the collection account, to pay the remaining principal amount of the notes and the interest accrued on the notes and any unpaid primary servicing fees and administration fees and expenses, amounts on deposit in the reserve account will be so applied on that distribution date.  See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement.

Capitalized Interest Account.  The indenture administrator will establish and maintain the capitalized interest account as an asset of the issuing entity in the name of the indenture trustee.  The depositor will make an initial cash deposit into the capitalized interest account on the closing date.  The initial deposit will equal $__________.

On or prior to the ________ 20__ distribution date, funds in the capitalized interest account will be available to cover shortfalls in payments of interest due to the noteholders after application of funds available in the collection account at the end of the related collection period but before application of the reserve account.  Funds in the capitalized interest account will not be replenished.  Funds on deposit in the capitalized interest account on the distribution dates listed in the table below in excess of the corresponding account balance will be transferred to the collection account and included in available funds on that distribution date.

Distribution Date	Account Balance
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________

All remaining funds on deposit in the capitalized interest account on the ________ 20__ distribution date will be transferred to the collection account and included in available funds on that distribution date.

The capitalized interest account further enhances the likelihood of timely interest payments to noteholders through the ________ 20__ distribution date.  Because it will not be replenished, in certain circumstances the capitalized interest account could be depleted.  This depletion could result in shortfalls in interest distributions to noteholders.

Distributions

The administrator will instruct the indenture administrator to withdraw funds on deposit in the collection account and, to the extent required, the reserve account and the capitalized interest account.  These funds will be applied monthly to the payment of the primary servicing fee and on each applicable distribution date, first to pay or reimburse each of the indenture administrator, the administrator, the indenture trustee, the paying agent and the owner trustee for all amounts due to each such party under the relevant transaction documents for the related distribution date (these amounts payable to the indenture administrator, the administrator, the indenture trustee, the paying agent and the owner trustee not to exceed $__________ per annum in the aggregate at all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issui ng entity), and then generally as shown in the chart on the following page.  See “Description of the Notes—Distributions” in this prospectus supplement.

Representations and Warranties Concerning the Trust Student Loans

If the depositor breaches a representation under the sale agreement regarding a trust student loan, generally the depositor will have to cure the breach, repurchase or replace that trust student loan or reimburse the issuing entity for losses resulting from the breach.  See “Transfer Agreements—Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor” in the accompanying base prospectus.

SLC will have similar obligations under the purchase agreement.  See “Transfer Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the accompanying base prospectus.

Compensation of the Servicer

The servicer will be entitled to receive two separate fees:  a primary servicing fee and a carryover servicing fee.

The primary servicing fee for any month is equal to the lesser of the product of $____ and the number of borrowers as of the first day of the preceding month and 1/12^th of an amount equal to ____% of the outstanding principal amount of the trust student loans as of the last day of the preceding calendar month.

The primary servicing fee will be payable in arrears solely out of available funds and amounts on deposit in the reserve account on the __ of each month, or if the __ is not a business day, then on the next business day, beginning in ________ 20__.  Fees will include primary servicing fees from any prior monthly servicing payment dates that remain unpaid.

The carryover servicing fee is the sum of:

·

the amount of specified increases in the costs incurred by the servicer;

·

the amount of specified conversion, transfer and removal fees;

·

any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

·

interest on any unpaid amounts.

The carryover servicing fee will be payable to the servicer on each distribution date out of available funds in the order and priority described above.

See “Description of the Notes —Distributions” and “Description of the Notes—Servicing Compensation” in this prospectus supplement.

Compensation of the Administrator

As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator will be entitled to an administration fee in an amount equal to $__________ per collection period payable proportionately in arrears on each distribution date.

Optional Purchase or Auction of Trust Assets

Optional Purchase.  The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date on or after the first distribution date when the pool balance is 10% or less of the initial pool balance.  The exercise of this purchase option will result in the early retirement of the remaining notes.  The purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining trust student loans as of the end of the related collection period, but will not be less than a prescribed minimum purchase amount and not more than a prescribed maximum purchase amount.  See “Description of the Notes—Optional Purchase” in this prospectus supplement.

Auction of Trust Assets.  If the servicer does not purchase or arrange for the purchase of all remaining trust student loans on the first distribution date after the date on which the pool balance is 10% or less of the initial pool balance, the indenture administrator will engage (at the expense of the issuing entity) a third-party financial advisor, which may be an affiliate of SLC and which may include an underwriter of the securities or the administrator, to try to auction any trust student loans remaining in the issuing entity.  The servicer and affiliates of the servicer may make bids to purchase these trust student loans on the trust auction date.  See “Description of the Notes—Auction of Trust Assets” in this prospectus supplement.

[Interest Rate Swap Agreement]

[Each prospectus supplement will (a) provide the information required by Item 1115(a) with respect to each external swap counterparty and swap agreement, and (b) provide information required under Item 1115(b) for each swap counterparty that provides swap agreements with a significance percentage of 10% or more.  The information contained in this form of prospectus supplement is illustrative.]

[Credit Enhancement Providers]

[Each prospectus supplement will identify any credit enhancement providers referenced under Item 1114 of Regulation AB pursuant to Item 1103(a)(3)(ix) of Regulation AB.]

Trust Certificateholder

Under the sale agreement between the issuing entity and the depositor, the issuing entity will issue a trust certificate to the depositor.  This trust certificate will represent the beneficial ownership of the residual interest in the issuing entity.  Under the purchase agreement between the depositor and SLC, the depositor will transfer a trust certificate to SLC as part of the consideration for the sale of the trust student loans being sold to the depositor by SLC under the related purchase agreement.

We describe the trust certificate because it is relevant to understanding the notes.  Any description of the trust certificate in this prospectus supplement is for informational purposes only.  The trust certificate will not bear interest and will not have a principal amount.

In general, distributions on the trust certificate will be made only after all of the notes have received all amounts due on a distribution date.  See “Description of the Notes—Distributions” and “Description of the Notes—Principal Distributions” in this prospectus supplement.

Certain U.S. Federal Income Tax Considerations

Bingham McCutchen LLP will deliver an opinion that, for federal income tax purposes, the notes will be treated as indebtedness, as described under “Certain U.S. Federal Income Tax Considerations” in this prospectus supplement and in the accompanying base prospectus.  

Certain ERISA Considerations

The notes should be treated as debt for purposes of ERISA, and are eligible for purchase by or on behalf of employee benefit plans, individual retirement accounts, Keogh Plans and similar retirement arrangements, subject to the considerations discussed under “Certain ERISA Considerations” in the accompanying base prospectus, but only if an exemption from the prohibited transaction rules applies.  Each fiduciary of a plan who purchases any note will be deemed to represent that such an exemption exists and applies to the purchase and holding of the notes by or for the plan.

See “Certain ERISA Considerations” in this prospectus supplement and in the accompanying base prospectus for additional information concerning the application of ERISA.

Ratings of the Notes

The notes are required to be rated ____ by Moody’s, ____ by S&P and ____ by Fitch on the closing date.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.  See “Ratings of the Notes” in this prospectus supplement.

[Listing Information]

[Application will be made to The Irish Stock Exchange Limited for the notes to be admitted to the Official List and to trading on its regulated market.  There can be no assurance that such a listing will be obtained. You may consult with the Irish listing agent to determine their status. You can contact the listing agent at __________.]

[Irish Listing Agent and Paying Agent]

[__________ will act as the Irish listing agent and __________ will act as the paying agent in Ireland for the notes.  The depositor will at all times maintain an Irish paying agent with a specific office in Dublin, Ireland.  The Irish paying agent will make no representations as to the validity or sufficiency of the notes, the trust student loans, this prospectus supplement, the accompanying base prospectus or other related documents.]

Identification Numbers

The notes will have the following CUSIP Number and International Securities Identification Number (ISIN):

Class	CUSIP Number	ISIN
A Notes	__________	__________

Capitalization of the Issuing Entity

The following table illustrates the capitalization of the issuing entity as of the closing date, after giving effect to the issuance of the notes and before deducting expenses of the offering, as if the issuance and sale of the notes had taken place on that date:

Class	Capitalization
A Notes	$   __________
Total	$   __________

RISK FACTORS

You should carefully consider the following risk factors in order to understand the structure and characteristics of the notes and the potential merits and risks of an investment in the notes.  Potential investors must review and be familiar with the following risk factors in deciding whether to purchase any note.  The accompanying base prospectus describes additional risk factors that you should also consider beginning on page 18 of the accompanying base prospectus.  These risk factors could affect your investment in or return on the notes.

You May Have Difficulty Selling Your Notes

Recent and continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government initiatives such as the government bailout programs for financial institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused, or may cause, a significant reduction in liquidity in the secondary market for asset-backed securities, which could adversely affect the market value of your n otes and/or limit your ability to resell your notes.

There is currently a very limited market for asset-backed securities.  Despite recent federal market interventions and programs, the current period of general market illiquidity may continue or even worsen and may adversely affect the secondary market for your notes.  Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment.  The market values of the notes are likely to fluctuate.  Any of these fluctuations may be significant and could result in significant losses to you.  See “Risk Factors—If a Secondary Market For Your Notes Does Not Develop, The Value of Your Notes May Diminish” in the accompanying base prospectus.

Certain Credit Enhancement Features Are Limited and if Depleted, There May Be Shortfalls in Distributions to Noteholders

Certain credit enhancement features, including the reserve account and the capitalized interest account, consist of limited funds.  In addition, the capitalized interest account will not be replenished, is available for a limited duration and will not be extended.  In certain circumstances, for example, if there is a shortfall in available funds, those funds may be depleted.  This depletion could result in shortfalls in distributions to noteholders.

The Characteristics of the Trust Student Loans May Change

The statistical information in this prospectus supplement reflects only the characteristics of the trust student loans as of the statistical cutoff date.  We expect additional student loans will be added to the trust student loans between the statistical cutoff date and the closing date.  The trust student loans actually sold to the issuing entity on the closing date will have characteristics that differ somewhat from the characteristics of the trust student loans as of the statistical cutoff date due to payments received, other changes in these loans that occur during the period from the statistical cutoff date to the closing date, and the addition of student loans after the statistical cutoff date.    We do not expect the characteristics of the trust student loans actually sold to the issuing entity on the closing date to differ materially from the characteristics of the trust student loans as of the statistical cutoff date.  However, in making your investment decision, you should assume that the actual characteristics of the trust student loans will vary somewhat from those presented in this prospectus supplement as of the statistical cutoff date.

Risk of Geographic Concentration of Trust Student Loans

The concentration of the trust student loans in specific geographic areas may increase the risk of losses on the trust student loans.  Economic conditions in the states where borrowers reside may affect the delinquency, loan loss and recovery experience with respect to the trust student loans.  As of the statistical cutoff date, approximately ____% and ____% of the trust student loans by outstanding principal balance were to borrowers with current billing addresses in New York and California, respectively.  Economic conditions in any state or region may decline over time and from time to time.  Because of the concentrations of the borrowers in New York and California, any adverse economic conditions adversely and disproportionately affecting those states may have a greater effect on the performance of the notes than if these concentrations did not exist.

Your Notes May Have Some Basis Risk, Which Could Compromise the Issuing Entity’s Ability to Pay Principal and Interest on Your Notes

There is some basis risk associated with the notes.  Basis risk is the risk that shortfalls might occur because, among other things, the effective interest rates of the trust student loans adjust on the basis of specified indices and those of the notes adjust on the basis of different indices.  If a shortfall were to occur, the issuing entity’s ability to pay principal and/or interest on your notes could be compromised.

Risk Of Bankruptcy Discharge Of Private Education Loans

Under current law, private education loans made for qualified education expenses are generally not dischargeable by a borrower in bankruptcy.  Private education loans can become dischargeable if the borrower proves that keeping the loans non-dischargeable would impose an undue hardship on the debtor and the debtor’s dependents.  If you own any notes, you will bear any risk of loss resulting from the discharge of any borrower of a private education loan to the extent the amount of the default is not covered by the issuing entity’s credit enhancement.

Changes in Law May Adversely Affect Your Notes

On February 26, 2009, President Obama released a summary of his 2010 proposed budget initiatives.  If the President's proposals are enacted into law, the FFELP would be eliminated and student lenders would cease making FFELP loans in July of 2010.  The House and Senate passed the Full Year 2009 budget resolution (S. Con. Res 13) on April 29, 2009.   The resolution includes the President’s proposals related to student lending, although further legislation would be required in order to effect any changes to the FFELP.

In September 2009, H.R. 3221, the Student Aid and Fiscal Responsibility Act of 2009, was approved by the House of Representatives. H.R. 3221 would implement substantially all of the President’s proposals and, most notably, would convert all new federal student lending on or after July 1, 2010 to the Federal Direct Loan Program.  The Senate has not yet introduced a companion bill.

The elimination of the FFELP could have a material adverse impact on SLC’s results of operations, which could adversely affect its ability to service the trust student loans, act as administrator for the issuing entity or otherwise comply with its obligations under the transaction documents.  We cannot predict the likelihood that the President’s proposals or any similar legislation will become law.

Delayed Payments from Borrowers Called to Active Military Service May Adversely Affect Your Notes

The Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans.  Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty.

We do not know how many trust student loans have been or may be affected by the application of these laws.  As a result, there may be unanticipated delays in payment and losses on the trust student loans.

A Limited Number of Noteholders May Reduce the Liquidity of the Notes

It is anticipated that the notes will be held by a limited number of noteholders.  Accordingly, the market for the notes may be less liquid than would be the case if the notes were more widely held and the demand and market price for the notes could be adversely affected.

SLC’s Business Operations Are Dependent Upon Citigroup Inc. and any Change That Impacts Citigroup Inc. or its  Involvement with SLC Could Have an Adverse Effect on SLC’s Financial Condition and Operations

SLC and Citigroup Inc. (“Citigroup”), through various affiliates, have a number of relationships which include funding, origination channels, loan servicing and back office operations.  Citibank SD, a wholly-owned subsidiary of Citigroup, is the sub-servicer of the trust student loans.  In January 2009, Citigroup, which indirectly owns 80% of SLC’s common stock, announced that it was realigning its structure into two distinct businesses for management reporting purposes: Citicorp, which is comprised of Citigroup’s core businesses, and Citi Holdings (in which SLC is now included), which is comprised of non-core businesses.  Citigroup intends to restructure and manage Citi Holdings’ businesses for possible disposition and combination opportunities that may emerge over time.  Any legal vehicle restructuring changes will be subject to regulatory approval.  If implemented, a restruct uring could result in a change in ownership of SLC, including an eventual sale of all or part of Citigroup’s ownership to an unaffiliated third party.

SLC does not know how a potential disposition would affect the sub-servicing arrangement with Citibank SD, but believes that servicing would not be materially adversely affected if a transition in servicing were to occur.  SLC also does not know how any disposition would affect future origination or securitization volume.

DEFINED TERMS

In later sections, we use terms defined in the Glossary at the end of this prospectus supplement.  These terms appear in bold face on their first use and in initial capital letters in all cases.

FORMATION OF THE ISSUING ENTITY

The Issuing Entity

SLC Private Student Loan Trust 20__-__ is a statutory trust newly formed under Delaware law and under a short-form trust agreement dated as of __________, 20__, between the depositor and the owner trustee.  The short-form trust agreement will be amended on the closing date pursuant to an amended and restated trust agreement dated as of the closing date among the depositor and the owner trustee.

After its formation, the issuing entity will not engage in any activity other than:

·

acquiring, holding and managing the trust student loans and the other assets of the issuing entity and related proceeds;

·

issuing the notes;

·

making payments on the notes;

·

[entering into a potential future interest rate cap agreement, if any;] and

·

engaging in other activities that are necessary, suitable or convenient to accomplish, or are incidental to, the foregoing.

The net proceeds from the sale of the notes will be used by the issuing entity to purchase the trust student loans.  The issuing entity will purchase the trust student loans from the depositor under a sale agreement to be dated as of the closing date, among the depositor and the issuing entity.  On the closing date, the depositor will use the net proceeds received from the sale of the trust student loans to pay SLC the purchase price for the trust student loans acquired from SLC under the purchase agreement between the depositor and SLC and to make the initial deposits into the reserve account and the capitalized interest account.

The property of the issuing entity will consist of:

·

the pool of trust student loans;

·

all funds accrued and collected on the trust student loans;

·

all moneys and investments from time to time on deposit in the trust accounts;

·

its rights under the transfer agreements and the servicing agreements, including the right to require SLC, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under certain conditions; and

·

its rights under any potential future interest rate cap agreement.

The sections “Transfer Agreements,” “Servicing and Administration” and “Description of the Notes” in the accompanying base prospectus contain descriptions of the material provisions of the transaction documents.

The notes will be secured by the property of the issuing entity.  The collection account, the reserve account and the capitalized interest account will be established by the indenture administrator in the name of the indenture trustee for the benefit of the noteholders.  To facilitate servicing and to minimize administrative burden and expense, the servicer will act as custodian of the promissory notes representing the trust student loans and other related documents.

The issuing entity’s principal offices are at __________, in care of __________, as owner trustee.  The owner trustee’s main phone number at that address is __________.

Other than issuing the notes, the issuing entity will not be permitted to borrow money or make loans to other persons.

The issuing entity and its assets (other than the trust student loans) will be administered by the administrator pursuant to the administration agreement.  The servicer will be responsible for the servicing and collection of the trust student loans pursuant to the servicing agreement.  See “Servicing and Administration” in the accompanying base prospectus.

The issuing entity will not own any other assets.  The fiscal year of the issuing entity will be a calendar year.  The issuing entity is not required by Delaware state law and does not intend to publish any financial statements.  The indenture requires the issuing entity to deliver to the indenture trustee and each rating agency, within 90 days after the end of each fiscal year of the issuing entity (commencing with the fiscal year ending __________, 20__), a certificate of the administrator on behalf of the issuing entity stating that (i) a review of the activities of the issuing entity during that year and of performance under the indenture has been made under the administrator’s supervision, and (ii) to the best of the administrator’s knowledge, based on that review, the issuing entity has complied with all conditions and covenants under the indenture throughout that year, or, if there has been a defa ult in the compliance of any condition or covenant, specifying each default known to the administrator and the nature and status of that default.

The trust certificate will represent the beneficial ownership of the residual interest in the issuing entity.  Under the related purchase agreement between the depositor and SLC, the depositor will transfer the trust certificate to SLC as part of the consideration for the sale of the trust student loans being sold to the depositor by SLC under the related purchase agreement.

Non-Petition.  Each transaction agreement will contain “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the depositor and/or the issuing entity, as applicable, by any of the transaction parties or by the noteholders.

Security Interest.  We have structured the transactions described in this prospectus supplement to assure that each transfer of trust student loans to the depositor and to the issuing entity constitutes a “true sale” of those trust student loans.  If the transfer constitutes a “true sale,” the trust student loans and related proceeds would not be property of the applicable seller should that seller become subject to any insolvency law.  Although SLC and the depositor will express their intent to treat the conveyance of the trust student loans as a sale, each of them will also grant to the owner trustee, on behalf of the issuing entity, a security interest in the trust student loans, which will be assigned by the owner trustee to the indenture trustee for the benefit of the noteholders.  This security interest is intended to protect the interests of the noteholders if a bankruptcy co urt were to characterize SLC’s or the depositor’s transfer of the trust student loans as a borrowing secured by a pledge of the trust student loans.  In the event that a bankruptcy court did characterize the transaction as a borrowing by SLC or the depositor, that borrowing would be secured by the trust student loans in which SLC or the depositor granted a security interest to the owner trustee.  SLC and the depositor have agreed to take any commercially reasonable actions necessary to maintain the security interest granted to the owner trustee as a first priority, perfected security interest in the trust student loans, including the filing of Uniform Commercial Code financing statements, as necessary.

ADDITIONAL INFORMATION CONCERNING OTHER PRINCIPAL PARTIES

Owner Trustee

__________ will be the owner trustee under the trust agreement.

[Add disclosure regarding the owner trustee’s organizational form, the general character of such owner trustee’s business, the prior experience of the owner trustee as an owner trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure.]

The trust certificateholder, under the trust agreement, has the right to direct the owner trustee to exercise the rights and interests of the trust certificateholder.  Except as specifically delegated to the administrator in the administration agreement, the owner trustee will also execute and deliver all agreements required to be entered into on behalf of the issuing entity.

The liability of the owner trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement.  The owner trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or gross negligence.  The owner trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the trust agreement.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the accompanying base prospectus.  The depositor and its affiliates may maintain banking relations with the owner trustee and/or its affiliates.

The owner trustee may resign at any time.  The administrator may also remove the owner trustee if it becomes insolvent or ceases to be eligible to continue as owner trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the owner trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the owner trustee are not paid by the owner trustee that is being replaced or by the successor owner trustee, the depositor will be responsible for the payment of such expenses.

Indenture Trustee

Under the indenture, __________ will act as indenture trustee.

[Add disclosure regarding the indenture trustee’s organizational form, the general character of such indenture trustee’s business, the prior experience of the indenture trustee as an indenture trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure.]

Affiliates of the depositor may maintain customary banking relations on arm’s-length terms with the indenture trustee.

The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the indenture.

The depositor will be responsible for the payment of expenses incurred in connection with the replacement of the indenture trustee.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, fraud, willful misconduct or negligence.  The indenture trustee will be entitled to indemnification from the administrator for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee will be entitled to receive all such amounts owed from cash flow on the trust student loans prior to any amounts being distributed to the noteholders.

Sub-servicer

Citibank SD is a national banking association headquartered in Sioux Falls, South Dakota.  Citibank SD is a wholly-owned subsidiary of Citigroup Inc. (“Citigroup”) and an affiliate of Citibank.  See “Summary of Parties to the Transaction—Affiliations, Certain Relationships and Related Transactions” in this prospectus supplement.  Under the subservicing agreement, Citibank SD, as sub-servicer, will sub-service the trust student loans on behalf of the issuing entity.  SLC has outsourced a substantial portion of its operations, including the origination and servicing of its student loan portfolio, to Citibank SD.  Citibank SD employees assist with the origination and servicing of student loans and also provide credit card services to Citigroup customers.  This arrangement with Citibank SD allows SLC to use the substantial employee base that Citibank SD has for servicing its credit card customers and creates certain operating and personnel efficiencies that would not otherwise be afforded SLC if SLC’s loan portfolio were originated and serviced by its own employees.  As of __________, 20__, Citibank SD was servicing over $__________ in student loans.

Citibank SD originates and services student loans, principally Stafford Loans, Parent Loans for Undergraduate Students (PLUS), consolidation loans and private education loans in accordance with the laws, rules and regulations applicable to those loans.

THE SELLER

SLC has sponsored __________ issuing entities since it began securitizing student loans in 2002.  Of the __________ issuing entities, __________ issued notes backed by FFELP student loans and __________ issued notes backed by private education loans.  These sponsored issuing entities have issued, in both public offerings and private placements, an aggregate principal amount of approximately $__________ of notes.

As of __________, 20__, SLC managed approximately $__________ of student loans consisting of both FFELP and private education loans.

As of __________, 20__, SLC owned approximately $__________ of FFELP student loans and approximately $__________ of private education loans, exclusive of deferred fees.  SLC originated approximately $__________ of Stafford and PLUS student loans and made new private education loan commitments of approximately $__________ during 20__.  Secondary market and other loan procurement activities contributed approximately $__________ of FFELP student loans to SLC’s student loan portfolio during 20__.

SLC has been in the business of servicing student loans since 1992 and, as of __________, 20__, employs approximately ____ employees.

In January 2009, Citigroup, which indirectly owns 80% of SLC’s common stock, announced that it was realigning its structure into two distinct businesses for management reporting purposes: Citicorp, which is comprised of Citigroup’s core businesses, and Citi Holdings (in which SLC is now included), which is comprised of non-core businesses.  Citigroup intends to restructure and manage Citi Holdings’ businesses for possible disposition and combination opportunities that may emerge over time.

The following table contains information concerning the private student loans owned or securitized by SLC and its consolidated subsidiaries (the “Managed Private Student Loans”). The following table shows the consolidated loan loss allowance activity of SLC for the fiscal years ended December 31, 2004, 2005, 2006, 2007 and 2008 and for the nine months ended September 30, 2009.

THE STUDENT LOAN CORPORATION
Managed Private Student Loans ⁽¹⁾
Loan Loss Experience
(dollars in thousands, except as noted)
(Unaudited)

	Years ended December 31,
	20__	20__	20__	20__	20__	20__
Total gross charge-offs (2)	$________	$________	$________	$________	$________	$________
Average Managed Private Student Loans (in millions) (3)	$________	$________	$________	$________	$________	$________
Gross charge-offs as a percentage of average Managed Private Student Loans	____% (3)	____%	____%	____%	____%	____%
Ending Managed Private Student Loans (in millions)(3)	$________	$________	$________	$________	$________	$________
Gross charge-offs as a percentage of ending Managed Private Student Loans	_____% (3)	____%	____%	____%	____%	____%

____________________

⁽¹⁾

Excludes loans not yet in repayment status and excludes (i) any risk sharing payments received by SLC from the applicable school in respect of student loans originated under SLC’s risk sharing program (the “Risk Sharing Program”), which is a part of the CitiAssist Loan Program, and (ii) any insurance payments received from any applicable third party insurer.  The table above does not take into account any recoveries on the loans after the loans have been charged-off.  Because a significant portion of SLC’s private student loan portfolio is insured by third party insurers, recoveries on the loans (other than insurance proceeds and risk sharing payments) included in the table above would have been minimal.  See “The Student Loan Pools—Risk Sharing Program” in the accompanying base offering memorandum for additional information about the Risk Sharing Progr am.

⁽²⁾

An amount equal to gross charge-offs during the reporting period, calculated in accordance with the policies described under “The Student Loan Pools—Loss Recognition” in the accompanying base offering memorandum.

⁽³⁾

Excludes loans for borrowers who still may be attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g., residency periods for medical students or a grace period for bar exam preparation.  Excludes loans for borrowers who have requested an extension of a grace period during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with the established loan program servicing procedures and policies.

The foregoing table is for Managed Private Student Loans and may not be representative or indicative of the loss performance of the trust student loans.  SLC owns private student loans that differ from the trust student loans.  For example, the trust student loans are generally more recently originated loans.  Loan loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond our control.  We cannot assure you that actual loan losses of the trust student loans will be similar to that set forth above.

In addition, the percentages in the table above have not been adjusted to eliminate the effect of the rapid growth of SLC’s private student loans.  Accordingly, actual loan loss percentages may be higher than those shown in the table if a group of loans were isolated at a period in time and the loan loss data showed the activity only for that isolated group over the periods indicated.

USE OF PROCEEDS

The issuing entity will use the net proceeds of $__________ from the sale of the notes, together with any other amount contributed by the depositor, to purchase the trust student loans from the depositor on the closing date under the sale agreement.  The depositor will then use the proceeds paid to the depositor by the issuing entity to pay to SLC the purchase price due to SLC for the trust student loans purchased by the depositor.  Expenses incurred to establish the issuing entity and issue the notes (other than fees that are due to the underwriters) are payable by the depositor.  Such expenses will not be paid from proceeds of the sale of the notes.

THE TRUST STUDENT LOAN POOL

General

The issuing entity will purchase the trust student loans from the depositor under the sale agreement on the closing date, and the issuing entity will be entitled to collections on and proceeds of the trust student loans on and after the cutoff date.  Unless otherwise specified, all information with respect to the trust student loans is presented herein as of __________, 20__, which is the statistical cutoff date.

Eligible Trust Student Loans

The depositor will purchase the trust student loans from SLC under the purchase agreement.  SLC originated or acquired the trust student loans.

The trust student loans were selected from SLC’s portfolio of private student loans owned by SLC or one of its affiliates by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date:

·

contains terms in accordance with those required by the loan program under which it was originated, the loan purchase agreements and other applicable requirements;

·

is not more than ____ days past due;

·

does not have a borrower who is noted in the related records of the servicer as being currently involved in a bankruptcy proceeding;

·

does not have an interest cap other than required by New York law;

·

has a first disbursement date on or after ___________ and prior to ____________;

·

has a current outstanding principal balance greater than $0; and

·

has a remaining term to maturity less than or equal to ____ months.

No trust student loan as of the statistical cutoff date was subject to any prior obligation to sell that loan to a third party.

Characteristics of the Trust Student Loans

The following tables provide a description of certain characteristics of the trust student loans as of the statistical cutoff date.  The aggregate outstanding principal balance of the trust student loans in each of the following tables includes the principal balance due from borrowers, including accrued interest to be capitalized, of approximately $__________ as of the statistical cutoff date.

The trust student loans actually sold to the issuing entity on the closing date will have characteristics that differ somewhat from the characteristics of the trust student loans as of the statistical cutoff date due to payments received, other changes in these loans that occur during the period from the statistical cutoff date to the closing date, and the addition of student loans after the statistical cutoff date.  As a consequence, the aggregate characteristics of the final pool of trust student loans may vary from those shown below; however, we do not believe that this variance will be material.

The distribution by weighted average interest rate applicable to the trust student loans on any date following the statistical cutoff date may vary significantly from that in the following tables as a result of variations in the effective rates of interest applicable to the trust student loans.  Moreover, the information below about the weighted average remaining terms to maturity of the trust student loans as of the statistical cutoff date may vary significantly from the actual terms to maturity of any of the trust student loans as a result of prepayments or the granting of deferral and forbearance periods on any of the trust student loans.

The following tables also contain information concerning the total number of loans and the total number of borrowers in the portfolio of trust student loans. The following tables reflect those loan segments within the number of loans.

Percentages and dollar amounts in any table may not total 100% or the trust student loan balance, as applicable, due to rounding.

COMPOSITION OF THE TRUST STUDENT LOANS
AS OF THE STATISTICAL CUTOFF DATE

Aggregate Outstanding Principal Balance	$__________
Number of Borrowers	__________
Average Outstanding Principal Balance Per Borrower	$__________
Number of Loans	__________
Average Outstanding Principal Balance Per Loan	$__________
Weighted Average Remaining Term to Scheduled Maturity	____ months
Weighted Average Annual Borrower Stated Interest Rate	____%

We determined the weighted average remaining term to maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable trust student loan without giving effect to any deferral or forbearance periods that may be granted in the future.  See “The Student Loan Pools—The Student Loan Corporation’s Student Loan Business” in the accompanying base prospectus.

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY LOAN PROGRAM AS OF THE STATISTICAL CUTOFF DATE

Loan Program	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Bar Study / Residency	________	$ __________	____
Graduate / Law	________	__________	____
Medical	________	__________	____
Undergraduate	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY ANNUAL STATED INTEREST RATES AS OF THE STATISTICAL CUTOFF DATE

Range of Annual Stated Interest Rate	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Less than 3.00%	________	$ __________	____
3.00% to 3.49%	________	__________	____
3.50% to 3.99%	________	__________	____
4.00% to 4.49%	________	__________	____
4.50% to 4.99%	________	__________	____
5.00% to 5.49%	________	__________	____
5.50% to 5.99%	________	__________	____
6.00% to 6.49%	________	__________	____
6.50% to 6.99%	________	__________	____
7.00% to 7.49%	________	__________	____
7.50% to 7.99%	________	__________	____
8.00% to 8.49%	________	__________	____
8.50% or greater	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY OUTSTANDING PRINCIPAL BALANCE AS OF THE STATISTICAL CUTOFF DATE

Range of Outstanding Principal Balance	Number of Borrowers	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Less than $500.00	________	$ __________	____
$500.00 - $999.99	________	__________	____
$1,000.00 - $1,999.99	________	__________	____
$2,000.00 - $2,999.99	________	__________	____
$3,000.00 - $3,999.99	________	__________	____
$4,000.00 - $4,999.99	________	__________	____
$5,000.00 - $5,999.99	________	__________	____
$6,000.00 - $6,999.99	________	__________	____
$7,000.00 - $7,999.99	________	__________	____
$8,000.00 - $8,999.99	________	__________	____
$9,000.00 - $9,999.99	________	__________	____
$10,000.00 - $14,999.99	________	__________	____
$15,000.00 - $19,999.99	________	__________	____
$20,000.00 - $24,999.99	________	__________	____
$25,000.00 - $29,999.99	________	__________	____
$30,000.00 - $34,999.99	________	__________	____
$35,000.00 - $39,999.99	________	__________	____
$40,000.00 - $44,999.99	________	__________	____
$45,000.00 - $49,999.99	________	__________	____
$50,000.00 - $54,999.99	________	__________	____
$55,000.00 - $59,999.99	________	__________	____
$60,000.00 - $64,999.99	________	__________	____
$65,000.00 - $69,999.99	________	__________	____
$70,000.00 - $74,999.99	________	__________	____
$75,000.00 - $79,999.99	________	__________	____
$80,000.00 - $84,999.99	________	__________	____
$85,000.00 - $89,999.99	________	__________	____
$90,000.00 - $94,999.99	________	__________	____
$95,000.00 - $99,999.99	________	__________	____
$100,000.00 - $109,999.99	________	__________	____
$110,000.00 - $119,999.99	________	__________	____
$120,000.00 - $129,999.99	________	__________	____
$130,000.00 - $139,999.99	________	__________	____
$140,000.00 - $149,999.99	________	__________	____
$150,000.00 or greater	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY REMAINING TERM TO SCHEDULED MATURITY AS OF THE STATISTICAL CUTOFF DATE

Number of Months Remaining to Scheduled Maturity	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
0 to 24	________	$ __________	____
25 to 36	________	__________	____
37 to 48	________	__________	____
49 to 60	________	__________	____
61 to 72	________	__________	____
73 to 84	________	__________	____
85 to 96	________	__________	____
97 to 108	________	__________	____
109 to 120	________	__________	____
121 to 132	________	__________	____
133 to 144	________	__________	____
145 to 156	________	__________	____
157 to 168	________	__________	____
169 to 180	________	__________	____
181 to 192	________	__________	____
193 to 220	________	__________	____
221 to 260	________	__________	____
261 to 300	________	__________	____
Over 300	________	__________	____
Total	________	$        __________	100.00

We have determined the numbers of months remaining to scheduled maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable trust student loan without giving effect to any deferral or forbearance periods that may be granted in the future.  See “The Student Loan Pools—The Student Loan Corporation’s Student Loan Business” in the accompanying base prospectus.  Also, see “Risk Factors—You Will Bear Prepayment and Extension Risk Due to Actions Taken by Individual Borrowers and Other Variables Beyond Our Control” in the accompanying base prospectus.

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY CURRENT BORROWER PAYMENT STATUS AS OF THE STATISTICAL CUTOFF DATE

Current Borrower Payment Status	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Deferral	________	$ __________	____
Forbearance	________	__________	____
Repayment	________	__________	____
First year in repayment	________	__________	____
Second year in repayment	________	__________	____
Third year in repayment	________	__________	____
Fourth year or greater in repayment	________	__________	____
In School	________	__________	____
Total	________	$        __________	100.00

Current borrower payment status refers to the status of the borrower of each trust student loan as of the statistical cutoff date.  The borrower:

·

may still be attending school;

·

may be in a grace period after completing school and prior to repayment commencing;

·

may have temporarily ceased repaying the loan through a deferral or a forbearance period; or

·

may currently be required to repay the loan—repayment.

See “The Student Loan Pools—The Student Loan Corporation’s Student Loan Business” in the accompanying base prospectus.

The weighted average loan age for all trust student loans is approximately ____ months.  The weighted average number of months in repayment for all trust student loans in repayment is approximately ____ months.

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE
TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS
AS OF THE STATISTICAL CUTOFF DATE

	Scheduled Months in Status
Current Borrower Payment Status	In-School	Grace	Deferral	Forbearance	Repayment(1)
In-school	____	-	-	-	____
Grace	-	____	-	-	____
Deferment	-	-	____	-	____
Forbearance	-	-	-	____	____
Repayment	-	-	-	-	____

(1)

Scheduled months shown in the table were determined without giving effect to deferral or forbearance periods that may be granted in the future.  

GEOGRAPHIC DISTRIBUTION OF THE
TRUST STUDENT LOANS AS OF THE STATISTICAL CUTOFF DATE

Geographic Distribution	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Alabama	________	$ __________	____
Alaska	________	__________	____
Arizona	________	__________	____
Arkansas	________	__________	____
California	________	__________	____
Colorado	________	__________	____
Connecticut	________	__________	____
Delaware	________	__________	____
District of Columbia	________	__________	____
Florida	________	__________	____
Georgia	________	__________	____
Hawaii	________	__________	____
Idaho	________	__________	____
Illinois	________	__________	____
Indiana	________	__________	____
Iowa	________	__________	____
Kansas	________	__________	____
Kentucky	________	__________	____
Louisiana	________	__________	____
Maine	________	__________	____
Maryland	________	__________	____
Massachusetts	________	__________	____
Michigan	________	__________	____
Minnesota	________	__________	____
Mississippi	________	__________	____
Missouri	________	__________	____
Montana	________	__________	____
Nebraska	________	__________	____
Nevada	________	__________	____
New Hampshire	________	__________	____
New Jersey	________	__________	____
New Mexico	________	__________	____
New York	________	__________	____
North Carolina	________	__________	____
North Dakota	________	__________	____
Ohio	________	__________	____
Oklahoma	________	__________	____
Oregon	________	__________	____
Pennsylvania	________	__________	____
Rhode Island	________	__________	____
South Carolina	________	__________	____
South Dakota	________	__________	____
Tennessee	________	__________	____
Texas	________	__________	____
Utah	________	__________	____
Vermont	________	__________	____
Virginia	________	__________	____
Washington	________	__________	____
West Virginia	________	__________	____
Wisconsin	________	__________	____
Wyoming	________	__________	____
Other	________	__________	____
Total	________	$        __________	100.00

We have based the geographic distribution shown in the table on the billing addresses of the borrowers of the trust student loans shown on the servicer’s records as of the statistical cutoff date.

Each of the trust student loans provides or will provide for the amortization of its outstanding principal balance over a series of regular payments.  Except as described below, each regular payment consists of an installment of interest which is calculated on the basis of the outstanding principal balance of the trust student loan.  The amount received is applied first to interest accrued to the date of payment and the balance of the payment, if any, is applied to reduce the unpaid principal balance.  Accordingly, if a borrower pays a regular installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.  Conversely, if a borrower pays a monthl y installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.  In addition, if a borrower pays a monthly installment after its scheduled due date, the borrower may owe a fee on that late payment.  If a late fee is applied, such payment will be applied first to the applicable late fee, second to interest and third to principal.  As a result, the portion of the payment applied to reduce the unpaid principal balance may be less than it would have been had the payment been made as scheduled.

In either case, subject to any applicable deferral periods or forbearance periods, and except as provided below, the borrower pays a regular installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance of that trust student loan.

SLC offers various incentive programs to borrowers of student loans it holds.  One common incentive program allows for an interest rate reduction (currently ____%) to borrowers who elect to receive electronic statements and have their installments deducted automatically from their bank accounts.  Another incentive program provides an interest rate reduction to borrowers who pay a specified number of consecutive installments on time, starting with their first installment.  The foregoing benefits are lost if a borrower is delinquent with respect to any installment.  __________ of the trust student loans may qualify for a total interest rate reduction of not more than ____%.

In addition, SLC makes payment terms available to borrowers of student loans it holds that may result in the lengthening of the remaining term of the student loans.  For example, not all of the loans owned by SLC provide for level payments throughout the repayment term of the loans.  Some student loans provide for interest only payments to be made for a designated portion of the term of the loans, with amortization of the principal of the loans occurring only when payments increase in the latter stage of the term of the loans.  Other loans provide for a graduated phase-in of the amortization of principal with a greater portion of principal amortization being required in the latter stages than would be the case if amortization were on a level payment basis.  SLC also offers an income-sensitive repayment plan, under which repayments are based on the borrower’s income, and an extended repayment plan, under which certain borrowers may extend their repayment term up to 30 years.  On and after July 1, 2009, qualifying borrowers of trust student loans may request an income-based repayment option that provides for a monthly payment amount based on the borrower’s adjusted gross income, family size and the poverty line for the borrower’s state of residence, and which forgives any remaining balance after 25 years of qualifying payments.

The following table provides certain information about trust student loans subject to the repayment terms described in the preceding paragraphs.

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY LOAN TYPE AS OF THE STATISTICAL CUTOFF DATE

Loan Type	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Subsidized	________	$ __________	____
Unsubsidized	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY REPAYMENT TERMS AS OF THE STATISTICAL CUTOFF DATE

Loan Repayment Terms	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Level Repayment	________	$ __________	____
Other Repayment Options(1)	________	__________	____
Total	________	$        __________	100.00

(1)

Includes, among others, graduated repayment, income-sensitive and interest-only period loans.

SLC, as servicer, on behalf of the issuing entity, may in the future offer repayment terms similar to those described above to borrowers of loans in the issuing entity who are not entitled to these repayment terms as of the statistical cutoff date.  If repayment terms are offered to and accepted by borrowers, the weighted average life of the securities could be lengthened.

The following table provides information about the trust student loans regarding date of disbursement.

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY DISBURSEMENT DATE AS OF THE STATISTICAL CUTOFF DATE

Disbursement Date	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
____	________	$ __________	____
____	________	__________	____
____	________	__________	____
____	________	__________	____
____	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY NUMBER OF DAYS OF
DELINQUENCY AS OF THE STATISTICAL CUTOFF DATE

Days Delinquent	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
0 to 30	________	$ __________	____
31 to 60	________	__________	____
61 to 90	________	__________	____
91 to 120	________	__________	____
121 to 150	________	__________	____
151 to 180	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST STUDENT LOANS BY
SCHOOL TYPE AS OF THE STATISTICAL CUTOFF DATE

School Type	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Graduate Schools	________	$ __________	____
Health / Medical / Dental	________	__________	____
Law Schools	________	__________	____
Proprietary (Vocational)	________	__________	____
4-Year Institutions	________	__________	____
Others	________	__________	____
Total	________	$        __________	100.00

The following tables provide FICO credit scores for certain trust student loans as of a date near the date of the loan application.  FICO credit scores are a statistical credit model developed by Fair Isaac and Company.  The score is designed to be a relative measure of the degree of risk a potential borrower represents to a lender based upon credit-related data contained in an applicant’s credit bureau reports. FICO scores are influenced by a number of factors and can change over time.  There can be no assurance that the FICO scores shown have not changed as of the date of this offering memorandum supplement or will not change in the future.  Where FICO scores for both the borrower and co-signer of a trust student loan are available, the FICO score for the person with the higher custom credit score at origination is used for purposes of the information contained in this offering memorandum supplement.  Custom credit scores, rather than FICO scores, were used in the origination of the trust student loans.

DISTRIBUTION OF FICO CREDIT SCORES AS OF A DATE NEAR THE LOAN APPLICATION
(ALL BORROWERS AND CO-SIGNERS)(1)

FICO Score(2)	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
377 to 460	________	$ __________	____
461 to 480	________	__________	____
481 to 500	________	__________	____
501 to 520	________	__________	____
521 to 540	________	__________	____
541 to 560	________	__________	____
561 to 580	________	__________	____
581 to 600	________	__________	____
601 to 620	________	__________	____
621 to 640	________	__________	____
641 to 660	________	__________	____
661 to 680	________	__________	____
681 to 700	________	__________	____
701 to 720	________	__________	____
721 to 740	________	__________	____
741 to 760	________	__________	____
761 to 780	________	__________	____
781 to 800	________	__________	____
801 to 820	________	__________	____
821 to 840	________	__________	____
841 to 844	________	__________	____
Total	________	$        __________	100.00

____________________

⁽¹⁾

Co-signers include joint and several obligors.

⁽²⁾

For each trust student loan with a co-signer, the FICO score shown is for the person with the higher custom credit score at origination of the loan.

The weighted average FICO score for the borrowers and co-signers of trust student loans for which FICO scores are available as of a date near the date of the loan application on loans which were underwritten in reliance upon credit scores was ____.  

DISTRIBUTION OF FICO CREDIT SCORES AS OF A DATE NEAR THE LOAN APPLICATION

(CO-SIGNER LOANS)

FICO Score(1)	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Co-Signer Loans by Aggregate Outstanding Principal Balance
377 to 460	________	$ __________	____
461 to 480	________	__________	____
481 to 500	________	__________	____
501 to 520	________	__________	____
521 to 540	________	__________	____
541 to 560	________	__________	____
561 to 580	________	__________	____
581 to 600	________	__________	____
601 to 620	________	__________	____
621 to 640	________	__________	____
641 to 660	________	__________	____
661 to 680	________	__________	____
681 to 700	________	__________	____
701 to 720	________	__________	____
721 to 740	________	__________	____
741 to 760	________	__________	____
761 to 780	________	__________	____
781 to 800	________	__________	____
801 to 820	________	__________	____
821 to 844	________	__________	____
Total	________	$        __________	100.00

____________________

⁽¹⁾

The FICO score shown is for the person with the higher custom credit score at origination of the loan.

The weighted average FICO score for co-signer trust student loans for which FICO scores are available as of a date near the date of the loan application on loans which were underwritten in reliance upon credit scores was ____.  

DISTRIBUTION OF FICO CREDIT SCORES AS OF A DATE NEAR THE LOAN APPLICATION (LOANS WITHOUT CO-SIGNERS)

FICO Score	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Loans Without Co-Signers by Aggregate Outstanding Principal Balance
406 to 420	________	$ __________	____
421 to 440	________	__________	____
441 to 460	________	__________	____
461 to 480	________	__________	____
481 to 500	________	__________	____
501 to 520	________	__________	____
521 to 540	________	__________	____
541 to 560	________	__________	____
561 to 580	________	__________	____
581 to 600	________	__________	____
601 to 620	________	__________	____
621 to 640	________	__________	____
641 to 660	________	__________	____
661 to 680	________	__________	____
681 to 700	________	__________	____
701 to 720	________	__________	____
721 to 740	________	__________	____
741 to 760	________	__________	____
761 to 780	________	__________	____
781 to 800	________	__________	____
801 to 820	________	__________	____
821 to 824	________	__________	____
Total	________	$        __________	100.00

The weighted average FICO score for trust student loans without co-signers for which FICO scores are available as of a date near the date of the loan application on loans which were underwritten in reliance upon credit scores was ____.

Cure Period for Trust Student Loans

SLC, the depositor or the servicer, as applicable, will be obligated to purchase, or to substitute qualified student loans for, and to reimburse for shortfalls in the value of, affected trust student loans in the event of breaches of certain representations, warranties or covenants which have a material adverse effect (individually or in the aggregate) on the noteholders, following a period during which the breach may be cured or the issuing entity may be reimbursed.  For purposes of trust student loans, the cure period will be 210 days.  In each case the cure period begins on the date on which the breach is discovered by the servicer, the administrator, the issuing entity, the indenture administrator or the indenture trustee, as applicable.  The purchase or substitution will be made not later than the end of the 210-day cure period.  See “Servicing and Administration—Servicer Covenants” ; and “Transfer Agreements—Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor” and “—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the accompanying base prospectus.

DESCRIPTION OF THE NOTES

General

The notes will be issued under an indenture substantially in the form filed as an exhibit to the registration statement to which this prospectus supplement relates.  The issuance of the notes was authorized by a resolution of the Board of Directors of the depositor.  The following summary describes some terms of the notes, the indenture and the trust agreement.  The accompanying base prospectus describes other terms of the notes.  See “Description of the Notes” and “Certain Information Regarding the Notes” in the accompanying base prospectus.  The following summary presents only brief descriptions of the material terms of these transaction documents and is subject to actual provisions of the notes, the indenture and the trust agreement.

The Notes

Distributions of Interest.  Interest will accrue on the outstanding principal amount of the notes at the note interest rate.  Interest will accrue during each applicable accrual period and will be payable to the noteholders on each distribution date.  Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Note Interest Shortfall in the Glossary.  Interest payments on the notes for any distribution date will generally be funded from Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  If these sources are insufficient to pay the Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the noteholders, based upon the total amount of interest then due on the  notes.

The interest rate for the notes for each accrual period will be equal to three-month LIBOR (except for the first accrual period) plus ____%.

LIBOR for the first accrual period will be determined by the following formula:

x + [a/b ´ (y - x)]

where:

x = two-month LIBOR;

y = three-month LIBOR;

a = the actual number of days from the maturity date of two-month LIBOR to the first distribution date; and

b = the actual number of days from the maturity date of two-month LIBOR and the maturity date of three-month LIBOR;

The administrator will determine LIBOR for each accrual period on the second business day before the beginning of that accrual period, as described under “—Determination of LIBOR” below.

Distributions of Principal.  Principal payments will be made to the noteholders on each distribution date in an amount generally equal to the Principal Distribution Amount, until the outstanding principal amount of the notes is reduced to zero.  Principal payments on the notes will generally be funded from Available Funds and the other sources of funds available for payments of principal described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  

Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the notes except at maturity of the notes or on the final distribution upon termination of the issuing entity.

Principal payments will be applied on each distribution date in the priorities set forth under “—Distributions” below.

The outstanding principal amount of the notes will be due and payable in full on the stated maturity date.  The actual date on which the outstanding principal and accrued interest of the notes is paid may be earlier than the stated maturity date, based on a variety of factors as described in “You Will Bear Prepayment and Extension Risk Due to Actions Taken by Individual Borrowers and Other Variables Beyond Our Control” under “Risk Factors” in the accompanying base prospectus.

Determination of LIBOR

LIBOR, for any accrual period, will be the London interbank offered rate for deposits in U.S. Dollars having the specified maturity commencing on the first day of the accrual period, as that rate appears on the Reuters LIBOR01 Page, or another page of this or any other financial reporting service in general use in the financial services industry, as of 11:00 a.m., London time, on the related LIBOR Determination Date.  If no rate is so reported on the related LIBOR Determination Date, the rate for that day will be determined on the basis of the rates at which deposits in U.S. Dollars, having the specified maturity and in a principal amount of not less than $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks.  The administrator will request the principal London office of each Reference Bank to provide a q uotation of its rate.  If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations.  If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the administrator, at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks having the specified maturity and in a principal amount of not less than $1,000,000.  If the banks selected as described above are not providing quotations, LIBOR in effect for the applicable accrual period will be LIBOR for the specified maturity in effect for the previous accrual period.

For this purpose:

·

“LIBOR Determination Date” means, for each accrual period, the second business day before the beginning of that accrual period.

·

“Reference Banks” means four major banks in the London interbank market selected by the administrator.

·

“Reuters LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

For purposes of calculating LIBOR, a business day is any day on which banks in New York City and the City of London are open for the transaction of international business.  Interest due for any accrual period will always be determined based on the actual number of days elapsed in the accrual period over a 360-day year.

Notice of Interest Rates

Information concerning the past and current LIBOR, any other applicable index, and the interest rate applicable to the notes will be available by registering on the administrator’s website at http://www.studentloan.com or by telephoning the administrator at (203) 975-6320 between the hours of 9 a.m. and 4 p.m., Eastern time, on any business day and will also be available through the Reuters Monitor Money Rates Service or Bloomberg L.P.  [So long as the notes are listed on the Irish Stock Exchange, the administrator will also notify the Irish paying agent, and will cause the Irish Stock Exchange to be notified, of the current interest rate for the notes prior to the first day of each accrual period.]

Additional Information Concerning Accounts and Eligible Investments

The indenture administrator will establish and maintain the collection account for the benefit of the noteholders, in the name of the indenture trustee, into which all payments on the trust student loans will be deposited.  The indenture administrator will also establish and maintain the reserve account and the capitalized interest account in the name of the indenture trustee, for the benefit of the noteholders.  

The indenture administrator will invest funds in the collection account, the reserve account and the capitalized interest account in eligible investments as provided in the indenture.  Eligible investments are generally limited to investments acceptable to the rating agencies as being consistent with the ratings of the notes.  Subject to some conditions, eligible investments may include debt instruments or other obligations (including asset-backed notes) issued by the depositor or its affiliates, other issuing entities originated by the depositor or its affiliates or third parties and repurchase obligations of those persons with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof.  Eligible investments are limited to obligations or debt instruments that are expected to mature not later than the business day immediately preceding the next distribution date (or mon thly servicing fee payment date, to the extent of the primary servicing fee).  See “Servicing and Administration—Accounts” in the accompanying base prospectus for a more complete description of eligible investments.

Servicing Compensation

The servicer will be entitled to receive two separate servicing fees in an amount equal to the primary servicing fee and the carryover servicing fee as compensation for performing the functions as servicer for the issuing entity.

The primary servicing fee for any month is equal to the lesser of the product of $____ and the number of borrowers as of the first day of the preceding month and 1/12^th of an amount equal to ____% of the outstanding principal amount of the trust student loans as of the last day of the preceding calendar month.

The primary servicing fee will be payable on each monthly servicing payment date and will be paid solely out of Available Funds and amounts on deposit in the reserve account on that date.

The carryover servicing fee is the sum of:

·

the amount of specified increases in the costs incurred by the servicer;

·

the amount of specified conversion, transfer and removal fees;

·

any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

·

interest on any unpaid amounts.

The carryover servicing fee will be payable to the servicer on each distribution date out of Available Funds after payment on that distribution date of clauses (a) through (d) under “—Distributions—Distributions from the Collection Account” in this prospectus supplement.  The carryover servicing fee will be subject to increase agreed to by the administrator, the owner trustee and the servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the servicer in providing the services to be provided under the servicing agreement, whether due to changes in applicable governmental regulations or postal rates.  The servicer will be solely responsible for the payment of fees due to the sub-servicer.

Additional Information Concerning Servicing Procedures

The servicer will keep ongoing records on the trust student loans and its collection activities utilizing the same standards it uses for similar student loans owned by SLC and its affiliates in compliance with the applicable federal and state laws.  It will also furnish periodic statements to the indenture trustee, the indenture administrator, the owner trustee and the noteholders.  See “Servicing and Administration—Statements to Indenture Trustee, Indenture Administrator and Issuing Entity” in the accompanying base prospectus.

Additional Information Concerning Payments on Student Loans

The servicing agreement will not require the servicer to make advances to any issuing entity and no such advances have been made by the servicer with respect to any trust student loans.

Additional Information Concerning Servicer Covenants

The servicer will not reschedule, revise, defer or otherwise compromise payments due on any trust student loan except during any applicable interest-only, deferral or forbearance periods or otherwise in accordance with the same standards it uses for similar student loans owned by SLC and its affiliates in compliance with the applicable federal and state laws.  See “Servicing and Administration—Servicer Covenants” in the accompanying base prospectus.

All expenses related to the resignation or removal for cause of the servicer or any successor servicer will be paid solely by the servicer being replaced.

Distributions

Deposits into the Collection Account.  On or before the third business day immediately prior to each distribution date, the servicer and the administrator will provide the indenture administrator with certain information as to the preceding collection period, including the amount of Available Funds received from the trust student loans and the aggregate purchase amount of the trust student loans to be purchased by SLC, the depositor or the servicer.

The sub-servicer will forward to the servicer all identifiable payments on the trust student loans and all proceeds of the trust student loans collected by the sub-servicer during each collection period within four business days of receipt and the servicer will deposit all identifiable payments on the trust student loans and all proceeds of the trust student loans received by it (including amounts received from the sub-servicer) during each collection period into the collection account within two business days of the servicer’s receipt.  

Distributions from the Collection Account.  On each monthly servicing payment date that is not a distribution date, the administrator will instruct the indenture administrator to pay to the servicer the primary servicing fee due for the period from and including the preceding monthly servicing payment date to and excluding the current monthly servicing payment date from amounts on deposit in the collection account.

On or before each distribution date, the administrator will instruct the indenture administrator to first pay or reimburse itself, the administrator, the indenture trustee, the paying agent and the owner trustee for all amounts due to each such party under the relevant transaction documents for the related distribution date, (these amounts payable to the indenture administrator, the administrator, the indenture trustee, the paying agent and the owner trustee not to exceed $__________ per annum in the aggregate at all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity) and then make the following deposits and distributions in the amounts and in the order of priority shown below, except as otherwise provided under “—The Notes—Distributions of Principal,” to the extent of the Available F unds for that distribution date, amounts transferred from the capitalized interest account through the ________ 20__ distribution date with respect to clause (b) below for that distribution date and amounts transferred from the reserve account with respect to that distribution date:

(a)

to the servicer, the primary servicing fee due on that distribution date;

(b)

to the noteholders, the Interest Distribution Amount;

(c)

to the noteholders, until the outstanding principal amount of the notes has been reduced to zero, the Principal Distribution Amount;

(d)

to the reserve account, the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance;

(e)

to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

(f)

to the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee, [the Irish paying agent and The Irish Stock Exchange Limited] in respect of its fees, pro rata, for all amounts due to each and not previously paid; and

(g)

first, to pay any amounts owing to a potential future cap counterparty under any potential future interest rate cap agreement, and then to the trust certificateholder (initially, the depositor or an affiliate thereof), any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing, in the event the trust student loans are not sold on the trust auction date, on each subsequent distribution date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the administrator will direct the indenture administrator to distribute as accelerated payments of principal on the notes all amounts that otherwise would be paid to the trust certificateholder.

Distributions Following an Event of Default and Acceleration of the Maturity of the Notes

Following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity, the priority of distributions on each distribution date shown above under “—Distributions—Distributions from the Collection Account” will be made in the following order of priority:

first, to the administrator, the indenture trustee, the indenture administrator and the paying agent for amounts due to the administrator, the indenture trustee, the indenture administrator and the paying agent, respectively, for fees, expenses and/or indemnities (but only to the extent not paid by the administrator or the depositor), to the owner trustee for amounts due to it under the relevant transaction documents and to the owner trustee for amounts due to it under the relevant transaction documents;

second, to the servicer for due and unpaid primary servicing fees;

third, to the noteholders, the Interest Distribution Amount;

fourth, to the noteholders, an amount sufficient to reduce the outstanding principal amount of the notes to zero;

fifth, to the servicer, for any unpaid carryover servicing fee; and

sixth, to pay any amounts owing to a potential future cap counterparty under any potential future interest rate cap agreement, and then to the trust certificateholder (initially, the depositor or an affiliate thereof), any remaining funds.

See “Description of the Notes—The Indenture—Events of Default; Rights Upon Events of Default” in the accompanying base prospectus.

Voting Rights and Remedies

Noteholders will have the voting rights and remedies described in the accompanying base prospectus.  See “Transfer  Agreements—Amendments to Transfer Agreements,” “Servicing and Administration—Servicer Default,” “Servicing and Administration—Rights upon Servicer Default,” “Servicing and Administration—Waiver of Past Defaults,” “Servicing and Administration—Administrator Default,” “Servicing and Administration—Rights upon Administrator Default,” “Description of the Notes—The Indenture—Modification of Indenture,” “Description of the Notes—The Indenture—Events of Default; Rights upon Event of Default” and “Certain Information Regarding the Notes—Definitive Notes” in the accompanying base prospectus.

Credit Enhancement

Excess Interest. Excess interest is created when interest collections received on the trust student loans during a collection period and related investment earnings exceed the interest on the notes at the related note interest rates and certain fees and expenses of the issuing entity.  Excess interest with respect to the trust student loans is intended to provide “first loss” protection for the notes.  Excess interest (as part of all interest collections) will be collected and deposited into the collection account and will become part of the Available Funds.  There can be no assurance as to the rate, timing or amount, if any, of excess interest. The application of excess interest to the payment of principal on your notes will affect the weighted average life and yield on your investment.  Excess interest not applied to make required distributions on any distribution date, and not deposited into the reserve account, will be paid to the trust certificateholder and will not be available on subsequent distribution dates to make payments on the notes.

Overcollateralization Amount.  The overcollateralization amount represents the amount by which the Adjusted Pool Balance exceeds the outstanding principal amount of the notes.  On the closing date, the initial overcollateralization amount is expected to equal approximately ____% of the Adjusted Pool Balance.  The application of Available Funds described under “—Distributions—Distributions from the Collection Account” above is designed to build the level of the overcollateralization amount to, and maintain it at, the Specified Overcollateralization Amount.  

On the closing date, the Initial Pool Balance is expected to be less than the principal amount of the notes.  Because the definition of “Adjusted Pool Balance” includes the amount on deposit in the capitalized interest account and the Specified Reserve Account Balance, the initial overcollateralization amount will be greater than zero on the closing date.  

Reserve Account.  The reserve account will be created with an initial deposit by the depositor on the closing date of cash in an amount equal to $__________.  The reserve account may be replenished on each distribution date, by a deposit into it of the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance from the amount of Available Funds remaining after payment for that distribution date under clauses (a) through (c) under “—Distributions—Distributions from the Collection Account” in this prospectus supplement above.

If the market value of securities and cash in the reserve account on any distribution date is sufficient, together with Available Funds for such distribution date, to pay the remaining principal amount of and interest accrued on the notes and any unpaid primary servicing fees and administration fees and expenses, these assets will be so applied on that distribution date.

If the amount on deposit in the reserve account on any distribution date after giving effect to all deposits or withdrawals from the reserve account on that distribution date is greater than the Specified Reserve Account Balance for that distribution date, the administrator will instruct the indenture administrator to deposit the amount of the excess into the collection account for distribution on that distribution date.

Amounts held from time to time in the reserve account will continue to be held for the benefit of the noteholders.  Funds will be withdrawn from cash in the reserve account on any distribution date or, in the case of the payment of any primary servicing fee, on any monthly servicing payment date, to the extent that the amount of Available Funds and the amount on deposit in the capitalized interest account on that distribution date or monthly servicing payment date is insufficient to pay any of the items specified in clauses (a) and (b) under “—Distributions—Distributions from the Collection Account” above.  These funds also will be withdrawn at maturity of the notes or on the final distribution upon termination of the issuing entity to the extent that the amount of Available Funds at that time is insufficient to pay the item specified in clause (b) and, in the case of the final distribution upo n termination of the issuing entity, clause (c) under “—Distributions—Distributions from the Collection Account” above.  These funds will be paid from the reserve account to the persons and in the order of priority specified above for distributions out of the collection account.

The reserve account is intended to enhance the likelihood of timely distributions of interest to the noteholders and to decrease the likelihood that the noteholders will experience losses.  In some circumstances, however, the reserve account could be reduced to zero.  Except on the final distribution upon termination of the issuing entity, amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to cover any carryover servicing fee.  Amounts on deposit in the reserve account will be available to pay principal on the notes and accrued interest at the maturity of the notes, and to pay any carryover servicing fee on the final distribution upon termination of the issuing entity.

Capitalized Interest Account.  The capitalized interest account will be created with an initial deposit by the depositor on the closing date of cash in an amount equal to $__________.  The initial deposit will not be replenished.

Amounts held from time to time in the capitalized interest account will be held for the benefit of the noteholders.  If, on any distribution date through the ________ 20__ distribution date, the amount of Available Funds is insufficient to pay the item specified in clause (b) under “—Distributions—Distributions from the Collection Account” above, amounts on deposit in the capitalized interest account on that distribution date will be withdrawn by the indenture administrator to cover those shortfalls, to the extent of funds on deposit therein, and will be allocated in the same order of priority shown under “—Distributions—Distributions from the Collection Account” above.

Funds on deposit in the capitalized interest account on the distribution dates listed in the table below in excess of the corresponding account balance will be transferred to the collection account and included in Available Funds on that distribution date.

Distribution Date	Account Balance
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________

All remaining funds on deposit in the capitalized interest account on the ________ 20__ distribution date will be transferred to the collection account and included in Available Funds on that distribution date.

The capitalized interest account is intended to enhance the likelihood of timely distributions of interest to the noteholders through the ________ 20__ distribution date.

[Potential Future Interest Rate Cap Agreement.  At any time after the closing date, at the direction of the administrator, the issuing entity may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more Eligible Cap Counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any potential future interest rate cap agreement would contain customary and usual terms for such derivative agreements.  Any payment due by the issuing entity to a potential future cap counterparty would be payable only out of funds payable under clause (g) of “—Distributions—Deposits into the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty will be included in Av ailable Funds.  The issuing entity will enter into a potential future interest rate cap agreement only upon satisfaction of the Notice Condition.  It is not anticipated that the issuing entity would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.]

[Credit Enhancement Provider.  Pursuant to Item 1114(b) of Regulation AB, if any credit enhancement provider is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cash flow supporting any offered class of notes, financial data required by Item 301 of Regulation S–K (17 CFR § 229.301) for such credit enhancement provider will be provided.

If any credit enhancement provider is liable or contingently liable to provide payments representing 20% or more of the cash flow supporting any offered class of notes, financial statements meeting the requirements of Regulation S–X (17 CFR § 210.1-01 through 17 CFR § 210.12–29), except 17 CFR § 210.3-05 and Article 11 of Regulation S–X (17 CFR § 210.11-01  through 17 CFR § 210.11-03), of such credit enhancement provider will be provided.]

Issuing Entity Fees and Expenses

Expenses incurred to establish the issuing entity and issue the notes (other than fees that are due to the underwriters) are payable by the depositor.  Such expenses are not paid from proceeds of the sale of the notes.

The table below sets forth the fees payable by or on behalf of the issuing entity after issuance of the notes.

Party	Amount
Servicer	The servicing fee for any month is equal to the sum of (1) the primary servicing fee,(1) which is equal to the lesser of $____ for each borrower or 1/12th of ____% of the outstanding principal amount of the trust student loans and (2) any carryover servicing fee(2).
Administrator(3)	$________ per collection period, payable proportionately in arrears on each distribution date.
Indenture Trustee, Paying Agent and Indenture Administrator(3)	$________ per annum total, payable in advance.
Owner Trustee(3)	$________ per annum, payable in advance.
[Irish Paying Agent(2)	€________ per annum, payable annually in arrears from the date of listing.]

⁽¹⁾  To be paid before any amounts are distributed to the noteholders.

⁽²⁾ Subordinate to amounts payable to the noteholders.

⁽³⁾ At all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity, fees, expenses and/or indemnities up to $__________ per annum in the aggregate to be paid before amounts distributed to the noteholders.  Remaining amounts, if any, will be subordinate to amounts payable to the noteholders.

Determination of Indices

For a discussion of the day count basis, interest rate determination dates, interest rate change dates and possible interest rate indices applicable for the notes, see “Certain Information Regarding the Notes—Determination of Indices” in the accompanying base prospectus.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date on or after the first distribution date when the Pool Balance is 10% or less of the Initial Pool Balance.

The exercise of this purchase option will result in the early retirement of the remaining notes.  The purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining trust student loans as of the end of the preceding collection period, but not less than a prescribed minimum purchase amount and not more than a prescribed maximum purchase amount.

This prescribed minimum purchase amount is the amount that would be sufficient to:

·

pay to noteholders the interest payable on the related distribution date; and

·

reduce the outstanding principal amount of the notes then outstanding on the related distribution date to zero.

The prescribed maximum purchase amount is an amount equal to the fair market value of the remaining trust student loans, including accrued but unpaid interest, as of the end of the related collection period.  See “The Student Loan Pools—Termination” in the accompanying base prospectus.

Auction of Trust Assets

If the servicer does not purchase or arrange for the purchase of all remaining trust student loans on the first distribution date after the date on which the Pool Balance is 10% or less of the Initial Pool Balance, the indenture administrator will engage (at the expense of the issuing entity) a third-party financial advisor, which may be an affiliate of the servicer or the administrator, and which may include an underwriter of the notes, to try to auction any trust student loans remaining in the issuing entity.  The servicer and affiliates of the servicer may make bids to purchase these trust student loans on the trust auction date.  

The trust auction date will be the third business day before the related distribution date.  An auction will be consummated only if the servicer has first waived its optional purchase right.  The servicer will waive its option to purchase the remaining trust student loans if it fails to notify the owner trustee, the indenture trustee and the indenture administrator, in writing, that it intends to exercise its purchase option before the financial advisor, on behalf of the indenture administrator, accepts a bid to purchase the trust student loans.  

If at least two bids are received, the financial advisor, on behalf of the indenture administrator, will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The financial advisor, on behalf of the indenture administrator, will accept the highest of the remaining bids if it equals or exceeds the higher of:

·

the minimum purchase amount described under “—Optional Purchase” above (plus (i) any amounts owed to the servicer as a carryover servicing fee and (ii) the amount necessary to reimburse the indenture administrator and the financial advisor for all of their and their respective agents’ fees, expenses and costs incurred in connection with any such auction); or

·

the fair market value of the trust student loans, including accrued but unpaid interest, as of the end of the related collection period.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed that amount, the financial advisor will not complete the sale.  The indenture administrator at the direction of the depositor will be required to consult with a financial advisor, which may be an affiliate of the servicer or the administrator, and which may include an underwriter of the notes, to determine the fair market value of the trust student loans.  Notwithstanding any cap on fees and expenses described herein, the indenture administrator and the financial advisor will be entitled to the reimbursement of all of their and their respective agents’ fees, expenses and costs in connection with any auction sale whether or not such auction sale is consummated.

The net proceeds of any auction sale will be used to retire any outstanding notes on the related distribution date.

If the sale is not completed, as described above, the financial advisor, on behalf of the indenture administrator, will continue to solicit and re-solicit bids for sale of the trust student loans upon the same terms described above, including the servicer’s waiver of its option to purchase the remaining trust student loans, until the financial advisor has received at least one bid that equals or exceeds the minimum purchase amount described  above.

The financial advisor may or may not succeed in soliciting acceptable bids for the trust student loans either on the trust auction date or subsequently.

If the trust student loans are not sold as described above, on each subsequent distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the Specified Reserve Account Balance, the administrator will direct the indenture administrator to distribute the amount of the excess as accelerated payments of note principal.

See “The Student Loan Pools—Termination” in the accompanying base prospectus.

Upon termination of the issuing entity, any remaining assets of that issuing entity, after giving effect to final distributions to the noteholders, will be transferred to the reserve account and paid as provided under “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement.

STATIC POOLS

Information concerning the static pool performance data of previous private student loan securitizations of the sponsor may be obtained through the following procedure: first, go to the administrator’s Internet site, which is __________; and second, click on the “XLS” file linked to the row named “__________.”  This website presents the static pool performance data of the sponsor’s previous securitizations involving private student loans in the form of published charts.  The information presented with respect to pools that were established prior to January 1, 2006 is not to be deemed a part of this prospectus supplement, the accompanying base prospectus or the related registration statement.  We caution you that this pool of private student loans may not perform in a similar manner to private student loans in other issuing entities.

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE NOTES

The rate of payment of principal of the notes and the yield on the notes will be affected by prepayments on the trust student loans that may occur as described below.  Therefore, payments on the notes could occur significantly earlier than expected.  Consequently, the actual maturity of the notes could be significantly earlier, the average life of the notes could be significantly shorter, and periodic balances could be significantly lower, than expected.  Each trust student loan is prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower’s default, death, disability or bankruptcy and subsequent liquidation or collection of payments with respect thereto.  The rate of those prepayments cannot be predicted and may be influenced by a variety of economic, social, competitive and other factors, including as described below.  In general, the rate of prepa yments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates applicable to the trust student loans.  Prepayments could increase as a result of certain borrower incentive programs, among other factors.  In addition, the depositor is obligated to repurchase trust student loans (or substitute eligible student loans) as a result of breaches of certain of its representations and warranties relating to trust student loans contained in the sale agreement, and the servicer is obligated to purchase (or substitute eligible student loans for) affected trust student loans pursuant to the servicing agreement as a result of breaches of certain covenants with respect to such trust student loans, in each case, where that breach materially adversely affects (individually or in the aggregate) the noteholders and is not cured or the issuing entity is not reimbursed within the applicable cure period.  See “Transfer Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” and “Servicing and Administration—Servicer Covenants” in the accompanying base prospectus.  See “The Student Loan Pools—Termination” in the accompanying base prospectus regarding the servicer’s option to purchase the trust student loans when the Pool Balance is less than or equal to 10% of the Initial Pool Balance and the auction of the trust student loans if the servicer does not exercise that option.

On the other hand, the rate of principal payments and the yield on the notes will be affected by scheduled payments with respect to, and maturities and average lives of, the trust student loans.  These may be lengthened as a result of, among other things, grace periods, deferral periods, forbearance periods, or repayment term or monthly payment amount modifications agreed to by the servicer.  Therefore, payments on the notes could occur significantly later than expected.  Consequently, the actual maturity and weighted average life of the notes could be significantly longer than expected and periodic balances could be significantly higher than expected.  The rate of payment of principal of the notes and the yield on the notes may also be affected by the rate of defaults resulting in losses on defaulted trust student loans which have been liquidated, by the severity of those losses and by the timing of those l osses.  In addition, the maturity of certain of the trust student loans could extend beyond the latest legal maturity date for the notes.

The rate of prepayments on the trust student loans cannot be predicted due to a variety of factors, some of which are described above, and any reinvestment risks resulting from a faster or slower incidence of prepayment of trust student loans will be borne entirely by the noteholders.  Such reinvestment risks may include the risk that interest rates and the relevant spreads above particular interest rate indices are lower at the time noteholders receive payments from the issuing entity than those interest rates and those spreads would otherwise have been if those prepayments had not been made or had those prepayments been made at a different time.

The projected weighted average life, expected maturity date and percentages of remaining principal amount of the notes under various assumed prepayment scenarios may be found under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” included as Exhibit I attached to this prospectus supplement.

[SWAP AGREEMENT]

[Each prospectus supplement will (a) provide the information required by Item 1115(a) with respect to each external swap counterparty and swap agreement, and (b) provide information required under Item 1115(b) for each swap counterparty that provides swap agreements with a Significance Percentage of 10% or more.

Swap counterparty.  The swap counterparty for the swap agreement is __________________.  [Add disclosure regarding the swap counterparty’s organizational form, the general character of such swap counterparty’s business and any required financial disclosure (depending on the applicable Significance Percentage).]

The information in the preceding paragraph has been provided by the swap counterparty.  Except for the foregoing paragraph, the swap counterparty has not been involved in the preparation of, and does not accept responsibility for, this prospectus supplement or the accompanying base prospectus.]

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion and the discussion in the accompanying base prospectus under the caption “Certain U.S. Federal Income Tax Considerations” summarizes the views of Bingham McCutchen LLP on the anticipated material federal income tax consequences of the purchase, ownership, and disposition of the notes.  It is based on the current provisions and interpretations of the Internal Revenue Code of 1986, as amended (the “Code”) and the accompanying Treasury regulations and on current judicial and administrative rulings.  All of these authorities are subject to change and any change can apply retroactively.

The determination of whether the notes are debt for U.S. federal income tax purposes must be made based on the application of the relevant law to the facts and circumstances existing at the time the notes are considered issued for federal income tax purposes.  Bingham McCutchen LLP will deliver an opinion to the issuing entity that for federal income tax purposes, the notes transferred to parties unrelated to the initial trust certificateholder will be characterized as indebtedness.  Bingham McCutchen LLP will also deliver its opinion to the issuing entity that the issuing entity will not be characterized as an association (or publicly traded partnership within the meaning of section 7704 of the Code) taxable as a corporation.

For information reporting purposes, all stated interest on the notes will be assumed to be qualified stated interest for purposes of the Treasury regulations relating to original issue discount (“OID”).  See “Certain U.S. Federal Income Tax Considerations” in the accompanying base prospectus.  Assuming that all interest payable on the notes constitutes qualified stated interest, the notes are not expected to be treated as having been issued with OID for information reporting purposes.  Prospective investors should consult their own tax advisors regarding whether they might be required to report income with respect to the notes as OID.

For tax information reporting purposes, the issuing entity will assume a prepayment assumption equal to ____% PPC, as described under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” included as Exhibit I attached to this prospectus supplement.  No representation is made that the trust student loans will prepay in accordance with that prepayment assumption or in accordance with any other prepayment assumption

Prospective investors in the notes should see “Certain U.S. Federal Income Tax Considerations” in the accompanying base prospectus for a discussion of the application of certain federal income laws to the issuing entity and purchasers of the notes.

Other Taxes

No representations are made regarding the tax consequences of the purchase, ownership or disposition of the notes under any state, local or foreign tax law.  All investors are encouraged to consult their tax advisors regarding the federal, state, local or foreign tax consequences of purchasing, owning or disposing of the notes.

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

On June 3, 2003, the European Council of Economics and Finance Ministers (ECOFIN) agreed on proposals under which Member States will be required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be required to operate a withholding system in relation to those payments (the ending of that transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries).  The proposals took effect on July 1, 2005.

The Directive has been enacted into Irish legislation.  Since January 1, 2004, where any person in the course of a business or profession carried on in Ireland makes an interest payment to, or secures an interest payment for the immediate benefit of, the beneficial owner of that interest, where that beneficial owner is an individual, that person must, in accordance with the methods prescribed in the legislation, establish the identity and residence of that beneficial owner.  Where such a person makes such a payment to a “residual entity” then that interest payment is a “deemed interest payment” of the “residual entity” for the purpose of this legislation.  A “residual entity,” in relation to “deemed interest payments,” must, in accordance with the methods prescribed in the legislation, establish the identity and residence of the beneficial owners of the interest p ayments received that are comprised in the “deemed interest payments.”

“Residual entity” means a person or undertaking established in Ireland or in another Member State or in an “associated territory” to which an interest payment is made for the benefit of a beneficial owner that is an individual, unless that person or undertaking is within the charge to corporation tax or a tax corresponding to corporation tax, or it has, in the prescribed format for the purposes of this legislation, elected to be treated in the same manner as an undertaking for collective investment in transferable securities within the meaning of the UCITS Directive 85/611/EEC, or it is such an entity or it is an equivalent entity established in an “associated territory,” or it is a legal person (not being an individual) other than certain Finish or Swedish legal persons that are excluded from the exemption from this definition in the European Union Directive on the Taxation of Savings Incom e.

Procedures relating to the reporting of details of payments of interest (or similar income) made by any person in the course of a business or profession carried on in Ireland, to beneficial owners that are individuals or to residual entities resident in another Member State or an “associated territory” and procedures relating to the reporting of details of deemed interest payments made by residual entities where the beneficial owner is an individual resident in another Member State or an “associated territory,” will apply from a date not earlier than July 1, 2005 to be specified by the Minister for Finance of Ireland.  For the purposes of these paragraphs “associated territory” means Andorra, Aruba, Netherlands Antilles, Jersey, Gibraltar, Guernsey, Isle of Man, Anguilla, British Virgin Islands, Cayman Islands, Montserrat, Liechtenstein, Monaco, San Marino, the Swiss Confederation, and Turks a nd Caicos Islands.

Prospective investors in the notes should consult their professional advisers on the tax implications of the purchase, holding, redemption or sale of the notes and the receipt of interest thereon under the laws of their country of residence, citizenship or domicile.

CERTAIN ERISA CONSIDERATIONS

General

Section 406 of ERISA prohibits, and Section 4975 of the Code imposes adverse tax consequences on, certain transactions between a pension, profit-sharing or other employee benefit plan, including a so-called “Keogh” plan, an individual retirement account or an educational savings account to which they are applicable, or any entity deemed to hold the assets of the foregoing (each, a “Plan”), and persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan.  A violation of these “prohibited transaction” rules may result in an excise tax and other penalties and liabilities under ERISA and the Code for such persons.

Certain transactions involving the assets of a trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased securities issued by that trust if assets of the trust were deemed to be assets of the Plan.  Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation”), the assets of a trust would be treated as plan assets of the Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the trust and none of the exceptions contained in the Plan Assets Regulation was applicable.  An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

Purchases of the Notes

Although there is little guidance on the subject, the notes transferred to parties unrelated to the initial trust certificateholder should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of the notes that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features.  Based upon the foregoing and other considerations, subject to the considerations described below, the notes may be purchased by a Plan.

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements but may be subject to federal, state, local or foreign laws substantially similar to ERISA or the Code (“Similar Law”).  Such plans, together with Plans, are referred to herein as “Benefit Plans.”

For a further discussion of these issues, see “Certain ERISA Considerations” in the accompanying base prospectus.

Each purchaser and transferee of a note will be deemed to represent that either (i) it is not a Benefit Plan or (ii) it is a Benefit Plan and its acquisition and holding of such note will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code which is not covered under an applicable statutory or administrative exemption, and will not cause a non-exempt violation of any Similar Law and will be deemed to further represent that it will not transfer such note in violation of the foregoing.

Prospective Benefit Plan investors should consult with their legal advisors concerning the impact of ERISA and Section 4975 of the Code or any other substantially similar applicable law, the effect of the assets of the issuing entity being deemed “plan assets” and the applicability of any applicable exemption prior to making an investment in the notes. Each Benefit Plan fiduciary should determine whether under the fiduciary standards of investment prudence and diversification, an investment in the notes is appropriate for the Benefit Plan, also taking into account the overall investment policy of the Benefit Plan and the composition of the Benefit Plan’s investment portfolio.

REPORTS TO NOTEHOLDERS

Quarterly distribution reports and annual servicing and administration reports concerning the issuing entity will be made available to noteholders by the indenture administrator via its internet website.  The indenture administrator’s internet website initially will be located at __________.  Assistance in using the website can be obtained by calling the indenture administrator’s customer service desk at __________.  Noteholders that are unable to use the above distribution option may have a paper copy mailed to them via first class mail by calling the indenture administrator’s customer service desk and making a request therefor.  The indenture administrator may change the way such reports are distributed in order to make such distribution more convenient and/or more accessible to the noteholders and the indenture administrator will provide timely and adequate notification to all noteholders r egarding any such changes.  The indenture administrator will not be liable for the dissemination of information in accordance with the indenture.  The indenture administrator will be entitled to rely on, but shall not be responsible for, the content or accuracy of the reports to noteholders and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.  The first quarterly distribution report is expected to be available by __________, 20__.  See “Reports to Noteholders” in the accompanying base prospectus for additional information regarding reports to noteholders.

Except in very limited circumstances, you will not receive these reports directly from the issuing entity.  Instead, you will receive them through Cede & Co., as nominee of DTC and registered holder of the notes.  See “Certain Information Regarding the Notes—Book-Entry Registration” in the accompanying base prospectus.

UNDERWRITING

The notes listed below are offered by the underwriters, subject to receipt and acceptance by the underwriters and subject to their right to reject any order in whole or in part.  It is expected that the notes will be ready for delivery in book-entry form only through the facilities of DTC, Clearstream and the Euroclear System, on or about __________, 20__, against payment in immediately available funds.

Subject to the terms and conditions in the underwriting agreement dated __________, 20__, the depositor has agreed to cause the issuing entity to sell to the underwriters, and the underwriters have severally agreed to purchase, the entire principal amount of the notes shown opposite their names below.

Underwriter	Class A Notes
__________	$__________
__________	$__________
__________	$__________
__________	$__________
Total	$__________

The underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all of the notes listed above if any of the notes are purchased.  The underwriters have advised the depositor that they propose initially to offer the notes to the public at the prices listed below, and to certain dealers at these prices less concessions not in excess of the concessions listed below.  The underwriters may allow and such dealers may reallow concessions to other dealers not in excess of the reallowances listed below.  After the initial public offering, these prices and concessions may be changed.

	Initial Public Offering Price	Underwriting Discount	Proceeds to The Depositor	Concession	Reallowance
Per Class A Note	100%	____%	____%	____%	____%
Total	$__________	$__________	$__________

The prices and proceeds shown in the table do not include any accrued interest.  The actual prices and proceeds will include interest, if any, from the closing date.  The proceeds shown are before deducting estimated expenses of $__________ payable by the depositor.

The depositor and SLC have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The notes are new issues of securities with no established trading market.  The depositor has been advised by the underwriters that the underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice.  No assurance can be given as to the liquidity of the trading market for the notes.

[__________ is an affiliate of SLC.  Affiliates of the issuing entity expect to enter into market-making transactions in the securities and may act as principal or agent in any of these transactions.  Any such purchases or sales will be made at prices related to prevailing market prices at the time of sale.]

In the ordinary course of its business, the underwriters and certain of their affiliates have in the past, and may in the future, engage in commercial and investment banking activities with SLC, the depositor and their respective affiliates.

The issuing entity may, from time to time, invest the funds in the trust accounts in eligible investments acquired from the underwriters.

During and after the offering, the underwriters may engage in transactions, including open market purchases and sales, to stabilize the prices of the notes.

The underwriters, for example, may over-allot the notes for the account of the underwriting syndicate to create a syndicate short position by accepting orders for more notes than are to be sold.

In addition, the underwriters may impose a penalty bid on the broker-dealers who sell the notes.  This means that if an underwriter purchases notes in the open market to reduce a broker-dealer’s short position or to stabilize the prices of the notes, it may reclaim the selling concession from the broker-dealers who sold those notes as part of the offering.

In general, over-allotment transactions and open market purchases of the notes for the purpose of stabilization or to reduce a short position could cause the price of a note to be higher than it might be in the absence of such transactions.

Each underwriter has represented and agreed that:

·

it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business;

·

it has not offered or sold and will not offer or sell the notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”);

·

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the FSMA, received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuing entity; and

·

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

No action has been or will be taken by the depositor or the underwriters that would permit a public offering of the notes in any country or jurisdiction other than in the United States, where action for that purpose is required.  Accordingly, the notes may not be offered or sold, directly or indirectly, and neither the initial free-writing prospectus dated __________, 20__, the base prospectus, the term sheet dated __________, 20__ (collectively, the “pre-pricing disclosure package”), this prospectus supplement nor any circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.  Persons into whose hands all or any part of the pre-pricing disclosure package comes are required by the depositor and the underwriters to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver the notes or have in their possession or distribute such pre-pricing disclosure package, in all cases at their own expense.

[The depositor has not authorized any offer of the notes to the public in the United Kingdom within the meaning of the FSMA.  The notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of these regulations or otherwise in compliance with all applicable provisions of these regulations and the FSMA.]

LISTING AND GENERAL INFORMATION

[Application will be made to The Irish Stock Exchange Limited for the notes to be admitted to the Official List and to trading on its regulated market.  There can be no assurance that such listing will be obtained.

For so long as the notes are listed on The Irish Stock Exchange Limited from the date of this prospectus supplement, all of the material contracts referred to herein and in the accompanying base prospectus, including the indenture, the sale agreement, the purchase agreement, the servicing agreement, the trust agreement, the administration agreement and other basic documents will be made available for inspection at the principal office of the depositor, where electronic or physical copies thereof may be obtained upon request.  Once the notes have been listed, trading may be effected on The Irish Stock Exchange Limited.  The Irish Stock Exchange Limited will also be advised if the notes are delisted.]

The notes, the indenture, the sale agreement, the purchase agreement, the servicing agreement and the administration agreement are governed by the laws of the State of New York.  The trust agreement is governed by the laws of the State of Delaware.  

The depositor has taken all reasonable care to confirm that the information contained in this prospectus supplement and the accompanying base prospectus is true and accurate in all material respects.  In relation to the depositor, the issuing entity, SLC and the notes, the depositor accepts full responsibility for the accuracy of the information contained in this prospectus supplement and the accompanying base prospectus.  Having made all reasonable inquiries, the depositor confirms that, to the best of its knowledge, there have not been omitted material facts the omission of which would make misleading any statements of fact or opinion contained in this prospectus supplement or the accompanying base prospectus, when taken as a whole.

The depositor confirms that there has been no material adverse change in the assets of the issuing entity since __________, 20__, which is the statistical cutoff date, and the date of the information with respect to the assets of the issuing entity set forth in this prospectus supplement.

The indenture administrator will serve as the registrar for the notes.  The address for the indenture administrator is __________.

[It is expected that total expenses relating to the application for admission of the notes to the Official List of The Irish Stock Exchange Limited and to trading on its regulated market will be approximately €__________.]

LEGAL PROCEEDINGS

As of the date of this prospectus supplement, none of the depositor, SLC, the indenture trustee or the owner trustee are involved in any governmental, legal or arbitration proceeding relating to the issuance of the notes that could be considered to be material to the noteholders.  We are not aware of any proceedings relating to the issuance of the notes, whether pending or threatened.

RATINGS OF THE NOTES

The notes are required to be rated ____ by Moody’s, ____ by S&P and ____ by Fitch on the closing date.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

LEGAL MATTERS

Bingham McCutchen LLP, as counsel to the issuing entity, SLC, the servicer, the depositor and the administrator, will give opinions on specified legal matters for the issuing entity, SLC, the depositor, the servicer and the administrator.  Bingham McCutchen LLP will give an opinion on specified federal income tax matters for the issuing entity.  __________ as Delaware counsel for the issuing entity, will give an opinion on specified legal matters for the issuing entity.  Stroock & Stroock & Lavan LLP also will give opinions on specified legal matters for the underwriters.

GLOSSARY FOR PROSPECTUS SUPPLEMENT

“Adjusted Pool Balance” means, for any distribution date, (i) if the Pool Balance as of the last day of the related collection period is greater than 40% of the Initial Pool Balance, the sum of that Pool Balance, the amount on deposit in the capitalized interest account (after any distributions from that account), and the Specified Reserve Account Balance for that distribution date, or (ii) if the Pool Balance as of the last day of the related collection period is less than or equal to 40% of the Initial Pool Balance, the sum of that Pool Balance and the amount on deposit in the capitalized interest account (after any distributions from that account).

“Available Funds” means, as to a distribution date or any related monthly servicing payment date, the sum of the following amounts received with respect to that distribution date or the related collection period or, in the case of a monthly servicing payment date, the applicable portion of these amounts:

·

all collections on the trust student loans;

·

all proceeds of the liquidation of defaulted trust student loans which were liquidated during that collection period in accordance with the servicer’s customary servicing procedures, net of expenses incurred by the servicer related to their liquidation and any amounts required by law to be remitted to the borrower on the liquidated student loans, and all recoveries on liquidated student loans which were written off in prior collection periods or during that collection period;

·

the aggregate purchase amounts received during that collection period for those trust student loans repurchased by the depositor or purchased by the servicer;

·

the aggregate purchase amounts received during that collection period for those trust student loans purchased by SLC;

·

investment earnings for that distribution date earned on amounts on deposit in each trust account;

·

amounts transferred into the collection account from the capitalized interest account on that distribution date;

·

amounts transferred from the reserve account in excess of the Specified Reserve Account Balance as of that distribution date; and

·

[all amounts received by the issuing entity from any potential future cap counterparty, or otherwise under any potential future interest rate cap agreement, for deposit into the collection account for that distribution date;]

provided, that if on any distribution date there would not be sufficient funds, after application of Available Funds, as defined above, and application of amounts available from the capitalized interest account and the reserve account, to pay any of the items specified in clauses (a) and (b) under “Description of the Notes—Distributions—Distributions from the Collection Account,” then Available Funds for that distribution date will include, in addition to the Available Funds as defined above, amounts on deposit in the collection account, or amounts held by the administrator, or which the administrator reasonably estimates to be held by the administrator, for deposit into the collection account which would have constituted Available Funds for the distribution date succeeding that distribution date, up to the amount necessary to pay those items, and the Available Funds for the succeeding distribution date will be adjusted accordingly.

“Defaulted Loan” means a trust student loan which has become 120 days or more past due at the end of a calendar month.

“DTC” means The Depository Trust Company, or any successor thereto.

[“Eligible Cap Counterparty” means an entity engaged in the business of entering into derivative instrument contracts that meets the then published criteria of the rating agencies for a cap counterparty to be eligible to provide interest rate caps to transactions similar to this transaction, or that otherwise satisfies the Notice Condition.]

“Fitch” means Fitch, Inc., also known as Fitch Ratings, or any successor rating agency.

“Initial Pool Balance” means the Pool Balance as of the closing date.

“Interest Distribution Amount” means, for any distribution date, the sum of:

·

the amount of interest accrued at the note interest rate for the related accrual period on the outstanding principal amount of the notes immediately preceding such distribution date, and

·

the Note Interest Shortfall for that distribution date.

“Moody’s” means Moody’s Investors Service, Inc., or any successor rating agency.

“Note Interest Shortfall” means, for any distribution date, the excess of:

·

the Interest Distribution Amount on the preceding distribution date, over

·

the amount of interest actually distributed with respect to the notes on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for the notes from that preceding distribution date to the current distribution date.

“Notice Condition” means, with respect to any intended action, (i) that after ____ business days’ prior written notice thereof, Moody’s has not notified the administrator, the servicer, the owner trustee, the indenture trustee or the indenture administrator that such intended action would result, in and of itself, in the reduction or withdrawal of its then-current rating of the notes, (ii) that after ____ days’ prior written notice thereof, Fitch has not notified the administrator, the servicer, the owner trustee, the indenture trustee or the indenture administrator that such intended action would result, in and of itself, in the reduction or withdrawal of its then-current rating of the notes and (iii) that S&P has notified the administrator, the servicer, the owner trustee, the indenture trustee or the indenture administrator in writing that such intended action will not result, in and of itself, in the reduction or withdrawal of its then-current rating of the notes.

“Pool Balance” means, means, as of the last day of a collection period, the aggregate principal balance of the trust student loans as of the opening of business on the first day of such collection period, including accrued interest as of the opening of business on the first day of such collection period that is expected to be capitalized, plus interest and fees that accrue during such collection period that are capitalized or are to be capitalized and which were not included in the prior Pool Balance, as reduced by the sum of:

·

all payments allocable to principal and received by the issuing entity through the last day of such collection period from borrowers (other than Recoveries);

·

all amounts allocable to principal and received by the issuing entity through that date for trust student loans repurchased by the depositor or the seller or purchased by the servicer; and

·

the aggregate principal balance of all trust student loans that became Defaulted Loans during such collection period.

“Principal Distribution Amount” means, with respect to any distribution date, (a) an amount equal to the excess, if any, of (i) the principal amount of the notes immediately prior to such distribution date, over (ii) the difference between (A) the Adjusted Pool Balance and (B) the Specified Overcollateralization Amount for such distribution date or (b) following the occurrence of an event of default for breach of representation or warranty or default in the performance of covenants or agreements of the issuing entity and the subsequent acceleration of the maturity of the notes in accordance with the terms of the indenture, the outstanding principal amount of the notes.  However, on the stated maturity date of the notes, the Principal Distribution Amount will be the amount needed to reduce the outstanding principal amount of the notes to zero.

“Recoveries” means, as of any date of determination, all amounts received by the issuing entity in respect of a Defaulted Loan after such trust student loan became a Defaulted Loan.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor rating agency.

[“Significance Estimate” means, as of the closing date, with respect to the swap agreement, the reasonable good faith estimate of the maximum probable exposure of the issuing entity to the swap counterparty, which estimate is made in the same manner as that utilized in the sponsor’s internal risk management process for similar instruments.]

[“Significance Percentage” means, as of the closing date, the percentage that the Significance Estimate represents of the notes.]

“Specified Overcollateralization Amount” means, with respect to any distribution date, an amount equal to ____% of the Adjusted Pool Balance.

“Specified Reserve Account Balance” means, for any distribution date, the greater of:

(a)

____% of the Pool Balance as of the close of business on the last day of the related collection period; or

(b)

$__________;

provided, that in no event will that balance exceed the outstanding principal amount of the notes.

EXHIBIT I

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES

AND EXPECTED MATURITIES OF THE NOTES

Prepayments on pools of student loans can be measured or calculated based on a variety of prepayment models.  The models used to calculate prepayments in this prospectus supplement are the pricing prepayment curve (“PPC”) model and the constant percentage prepayment rate (“CPR”) model.  The following tables show, for each class of notes, the weighted average lives, expected maturities and percentages of the original principal amount remaining at certain distribution dates based on various assumptions.

PPC Assumptions

The PPC model assumes that:

·

Student loans will prepay at an annual rate of 1/12th of ____% in the first month after origination;

·

The prepayment rate will increase by an annual rate of 1/12th of ____% per month up to the ____ month after origination; and

·

The monthly prepayment rate will be constant at ____% per annum in the ____ month after origination and in all subsequent months.

This assumption is called “____% PPC.”  For example, at 100% PPC, student loans with a loan age of ____ months are assumed to prepay at ____% CPR; at ____% PPC, student loans with a loan age of ____ months are assumed to prepay at ____% CPR; at ____% PPC, student loans with a loan age of ____ months are assumed to prepay at ____% CPR; and so forth. The following table illustrates the CPR in effect for the indicated months of seasoning at various percentages of PPC.

Constant Prepayment Rate

	Number of Months Seasoning
Percentage of PPC	____	____	____	____	____
____%	____%	____%	____%	____%	____%
____%	____%	____%	____%	____%	____%
____%	____%	____%	____%	____%	____%
____%	____%	____%	____%	____%	____%

CPR Assumptions

The CPR assumes that student loans will prepay in each month according to the following formula:

Monthly Prepayments = Balance After Scheduled Payments x (1-(1-CPR)^1/12)

Accordingly, monthly prepayments assuming a $1,000 balance after scheduled payments would be as follows for various CPR examples:

CPR	____%	____%	____%	____%	____%
Monthly Prepayment	$____	$____	$____	$____	$____

Other Assumptions

For purposes of the PPC model and the CPR model, it is assumed, among other things, that:

·

the statistical cutoff date for the trust student loans is as of __________, 20__;

·

the closing date will be on __________, 20__;

·

all trust student loans (as grouped within the “rep lines” described below) are in repayment status with accrued interest having been capitalized upon entering repayment;

·

no trust student loan moves from repayment to any other status;

·

no delinquencies or defaults occur on any of the trust student loans, no repurchases for breaches of representations, warranties or covenants occur, and all borrower payments are collected, in full, on the 1st day of each month;

·

quarterly distributions begin on __________, 20__, and payments are made quarterly on the ____ day of every ________, ________, ________ and ________ thereafter, whether or not the ____ is a business day;

·

the interest rate for the notes is a constant rate of three-month LIBOR plus the applicable spread, which on all distribution dates will sum to an interest rate of ____%;

·

a servicing fee equal to the lesser of the product of $____ (increasing by ____% per annum) and the number of borrowers as of the first day of the preceding month and 1/12th of an amount equal to ____% of the outstanding principal amount of the trust student loans as of the last day of the preceding calendar month;

·

total quarterly expenses of the issuing entity are equal to $__________ and are paid quarterly by the issuing entity beginning in ________ 20__;

·

the reserve account has an initial balance equal to $__________ and at all times a balance equal to the greater of (1) ____% of the Pool Balance as of the close of business on the last day of the related collection period, and (2) $__________;

·

the collection account has an initial current balance equal to $__________;

·

the capitalized interest account has an initial balance equal to $__________, and funds on deposit in the capitalized interest account on the distribution dates listed below in excess of the corresponding account balance will be transferred to the collection account and included in available funds on that distribution date;

Distribution Date	Account Balance
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________

·

all payments are assumed to be made at the end of the month and amounts on deposit in the collection account, the capitalized interest account and reserve account, including reinvestment income earned in the previous month, net of servicing fees, are reinvested in eligible investments at the assumed reinvestment rate of ____% per annum through the end of the collection period and, reinvestment earnings are available for distribution from the prior collection period;

·

the weighted average loan age is ____ months;

·

prepayments on the trust student loans are applied monthly in accordance with PPC or CPR, as the case may be, as described above;

·

an optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance falls below 10% of the Initial Pool Balance; and

·

the pool of trust student loans consists of ____ representative loans (“rep lines”), which have been created for modeling purposes from individual trust student loans based on combinations of similar individual student loan characteristics, which include, but are not limited to, loan status, interest rate, loan type, index, margin, rate cap and remaining term.

The following tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the rep lines, which will differ from the characteristics and performance of the actual pool of trust student loans) and should be read in conjunction therewith.  In addition, the diverse characteristics, remaining terms and loan ages of the trust student loans could produce slower or faster principal payments than implied by the information in here, even if the dispersions of weighted average characteristics, remaining terms and loan ages are the same as the assumed characteristics, remaining terms and loan ages.

The PPC Model

The PPC model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The student loans will not prepay at any constant percentage of PPC, nor will all of the student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

This model shows the weighted average remaining lives and expected maturity dates of the notes at each payment date under various PPC scenarios.

Weighted Average Lives and Expected Maturity Dates of the Notes
at Various PPCs⁽¹⁾

Weighted Average Life (years)(2)	____%	____%	____%	____%	____%
Class A notes	____	____	____	____	____

Expected Maturity Date	____%	____%	____%	____%	____%
Class A notes	__________, 20__	__________, 20__	__________, 20__	__________, 20__	__________, 20__

 ⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the date on which the Pool Balance falls below 10% of the Initial Pool Balance.

⁽²⁾

The weighted average life of the notes (assuming a 360-day year consisting of twelve 30-day months) is determined by:  (1) multiplying the amount of each principal payment on the applicable class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the aggregate principal amount of the applicable class of notes as of the closing date.

Class A Notes

Percentages of Original Principal of the Notes Remaining at Certain Distribution
Dates at Various PPC Percentages⁽¹⁾

Distribution Date	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%

⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance falls below 10% of the Initial Pool Balance.

The CPR Model

The CPR is stated as an annualized rate and is calculated as the percentage of principal outstanding at the beginning of a period (after applying scheduled payments) that prepays during that period.

The CPR model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The trust student loans will not prepay at any constant CPR, nor will all of the trust student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

The below models show the weighted average remaining lives and expected maturity dates of the notes at each payment date under various CPR scenarios.

Weighted Average Lives and Expected Maturity Dates of the Notes
at Various CPRs⁽¹⁾

Weighted Average Life (years)(2)	____%	____%	____%	____%	____%
Class A notes	____	____	____	____	____

Expected Maturity Date	____%	____%	____%	____%	____%
Class A notes	__________, 20__	__________, 20__	__________, 20__	__________, 20__	__________, 20__

 ⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the date on which the Pool Balance falls below 10% of the Initial Pool Balance.

⁽²⁾

The weighted average life of the notes (assuming a 360-day year consisting of twelve 30-day months) is determined by:  (1) multiplying the amount of each principal payment on the applicable class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the aggregate principal amount of the applicable class of notes as of the closing date.

Class A Notes

Percentages of Original Principal of the Notes Remaining at Certain Distribution
Dates at Various CPR Percentages⁽¹⁾

Distribution Date	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%

⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance falls below 10% of the Initial Pool Balance.

PRINCIPAL OFFICES
DEPOSITOR
SLC Student Loan Receivables I, Inc. 750 Washington Boulevard, 9th Floor Stamford, Connecticut  06901
ADMINISTRATOR AND SERVICER
The Student Loan Corporation 750 Washington Boulevard, 9th Floor Stamford, Connecticut  06901
SLC PRIVATE STUDENT LOAN TRUST 20__-__
__________, as Indenture Trustee __________ __________		Citibank, N.A., as Indenture Administrator 388 Greenwich Street, 14th Floor New York, New York  10013
__________, as Owner Trustee __________ __________		Citibank, N.A., as Note Registrar 111 Wall Street, 15th Floor Window New York, New York  10005
[IRISH PAYING AGENT]
__________ __________ __________
[IRISH LISTING AGENT]
__________ __________ __________
LEGAL ADVISORS TO THE DEPOSITOR, THE ISSUING ENTITY, THE ADMINISTRATOR AND THE SERVICER
Bingham McCutchen LLP One Battery Park Plaza New York, New York  10004
__________ __________ __________
LEGAL ADVISORS TO UNDERWRITERS
Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York  10038
	UNDERWRITERS
	__________ __________ __________
__________ __________ __________	__________ __________ __________		__________ __________ __________

$__________

Student Loan Asset-Backed Notes

SLC Private Student Loan Trust 20__-__
Issuing Entity

SLC Student Loan Receivables I, Inc.
Depositor

The Student Loan Corporation
Sponsor, Seller, Servicer and Administrator

PROSPECTUS SUPPLEMENT

	__________
	Lead Manager
__________	__________	__________
	Co-Managers

__________, 20__

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus.  We have not authorized anyone to provide you with different information.

We are not offering notes in any state or other jurisdiction where the offer is not permitted.

We represent the accuracy of the information in this prospectus supplement and prospectus only as of the dates of their respective covers.

Until 90 days after the date of this prospectus supplement, all dealers that effect transactions in the notes, whether or not participating in this offering, may be required to deliver a prospectus supplement and prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus supplement and prospectus when acting as an underwriter and with respect to its unsold allotment or subscription.

SUBJECT TO COMPLETION, DATED __________, 20__

The information in this prospectus supplement is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus supplement is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus Supplement to Prospectus dated __________, 20__

$__________

Student Loan Asset-Backed Notes

SLC Student Loan Trust 20__-__
Issuing Entity

SLC Student Loan Receivables I, Inc.
Depositor

The Student Loan Corporation
Sponsor, Seller, Servicer and Administrator

On or about __________, 20__, the issuing entity will issue the following class of notes:

Class	Original Principal Amount	Interest Rate	Maturity	Initial Public Offering Price	Underwriting Discount	Proceeds to The Depositor
A Notes	$__________	3-month LIBOR plus ____%	__________, 20__	100%	____%	____%

The issuing entity will make payments primarily from collections on a pool of consolidation student loans made under the Federal Family Education Loan Program (also known as “FFELP”) which had an aggregate principal balance, including accrued interest to be capitalized, of approximately $__________ as of __________, 20__.  Interest and principal will be paid to the applicable noteholders quarterly on the __ of each ________, ________, ________ and ________, beginning in ________ 20__.  Initial credit enhancement for the notes will consist of excess interest on the trust student loans, cash on deposit in a reserve account and, until the distribution date in ________ 20__, the capitalized interest account.  The notes are LIBOR-based notes.  A description of how LIBOR is determined appears under “Description of the Notes—Determination of LIBOR” in this prospectus supplement.

We are offering the notes through the underwriters at the prices shown above.  We are not offering the notes in any state or other jurisdiction where the offer is prohibited.  [Application will be made to The Irish Stock Exchange Limited for the notes to be admitted to the Official List and to begin trading on its regulated market.  There can be no assurance that such a listing will be obtained.  The issuance and settlement of the notes is not conditioned on the listing of the notes on The Irish Stock Exchange Limited.]

We expect the proceeds to the depositor from the sale of the notes to be $__________, before deducting expenses payable by the depositor estimated to be $__________.

You should consider carefully the risk factors beginning on page S-10 of this prospectus supplement and on page 18 of the accompanying base prospectus.  The notes are asset-backed securities and are obligations of the issuing entity, which is a trust.  They are not obligations of or interests in The Student Loan Corporation, the depositor or any of their affiliates.  The notes are not guaranteed or insured by the United States or any governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined whether this prospectus supplement or the accompanying base prospectus is accurate or complete.  Any contrary representation is a criminal offense.

	__________
	Lead Manager
__________	__________	__________
	Co-Managers

__________, 20__

TABLE OF CONTENTS

SUMMARY OF PARTIES TO THE TRANSACTION

iii

PAYMENT FLOWS AND DELIVERIES

iv

SUMMARY

S-1

RISK FACTORS

S-10

DEFINED TERMS

S-12

FORMATION OF THE ISSUING ENTITY

S-12

The Issuing Entity

S-12

Eligible Lender Trustee

S-14

ADDITIONAL INFORMATION CONCERNING OTHER PRINCIPAL PARTIES

S-15

Owner Trustee

S-15

Indenture Trustee

S-16

Sub-servicer

S-16

THE SELLER

S-16

USE OF PROCEEDS

S-17

THE TRUST STUDENT LOAN POOL

S-17

General

S-17

Eligible Trust Student Loans

S-17

Characteristics of the Trust Student Loans

S-18

Insurance of Trust Student Loans; Guarantors of Trust Student Loans

S-26

[Significant Guarantors]

S-27

Cure Period for Trust Student Loans

S-27

Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Issuing Entities

S-28

RECENT DEVELOPMENTS

S-28

DESCRIPTION OF THE NOTES

S-29

General

S-29

The Notes

S-29

Determination of LIBOR

S-30

Notice of Interest Rates

S-30

Additional Information Concerning Accounts and Eligible Investments

S-31

Servicing Compensation

S-31

Additional Information Concerning Servicing Procedures

S-31

Additional Information Concerning Payments on Student Loans

S-32

Additional Information Concerning Servicer Covenants

S-32

Distributions

S-32

Distributions Following an Event of Default and Acceleration of the Maturity of the Notes

S-33

Voting Rights and Remedies

S-33

Credit Enhancement

S-33

Issuing Entity Fees and Expenses

S-35

Determination of Indices

S-36

Optional Purchase

S-36

Auction of Trust Assets

S-36

STATIC POOLS

S-37

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF
THE NOTES

S-38

[SWAP AGREEMENT]

S-38

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-39

Other Taxes

S-39

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

S-39

CERTAIN ERISA CONSIDERATIONS

S-40

General

S-40

Purchases of the Notes

S-40

REPORTS TO NOTEHOLDERS

S-41

UNDERWRITING

S-41

LISTING AND GENERAL INFORMATION

S-43

LEGAL PROCEEDINGS

S-44

RATINGS OF THE NOTES

S-44

LEGAL MATTERS

S-44

GLOSSARY FOR PROSPECTUS SUPPLEMENT

S-45

EXHIBIT I: PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED
MATURITIES OF THE NOTES

I-1

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING BASE PROSPECTUS

We provide information to you about the notes in two separate sections of this document that provide progressively more detailed information.  These two sections are:

·

the accompanying base prospectus, which begins after the end of this prospectus supplement and provides general information, some of which may not apply to your notes; and

·

this prospectus supplement, which describes the specific terms of the notes.

We have not authorized anyone to provide you with different information.  We sometimes refer to the base prospectus as the accompanying base prospectus.  You should read both this prospectus supplement and the accompanying base prospectus to understand the notes.

For your convenience, we include cross-references in this prospectus supplement and in the accompanying base prospectus to captions in these materials where you can find related information.  The Table of Contents on page i of this prospectus supplement and on pages 3 and 4 of the accompanying base prospectus provide the pages on which you can find these captions.

Affiliates of the issuing entity may enter into market-making transactions in the notes and may act as principal or agent in any of these transactions.  Any such purchases or sales will be made at prices related to prevailing market prices at the time of sale.

NOTICE TO INVESTORS

Certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items.  These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results.  Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control.  Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

[The notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.]

[IRISH STOCK EXCHANGE INFORMATION]

[In connection with the proposed listing of the notes on the Official List of The Irish Stock Exchange Limited, the depositor accepts responsibility for the information contained in this prospectus supplement and the accompanying base prospectus.  To the best of the depositor’s knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this prospectus supplement and the accompanying base prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Reference in this prospectus supplement and the accompanying base prospectus to any website addresses set forth in this prospectus supplement and the accompanying base prospectus will not be deemed to constitute a part of this prospectus supplement and the accompanying base prospectus filed with the Irish Stock Exchange Limited in connection with the listing of the notes.]

SUMMARY OF PARTIES TO THE TRANSACTION

This chart provides only a simplified overview of the relations between the principal parties to the transaction.  Refer to this prospectus supplement for a further description.

Affiliations, Certain Relationships and Related Transactions

·

The depositor, SLC Student Loan Receivables I, Inc., is a wholly-owned, special-purpose subsidiary of the sponsor, The Student Loan Corporation (which we sometimes refer to as “SLC”);

·

SLC is also the seller, servicer and administrator.  SLC is an 80% owned subsidiary of Citibank, N.A., which is the eligible lender trustee, indenture administrator and paying agent;

·

Citibank, N.A. is an affiliate of the sub-servicer, Citibank (South Dakota), National Association; and

·

The sub-servicer is an affiliate of the sponsor and the depositor.

There are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary 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 material to noteholders other than as described in this prospectus supplement and the accompanying base prospectus between or among the sponsor and the issuing entity and any other principal party.

PAYMENT FLOWS AND DELIVERIES

SUMMARY

This summary highlights selected information about the notes.  It does not contain all of the information that you might find important in making your investment decision.  It provides only an overview to aid your understanding and is qualified by the full description of the information contained in this prospectus supplement and the accompanying base prospectus.  You should read the full description of this information appearing elsewhere in this prospectus supplement and in the accompanying base prospectus to understand all of the terms of the offering of the notes.

Principal Parties

Issuing Entity

SLC Student Loan Trust 20__-__, a special-purpose Delaware statutory trust created under a trust agreement dated as of __________, 20__.  We sometimes refer to the issuing entity as the “trust” in this prospectus supplement. See “Formation of the Issuing Entity—The Issuing Entity” in this prospectus supplement.

Depositor

SLC Student Loan Receivables I, Inc.  The depositor will sell the trust student loans to the eligible lender trustee on behalf of the issuing entity and will make representations and warranties to the issuing entity concerning the trust student loans.  See “The Student Loan Corporation, the Depositor, the Sub-Servicer and the Sub-Administrator—The Depositor” and “Transfer Agreements” in the accompanying base prospectus.

Sponsor, Seller, Servicer

and Administrator

The Student Loan Corporation.  SLC will sell the trust student loans to the depositor and will make representations and warranties to the depositor concerning the trust student loans.   See “Transfer Agreements” in the accompanying base prospectus and “The Seller” in this prospectus supplement.  SLC will also act as (i) servicer under the servicing agreement, responsible for servicing, maintaining custody of and making collections on the trust student loans, and (ii) administrator of the issuing entity pursuant to an administration agreement.  See “Servicing and Administration” in the accompanying base prospectus.

Sub-servicer

Citibank (South Dakota), National Association, or “Citibank SD.”  SLC will delegate some of its servicing obligations under the servicing agreement to Citibank SD pursuant to a subservicing agreement.  SLC will compensate the sub-servicer out of its own funds.  See “Additional Information Concerning Other Principal Parties—Sub-servicer” in this prospectus supplement.  

Indenture Trustee

__________.  The issuing entity will issue the notes under an indenture to be dated as of the closing date.  Under the indenture, __________ will act as indenture trustee.  See “Additional Information Concerning Other Principal Parties—Indenture Trustee” in this prospectus supplement.

Eligible Lender Trustee, Indenture

Administrator and Paying Agent

Citibank, N.A., or “Citibank.”  Citibank, as eligible lender trustee, will hold legal title to the assets of the issuing entity for the benefit of the issuing entity pursuant to the eligible lender trust agreement.    Citibank will also act as indenture administrator and paying agent under the indenture.  See “Formation of the Issuing Entity—Eligible Lender Trustee” in this prospectus supplement.

Owner Trustee

__________.  __________ will be the owner trustee under the trust agreement.  The trust certificateholder, under the trust agreement, has the right to direct the owner trustee to exercise the rights and interests of the trust certificateholder.  See “Additional Information Concerning Other Principal Parties—Owner Trustee” in this prospectus supplement.

The Notes

The issuing entity will issue the following class of notes:

Class	Original Principal Amount
A Notes	$__________

We sometimes refer to the class A notes as the notes.

Dates

Closing Date.  The closing date for this offering is anticipated to be on or about __________, 20__.

Statistical Cutoff Date.  The information about the trust student loans in this prospectus supplement is calculated and presented as of __________, 20__.  We refer to this date as the statistical cutoff date.

Cutoff Date.  The cutoff date for the pool of trust student loans will be __________, 20__.  The issuing entity will be entitled to receive all collections and proceeds on the trust student loans on and after the cutoff date.

Distribution Date.  A distribution date for the notes is the __ of ________, ________, ________ and ________ beginning in ________ 20__.  If any such date is not a business day, the distribution date will be the next business day.

Record Date.  Interest and principal will be payable to holders of record as of the close of business on the record date, which is the business day before the related distribution date.

Information About the Notes

The notes are debt obligations of the issuing entity only.  The notes will receive payments primarily from collections on the pool of trust student loans acquired by the issuing entity on the closing date.

Interest Payments.  The notes are LIBOR-based notes.  Interest will accrue on the outstanding principal amounts of the notes during each accrual period and will be paid on the related distribution date.  Each accrual period for the notes begins on a distribution date and ends on the day before the next distribution date.  The first accrual period for the notes, however, will begin on the closing date and end on the day before the first distribution date.

Interest Rates.  Except for the first accrual period, the notes will bear interest at a rate equal to three-month LIBOR plus ____%.

See “Description of the Notes—The Notes—Distributions of Interest” in this prospectus supplement for a description of how LIBOR will be determined for the first accrual period.

The administrator will determine LIBOR as specified under “Description of the Notes—Determination of LIBOR” in this prospectus supplement and “Certain Information Regarding the Notes—The Reset Rate Notes—LIBOR” in the accompanying base prospectus.  The administrator will calculate interest on the notes based on the actual number of days elapsed in each accrual period divided by 360.

Principal Payments.  Principal will be payable on each distribution date in an amount equal to the principal distribution amount for that distribution date.

The principal distribution amount with respect to any distribution date is an amount equal to the excess, if any, of (a) the principal amount of the notes immediately prior to such distribution date, over (b) the difference between (i) the adjusted pool balance (which takes into account the pool balance, the amount on deposit in the capitalized interest account and, in certain circumstances, the specified reserve account balance) as of the last day of the related collection period, and (ii) the specified overcollateralization amount for such distribution date.

However, for any distribution date following the occurrence of an event of default for breach of representation or warranty or default in the performance of covenants or agreements of the issuing entity and the subsequent acceleration of the maturity of the notes in accordance with the terms of the indenture, the principal distribution amount will be equal to the outstanding principal amount of the notes.  Notwithstanding the foregoing, on the stated maturity date of the notes, the principal distribution amount will be the amount needed to reduce the outstanding principal amount of the notes to zero.

See “Description of the Notes—Distributions” in this prospectus supplement for a more detailed description of principal payments. See also “Description of the Notes—Distributions Following an Event of Default and Acceleration of the Maturity of the Notes” in this prospectus supplement for a description of the cash flows on each distribution date following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity.

Maturity Date.  The notes will mature no later than __________, 20__.

Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes.  The projected weighted average life, expected maturity date and percentage of remaining principal amount of the notes under various assumed prepayment scenarios may be found under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” included as Exhibit I attached to this prospectus supplement.

Losses and Shortfalls.  If and to the extent that any losses in collections on the trust student loans are not covered or offset by credit enhancement, those losses will not be allocated to write down the principal amount of the notes.  Instead, the amount available to make payments on the notes will be reduced to the extent such losses result in shortfalls in the amount available to make distributions of interest and principal.  To the extent that any shortfalls in cash flows result in losses that exceed the available credit enhancement, holders of the notes will not receive their entire principal amount.  See “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement.

Denominations.  The notes will be available for purchase in minimum denominations of $100,000 and additional increments of $1,000.  The notes will be available only in book-entry form through The Depository Trust Company, Clearstream and Euroclear.  You will not receive a certificate representing your notes except in very limited circumstances.

Security for the Notes.  The notes will be secured by the assets of the issuing entity, which consist primarily of the trust student loans.

[Prefunding Period]

[Description of prefunding period - if applicable, each prospectus supplement will provide the information required by Item 1103(a)(5) of Regulation AB with respect to any prefunding period.]

[Revolving Period]

[Description of revolving period - if applicable, each prospectus supplement will provide the information required by Item 1103(a)(5) of Regulation AB with respect to any revolving period and will also include the maximum amount of additional assets that may be acquired during the revolving period pursuant to Item 1111(g)(3) of Regulation AB and the percentage of the pool represented by the amount of additional assets acquired during the revolving period pursuant to Item 1111(g)(4) of Regulation AB.]

[Supplemental Purchase Period]

[If applicable, each prospectus supplement will describe any supplemental purchase period.]

Servicing

If the servicer breaches certain covenants under the servicing agreement regarding trust student loans that will have a materially adverse effect (individually or in the aggregate) on the noteholders, generally it will have to cure the breach, reimburse the issuing entity or purchase or substitute student loans for the affected trust student loans.  See “Servicing and Administration—Servicer Covenants” in the accompanying base prospectus.

Trust Assets

The assets of the issuing entity will include:

·

the trust student loans;

·

collections and other payments on the trust student loans; and

·

funds it will hold from time to time in its trust accounts, including the collection account, the reserve account and the capitalized interest account.

Trust Student Loans.  The trust student loans are education loans to students and parents of students made under the Federal Family Education Loan Program, known as FFELP. All of the trust student loans are consolidation loans.  See “Appendix A—Federal Family Education Loan Program” to the accompanying base prospectus for a description of each type of FFELP student loan.

Consolidation loans are used to combine a borrower’s obligations under various federally authorized student loan programs into a single loan.

The trust student loans had an aggregate principal balance, including accrued interest to be capitalized, of approximately $__________ as of the statistical cutoff date.  The pool balance is expected to be approximately equal to that amount as of the closing date.  The sum of the initial pool balance, the initial deposit into the reserve account and the initial deposit into the capitalized interest account is expected to be approximately ____% of the principal amount of the notes as of the closing date.  The initial pool balance is expected to be approximately ____% of the principal amount of the notes as of the closing date.

As of the statistical cutoff date, the weighted average annual borrower stated interest rate of the trust student loans was approximately ____% and their weighted average remaining term to scheduled maturity was approximately ____ months.

SLC originated or acquired the trust student loans in the ordinary course of its student loan financing business.  The depositor will acquire the trust student loans from SLC on or prior to the closing date.

The trust student loans have been selected from the consolidation student loans owned by SLC based on the criteria established by the depositor, as described in this prospectus supplement and the accompanying base prospectus.

Any special allowance payments on the trust student loans are based on (a) the three-month financial commercial paper rate for approximately ____% of the trust student loans by principal balance as of the statistical cutoff date and (b) the 91-day Treasury bill rate as for the remainder of the trust student loans.

Approximately ____% and ____% of the trust student loans are 98% and 97% guaranteed, respectively, with respect to principal and interest by one of the guaranty agencies described in this prospectus supplement and reinsured by the U.S. Department of Education under the Higher Education Act.  See “The Trust Student Loan Pool—Insurance of Trust Student Loans; Guarantors of Trust Student Loans” in this prospectus supplement.  For a discussion of legislative initiatives that may affect your notes, see “Recent Developments” in this prospectus supplement and “Appendix A—Federal Family Education Loan Program—Recent Developments” in the accompanying base prospectus.  

As of the statistical cutoff date, approximately ____%, ____% and ____% of the trust student loans are insured by __________, __________ and __________, respectively.  See “The Trust Student Loan Pool—Insurance of Trust Student Loans; Guarantors of Trust Student Loans” in this prospectus supplement.

Collection Account.  The indenture administrator will establish and maintain the collection account as an asset of the issuing entity in the name of the indenture trustee.  All collections on the trust student loans, interest subsidy payments and special allowance payments will be deposited into the collection account, as described in this prospectus supplement and the accompanying base prospectus.  The depositor will make a deposit on the closing date into the collection account in the amount of the excess, if any, of the pool balance as of the statistical cutoff date over the pool balance as of the closing date.

A collection period is the three-month period ending on the last day of ________, ________, ________ or ________, in each case for the distribution date in the following month.  However, the first collection period will be the period from the cutoff date through __________, 20__.

Excess Interest. Excess interest (as part of all interest collections) will be collected and deposited into the collection account and will become part of the available funds. There can be no assurance as to the rate, timing or amount, if any, of excess interest.  See “Description of the Notes —Credit Enhancement—Excess Interest” in this prospectus supplement.

Overcollateralization Amount.  The overcollateralization amount represents the amount by which the adjusted pool balance (which takes into account the pool balance, the amount on deposit in the capitalized interest account and, in certain circumstances, the specified reserve account balance) exceeds the outstanding principal amount of the notes.  On the closing date, the overcollateralization amount is expected to equal approximately ____% of the adjusted pool balance.  The application of available funds described below under “—Distributions” and “Description of the Notes—Distributions—Distributions from the Collection Account” is designed to build the overcollateralization amount to, and maintain it at, the specified overcollateralization amount, or ____% of the adjusted pool balance as of the last day of the related collection period.  See “De scription of the Notes—Credit Enhancement—Overcollateralization Amount” in this prospectus supplement.

Reserve Account.  The indenture administrator will establish and maintain the reserve account as an asset of the issuing entity in the name of the indenture trustee.  The depositor will make a cash deposit into the reserve account on the closing date.  The initial deposit will equal $__________.  Funds in the reserve account may be replenished, in accordance with the priority of payments, on each distribution date by additional funds available after all prior required distributions have been made.  See “Description of the Notes—Distributions” in this prospectus supplement.

Amounts remaining in the reserve account on any distribution date in excess of the specified reserve account balance, after the payments described below, will be deposited into the collection account for distribution on that distribution date.

The specified reserve account balance is the amount required to be maintained in the reserve account.  The specified reserve account balance for any distribution date will be equal to the greater of:

·

____% of the pool balance as of the end of the related collection period; or

·

$__________.

The specified reserve account balance will be subject to adjustment as described in this prospectus supplement.  In no event will it exceed the outstanding principal amount of the notes.

The reserve account will be available on each distribution date to cover any shortfalls in payments of the primary servicing fee and the interest distribution amount.

In addition, the reserve account will be available:

·

on the maturity date for the notes and upon termination of the issuing entity, to cover shortfalls in payments of the noteholders’ principal and accrued interest; and

·

to pay the servicer any carryover servicing fee.

The reserve account enhances the likelihood of payment to noteholders.  In certain circumstances, however, the reserve account could be depleted.  This depletion could result in shortfalls in distributions to noteholders.

If the amount on deposit in the reserve account on any distribution date is sufficient, when taken together with amounts on deposit in the collection account, to pay the remaining principal amount of the notes and the interest accrued on the notes and any unpaid primary servicing fees and administration fees and expenses, amounts on deposit in the reserve account will be so applied on that distribution date.  See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement.

Capitalized Interest Account.  The indenture administrator will establish and maintain the capitalized interest account as an asset of the issuing entity in the name of the indenture trustee.  The depositor will make an initial cash deposit into the capitalized interest account on the closing date.  The initial deposit will equal $__________.

On or prior to the ________ 20__ distribution date, funds in the capitalized interest account will be available to cover shortfalls in payments of interest due to the noteholders after application of funds available in the collection account at the end of the related collection period but before application of the reserve account.  Funds in the capitalized interest account will not be replenished.  Funds on deposit in the capitalized interest account on the distribution dates listed in the table below in excess of the corresponding account balance will be transferred to the collection account and included in available funds on that distribution date.

Distribution Date	Account Balance
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________

All remaining funds on deposit in the capitalized interest account on the ________ 20__ distribution date will be transferred to the collection account and included in available funds on that distribution date.

The capitalized interest account further enhances the likelihood of timely interest payments to noteholders through the ________ 20__ distribution date.  Because it will not be replenished, in certain circumstances the capitalized interest account could be depleted.  This depletion could result in shortfalls in interest distributions to noteholders.

[Add-on Consolidation Loan Account.  The indenture administrator will establish and maintain a pre-funding account in the form of an add-on consolidation loan account as an asset of the issuing entity in the name of the indenture trustee.  The issuing entity will make an initial cash deposit from the net proceeds of the sale of the notes into the add-on consolidation loan account on the closing date.  The deposit will equal $__________, which amount will constitute an estimated ____% of the pool balance as of the closing date and ____% of the outstanding principal balance of the notes.  The amount on deposit in the add-on consolidation loan account will be reduced by the amount withdrawn from that account to fund add-on consolidation loans from time to time during the consolidation loan add-on period.  Amounts on deposit in the add-on consolidation loan account will not be replenished.

Any add-on consolidation loans will be added to the issuing entity at a price equal to 100% of the outstanding principal balance of each add-on consolidation loan, plus accrued and unpaid interest, if any.

Any amounts remaining on deposit in the add-on consolidation loan account at the end of the consolidation loan add-on period (which is the period from the closing date through [insert date no later than one year from the date of the issuance of the notes]) will be transferred to the collection account on the business day immediately following the end of that period and will be included as part of available funds on the immediately following distribution date.]

Distributions

The administrator will instruct the indenture administrator to withdraw funds on deposit in the collection account and, to the extent required, the reserve account and the capitalized interest account.  These funds will be applied monthly to the payment of the primary servicing fee and on each applicable distribution date, first to pay or reimburse each of the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee and the eligible lender trustee for all amounts due to each such party under the relevant transaction documents for the related distribution date (these amounts payable to the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee and the eligible lender trustee not to exceed $__________ per annum in the aggregate at all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity), and then generally as shown in the chart on the following page.  See “Description of the Notes—Distributions” in this prospectus supplement.

Representations and Warranties Concerning the Trust Student Loans

If the depositor breaches a representation under the sale agreement regarding a trust student loan, generally the depositor will have to cure the breach, repurchase or replace that trust student loan or reimburse the issuing entity for losses resulting from the breach.  See “Transfer Agreements—Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor” in the accompanying base prospectus.

SLC will have similar obligations under the purchase agreement.  See “Transfer Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the accompanying base prospectus.

Compensation of the Servicer

The servicer will be entitled to receive two separate fees:  a primary servicing fee and a carryover servicing fee.

The primary servicing fee for any month is equal to the lesser of the product of $____ and the number of borrowers as of the first day of the preceding month and 1/12^th of an amount equal to ____% of the outstanding principal amount of the trust student loans as of the last day of the preceding calendar month.

The primary servicing fee will be payable in arrears solely out of available funds and amounts on deposit in the reserve account on the __ of each month, or if the __ is not a business day, then on the next business day, beginning in ________ 20__.  Fees will include primary servicing fees from any prior monthly servicing payment dates that remain unpaid.

The carryover servicing fee is the sum of:

·

the amount of specified increases in the costs incurred by the servicer;

·

the amount of specified conversion, transfer and removal fees;

·

any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

·

interest on any unpaid amounts.

The carryover servicing fee will be payable to the servicer on each distribution date out of available funds in the order and priority described above.

See “Description of the Notes —Distributions” and “Description of the Notes—Servicing Compensation” in this prospectus supplement.

Compensation of the Administrator

As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator will be entitled to an administration fee in an amount equal to $__________ per collection period payable proportionately in arrears on each distribution date.

Optional Purchase or Auction of Trust Assets

Optional Purchase.  The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date on or after the first distribution date when the pool balance is 10% or less of the initial pool balance.  The exercise of this purchase option will result in the early retirement of the remaining notes.  The purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining trust student loans as of the end of the related collection period, but will not be less than a prescribed minimum purchase amount and not more than a prescribed maximum purchase amount.  See “Description of the Notes—Optional Purchase” in this prospectus supplement.

Auction of Trust Assets.  If the servicer does not purchase or arrange for the purchase of all remaining trust student loans on the first distribution date after the date on which the pool balance is 10% or less of the initial pool balance, the indenture administrator will engage (at the expense of the issuing entity) a third-party financial advisor, which may be an affiliate of SLC and which may include an underwriter of the securities or the administrator, to try to auction any trust student loans remaining in the issuing entity.  The servicer and affiliates of the servicer may make bids to purchase these trust student loans on the trust auction date.  See “Description of the Notes—Auction of Trust Assets” in this prospectus supplement.

[Interest Rate Swap Agreement]

[Each prospectus supplement will (a) provide the information required by Item 1115(a) with respect to each external swap counterparty and swap agreement, and (b) provide information required under Item 1115(b) for each swap counterparty that provides swap agreements with a significance percentage of 10% or more.  The information contained in this form of prospectus supplement is illustrative.]

[Credit Enhancement Providers]

[Each prospectus supplement will identify any credit enhancement providers referenced under Item 1114 of Regulation AB pursuant to Item 1103(a)(3)(ix) of Regulation AB.]

Trust Certificateholder

Under the sale agreement between the issuing entity and the depositor, the issuing entity will issue a trust certificate to the depositor.  This trust certificate will represent the beneficial ownership of the residual interest in the issuing entity.  Under the purchase agreement between the depositor and SLC, the depositor will transfer a trust certificate to SLC as part of the consideration for the sale of the trust student loans being sold to the depositor by SLC under the related purchase agreement.

We describe the trust certificate because it is relevant to understanding the notes.  Any description of the trust certificate in this prospectus supplement is for informational purposes only.  The trust certificate will not bear interest and will not have a principal amount.

In general, distributions on the trust certificate will be made only after all of the notes have received all amounts due on a distribution date.  See “Description of the Notes—Distributions” and “Description of the Notes—Principal Distributions” in this prospectus supplement.

Certain U.S. Federal Income Tax Considerations

Bingham McCutchen LLP will deliver an opinion that, for federal income tax purposes, the notes will be treated as indebtedness, as described under “Certain U.S. Federal Income Tax Considerations” in this prospectus supplement and in the accompanying base prospectus.  

Certain ERISA Considerations

The notes should be treated as debt for purposes of ERISA, and are eligible for purchase by or on behalf of employee benefit plans, individual retirement accounts, Keogh Plans and similar retirement arrangements, subject to the considerations discussed under “Certain ERISA Considerations” in the accompanying base prospectus, but only if an exemption from the prohibited transaction rules applies.  Each fiduciary of a plan who purchases any note will be deemed to represent that such an exemption exists and applies to the purchase and holding of the notes by or for the plan.

See “Certain ERISA Considerations” in this prospectus supplement and in the accompanying base prospectus for additional information concerning the application of ERISA.

Ratings of the Notes

The notes are required to be rated ____ by Moody’s, ____ by S&P and ____ by Fitch on the closing date.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.  See “Ratings of the Notes” in this prospectus supplement.

[Listing Information]

[Application will be made to The Irish Stock Exchange Limited for the notes to be admitted to the Official List and to trading on its regulated market.  There can be no assurance that such a listing will be obtained. You may consult with the Irish listing agent to determine their status. You can contact the listing agent at __________.]

[Irish Listing Agent and Paying Agent]

[__________ will act as the Irish listing agent and __________ will act as the paying agent in Ireland for the notes.  The depositor will at all times maintain an Irish paying agent with a specific office in Dublin, Ireland.  The Irish paying agent will make no representations as to the validity or sufficiency of the notes, the trust student loans, this prospectus supplement, the accompanying base prospectus or other related documents.]

Identification Numbers

The notes will have the following CUSIP Number and International Securities Identification Number (ISIN):

Class	CUSIP Number	ISIN
A Notes	__________	__________

Capitalization of the Issuing Entity

The following table illustrates the capitalization of the issuing entity as of the closing date, after giving effect to the issuance of the notes and before deducting expenses of the offering, as if the issuance and sale of the notes had taken place on that date:

Class	Capitalization
A Notes	$   __________
Total	$   __________

RISK FACTORS

You should carefully consider the following risk factors in order to understand the structure and characteristics of the notes and the potential merits and risks of an investment in the notes.  Potential investors must review and be familiar with the following risk factors in deciding whether to purchase any note.  The accompanying base prospectus describes additional risk factors that you should also consider beginning on page 18 of the accompanying base prospectus.  These risk factors could affect your investment in or return on the notes.

You May Have Difficulty Selling Your Notes

Recent and continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government initiatives such as the government bailout programs for financial institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused, or may cause, a significant reduction in liquidity in the secondary market for asset-backed securities, which could adversely affect the market value of your n otes and/or limit your ability to resell your notes.

There is currently a very limited market for asset-backed securities.  Despite recent federal market interventions and programs, the current period of general market illiquidity may continue or even worsen and may adversely affect the secondary market for your notes.  Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment.  The market values of the notes are likely to fluctuate.  Any of these fluctuations may be significant and could result in significant losses to you.  See “Risk Factors—If a Secondary Market For Your Notes Does Not Develop, The Value of Your Notes May Diminish” in the accompanying base prospectus.

Certain Credit Enhancement Features Are Limited and if Depleted, There May Be Shortfalls in Distributions to Noteholders

Certain credit enhancement features, including the reserve account and the capitalized interest account, consist of limited funds.  In addition, the capitalized interest account will not be replenished, is available for a limited duration and will not be extended.  In certain circumstances, for example, if there is a shortfall in available funds, those funds may be depleted.  This depletion could result in shortfalls in distributions to noteholders.

The Characteristics of the Trust Student Loans May Change

The statistical information in this prospectus supplement reflects only the characteristics of the trust student loans as of the statistical cutoff date.  We expect additional student loans will be added to the trust student loans between the statistical cutoff date and the closing date.  The trust student loans actually sold to the issuing entity on the closing date will have characteristics that differ somewhat from the characteristics of the trust student loans as of the statistical cutoff date due to payments received, other changes in these loans that occur during the period from the statistical cutoff date to the closing date, and the addition of student loans after the statistical cutoff date.    We do not expect the characteristics of the trust student loans actually sold to the issuing entity on the closing date to differ materially from the characteristics of the trust student loans as of the statistical cutoff date.  However, in making your investment decision, you should assume that the actual characteristics of the trust student loans will vary somewhat from those presented in this prospectus supplement as of the statistical cutoff date.

Risk of Geographic Concentration of Trust Student Loans

The concentration of the trust student loans in specific geographic areas may increase the risk of losses on the trust student loans.  Economic conditions in the states where borrowers reside may affect the delinquency, loan loss and recovery experience with respect to the trust student loans.  As of the statistical cutoff date, approximately ____% and ____% of the trust student loans by outstanding principal balance were to borrowers with current billing addresses in New York and California, respectively.  Economic conditions in any state or region may decline over time and from time to time.  Because of the concentrations of the borrowers in New York and California, any adverse economic conditions adversely and disproportionately affecting those states may have a greater effect on the performance of the notes than if these concentrations did not exist.

You May Incur Losses or Delays in Payments on Your Notes if Borrowers Default on the Student Loans

If a borrower defaults on a trust student loan, the issuing entity will experience a loss equal to the non-reimbursable percentage of the outstanding principal and interest with respect to the defaulted student loan.  Defaulted trust student loans are reimbursed at a percentage rate level of at least 98% for loans made prior to July 1, 2006, and at the 97% level for loans first disbursed on or after July 1, 2006.  If defaults occur on the trust student loans and the credit enhancement described in this prospectus supplement is insufficient, you may suffer a delay in payment or losses on your notes.

Your Notes May Have Some Basis Risk, Which Could Compromise the Issuing Entity’s Ability to Pay Principal and Interest on Your Notes

There is some basis risk associated with the notes.  Basis risk is the risk that shortfalls might occur because, among other things, the effective interest rates of the trust student loans adjust on the basis of specified indices and those of the notes adjust on the basis of different indices.  If a shortfall were to occur, the issuing entity’s ability to pay principal and/or interest on your notes could be compromised.

Special allowance payments on approximately ____% of the trust student loans are determined based on the average daily three-month commercial paper rate published by the Federal Reserve in Publication H.15.  As a result of general market uncertainty, no such daily three-month commercial paper rate was published for 33 business days during the fourth quarter of 2008.  In response to this situation, the Department of Education used a commercial paper funding facility rate as a substitute for the unpublished daily three-month commercial paper rates.  We cannot predict whether a similar situation may arise in the future or what, if anything, the Department of Education may do in response to any such situations.  We also cannot predict what the effect on noteholders of any such response may be.  For a further description of the actions taken by the Department of Education in response to the unavailability of the daily three-month commercial paper rate in the fourth quarter of 2008, see “Recent Developments—Department of Education Action to Determine the Commercial Paper Rate” in this prospectus supplement.

Changes in Law May Affect Student Loans and May Adversely Affect Your Notes

The Higher Education Act or other relevant federal or state laws, rules and regulations may be amended or modified in the future, including as part of any reauthorization of the Higher Education Act, in a manner that could adversely affect the federal student loan programs as well as the student loans made under these programs and the financial condition of the guarantors.  The current reauthorization of the Higher Education Act expires in 2014.  In the past, when the Higher Education Act has been subject to reauthorization, amendments to its provisions have been common.  Among other things, the guarantee reimbursement rate may be adjusted from time to time.  Future changes could affect the ability of SLC, the depositor or the servicer to satisfy their obligations to purchase or substitute student loans or, in the case of the servicer, its ability to exercise any optional purchase of the trust student loans.  Future changes could also have a material adverse effect on the revenues received by the guarantors that are available to pay claims on defaulted student loans in a timely manner.  We cannot predict whether any changes will be adopted when the Higher Education Act becomes subject to reauthorization or at any other time or, if adopted, what impact those changes would have on the issuing entity or the securities that it issues.

On February 26, 2009, President Obama released a summary of his 2010 proposed budget initiatives.  If the President's proposals are enacted into law, the FFELP would be eliminated and student lenders would cease making FFELP loans in July of 2010.  The House and Senate passed the Full Year 2009 budget resolution (S. Con. Res 13) on April 29, 2009.   The resolution includes the President’s proposals related to student lending, although further legislation would be required in order to effect any changes to the FFELP.

In September 2009, H.R. 3221, the Student Aid and Fiscal Responsibility Act of 2009, was approved by the House of Representatives. H.R. 3221 would implement substantially all of the President’s proposals and, most notably, would convert all new federal student lending on or after July 1, 2010 to the Federal Direct Loan Program.  The Senate has not yet introduced a companion bill.

The elimination of the FFELP could have a material adverse impact on SLC’s results of operations, which could adversely affect its ability to service the trust student loans, act as administrator for the issuing entity or otherwise comply with its obligations under the transaction documents.  We cannot predict the likelihood that the President’s proposals or any similar legislation will become law.

For a discussion of certain legislative initiatives, see “Recent Developments” in this prospectus supplement and “Appendix A—Federal Family Education Loan Program—Legislative Matters” and “—Recent Developments” in the accompanying base prospectus.

Delayed Payments from Borrowers Called to Active Military Service May Adversely Affect Your Notes

The Higher Education Act, the Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans.  Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty.

The Ensuring Continued Access to Student Loans Act of 2008 made the six percent interest rate limitation provided for by the Servicemembers Civil Relief Act applicable to federal loans.

The Servicemembers Civil Relief Act also limits the ability of a FFELP lender to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional three-month period thereafter.

We do not know how many trust student loans have been or may be affected by the application of these laws.  As a result, there may be unanticipated delays in payment and losses on the trust student loans.

A Limited Number of Noteholders May Reduce the Liquidity of the Notes

It is anticipated that the notes will be held by a limited number of noteholders.  Accordingly, the market for the notes may be less liquid than would be the case if the notes were more widely held and the demand and market price for the notes could be adversely affected.

SLC’s Business Operations Are Dependent Upon Citigroup Inc. and any Change That Impacts Citigroup Inc. or its  Involvement with SLC Could Have an Adverse Effect on SLC’s Financial Condition and Operations

SLC and Citigroup Inc. (“Citigroup”), through various affiliates, have a number of relationships which include funding, origination channels, loan servicing and back office operations.  Citibank SD, a wholly-owned subsidiary of Citigroup, is the sub-servicer of the trust student loans.  In January 2009, Citigroup, which indirectly owns 80% of SLC’s common stock, announced that it was realigning its structure into two distinct businesses for management reporting purposes: Citicorp, which is comprised of Citigroup’s core businesses, and Citi Holdings (in which SLC is now included), which is comprised of non-core businesses.  Citigroup intends to restructure and manage Citi Holdings’ businesses for possible disposition and combination opportunities that may emerge over time.  Any legal vehicle restructuring changes will be subject to regulatory approval.  If implemented, a restruct uring could result in a change in ownership of SLC, including an eventual sale of all or part of Citigroup’s ownership to an unaffiliated third party.

SLC does not know how a potential disposition would affect the sub-servicing arrangement with Citibank SD, but believes that servicing would not be materially adversely affected if a transition in servicing were to occur.  SLC also does not know how any disposition would affect future origination or securitization volume.

DEFINED TERMS

In later sections, we use terms defined in the Glossary at the end of this prospectus supplement.  These terms appear in bold face on their first use and in initial capital letters in all cases.

FORMATION OF THE ISSUING ENTITY

The Issuing Entity

SLC Student Loan Trust 20__-__ is a statutory trust newly formed under Delaware law and under a short-form trust agreement dated as of __________, 20__, between the depositor and the owner trustee.  The short-form trust agreement will be amended on the closing date pursuant to an amended and restated trust agreement dated as of the closing date among the depositor and the owner trustee.

After its formation, the issuing entity will not engage in any activity other than:

·

acquiring, holding and managing the trust student loans and the other assets of the issuing entity and related proceeds;

·

issuing the notes;

·

making payments on the notes;

·

[entering into a potential future interest rate cap agreement, if any;] and

·

engaging in other activities that are necessary, suitable or convenient to accomplish, or are incidental to, the foregoing.

The net proceeds from the sale of the notes will be used by the issuing entity to purchase the trust student loans.  The issuing entity will purchase the trust student loans from the depositor under a sale agreement to be dated as of the closing date, among the depositor, the issuing entity and the eligible lender trustee.  On the closing date, the depositor will use the net proceeds received from the sale of the trust student loans to pay SLC the purchase price for the trust student loans acquired from SLC under the purchase agreement between the depositor and SLC and to make the initial deposits into the reserve account and the capitalized interest account.

The property of the issuing entity will consist of:

·

the pool of trust student loans, legal title to which is held by the eligible lender trustee on behalf of the issuing entity;

·

all funds accrued and collected on the trust student loans, including any special allowance payments and interest subsidy payments, on or after the cutoff date;

·

all moneys and investments from time to time on deposit in the trust accounts;

·

its rights under the transfer agreements and the servicing agreements, including the right to require SLC, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under certain conditions;

·

its rights under any potential future interest rate cap agreement; and

·

its rights under the guarantee agreements with guarantors.

The sections “Transfer Agreements,” “Servicing and Administration” and “Description of the Notes” in the accompanying base prospectus contain descriptions of the material provisions of the transaction documents.

The notes will be secured by the property of the issuing entity.  The collection account, the reserve account and the capitalized interest account will be established by the indenture administrator in the name of the indenture trustee for the benefit of the noteholders.  To facilitate servicing and to minimize administrative burden and expense, the servicer will act as custodian of the promissory notes representing the trust student loans and other related documents.

The issuing entity’s principal offices are at __________, in care of __________, as owner trustee.  The owner trustee’s main phone number at that address is __________.

Other than issuing the notes, the issuing entity will not be permitted to borrow money or make loans to other persons.

The issuing entity and its assets (other than the trust student loans) will be administered by the administrator pursuant to the administration agreement.  In addition to those services to be performed by the administrator for the issuing entity which are specified under the heading “Servicing and Administration—Administration Agreement” in the accompanying base prospectus, the administrator may instruct the eligible lender trustee, as holder of the trust student loans on behalf of the issuing entity, to take any action or make any election regarding payments made on or with respect to the trust student loans (including, without limitation, special allowance payments and interest subsidy payments) that is permitted by the Higher Education Act and any applicable federal law; provided, however, that any such act or election will be deemed not to adversely affect in any material respect the interests of a ny noteholder if (i) the Notice Condition has been satisfied in respect thereof or (ii) upon delivery of an opinion of counsel to the eligible lender trustee.  The servicer will be responsible for the servicing and collection of the trust student loans pursuant to the servicing agreement.  See “Servicing and Administration” in the accompanying base prospectus.

The issuing entity will not own any other assets.  The fiscal year of the issuing entity will be a calendar year.  The issuing entity is not required by Delaware state law and does not intend to publish any financial statements.  The indenture requires the issuing entity to deliver to the indenture trustee and each rating agency, within 90 days after the end of each fiscal year of the issuing entity (commencing with the fiscal year ending __________, 20__), a certificate of the administrator on behalf of the issuing entity stating that (i) a review of the activities of the issuing entity during that year and of performance under the indenture has been made under the administrator’s supervision, and (ii) to the best of the administrator’s knowledge, based on that review, the issuing entity has complied with all conditions and covenants under the indenture throughout that year, or, if there has been a defa ult in the compliance of any condition or covenant, specifying each default known to the administrator and the nature and status of that default.

The trust certificate will represent the beneficial ownership of the residual interest in the issuing entity.  Under the related purchase agreement between the depositor and SLC, the depositor will transfer the trust certificate to SLC as part of the consideration for the sale of the trust student loans being sold to the depositor by SLC under the related purchase agreement.

Non-Petition.  Each transaction agreement will contain “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the depositor and/or the issuing entity, as applicable, by any of the transaction parties or by the noteholders.

Security Interest.  We have structured the transactions described in this prospectus supplement to assure that each transfer of trust student loans to the depositor and to the issuing entity constitutes a “true sale” of those trust student loans.  If the transfer constitutes a “true sale,” the trust student loans and related proceeds would not be property of the applicable seller should that seller become subject to any insolvency law.  Although SLC and the depositor will express their intent to treat the conveyance of the trust student loans as a sale, each of them will also grant to the eligible lender trustee, on behalf of the issuing entity, a security interest in the trust student loans, which will be assigned by the eligible lender trustee to the indenture trustee for the benefit of the noteholders.  This security interest is intended to protect the interests of the noteholder s if a bankruptcy court were to characterize SLC’s or the depositor’s transfer of the trust student loans as a borrowing secured by a pledge of the trust student loans.  In the event that a bankruptcy court did characterize the transaction as a borrowing by SLC or the depositor, that borrowing would be secured by the trust student loans in which SLC or the depositor granted a security interest to the eligible lender trustee.  SLC and the depositor have agreed to take any commercially reasonable actions necessary to maintain the security interest granted to the eligible lender trustee as a first priority, perfected security interest in the trust student loans, including the filing of Uniform Commercial Code financing statements, as necessary.

Eligible Lender Trustee

The eligible lender trustee is Citibank, N.A., a national banking association and wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank, N.A. performs as trustee through the Agency and Trust line of business, which is part of the Global Transaction Services division.  Citibank, N.A. has primary corporate trust offices located in both New York and London.  Citibank, N.A. is a leading provider of corporate trust services offering a full range of agency, fiduciary, tender and exchange, depositary and escrow services.  As of __________, 20__, Citibank’s Agency & Trust group manages in excess of $__________ in fixed income and equity investments on behalf of approximately ____ corporations worldwide.  Since 1987, Citibank Agency & Trust has provided trustee services for asset-backed securities containing pool assets consisting of airplane leases, auto loans and leases, boat loans , commercial loans, commodities, credit cards, durable goods, equipment leases, foreign securities, funding agreement backed note programs, truck loans, utilities, student loans and commercial and residential mortgages.   As of __________, 20__, Citibank, N.A. acts as eligible lender trustee and/or paying agent for approximately ____ student loan asset-backed note transactions.

Citibank, N.A. is the eligible lender trustee for the issuing entity under the trust agreement.  The eligible lender trustee will acquire on behalf of the issuing entity legal title to all the trust student loans acquired under the sale agreement on the closing date.  The eligible lender trustee on behalf of the issuing entity has entered into a separate guarantee agreement with each of the guarantee agencies described in this prospectus supplement with respect to the trust student loans.  The eligible lender trustee qualifies as an eligible lender and the holder of the trust student loans for all purposes under the Higher Education Act and the guarantee agreements.  Failure of the trust student loans to be owned by an eligible lender would result in the loss of guarantor and U.S. Department of Education payments on the trust student loans.  See “Appendix A—Federal Family Education Loa n Program—Eligible Lenders, Students and Educational Institutions” in the accompanying base prospectus.

The eligible lender trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the eligible lender trustee in the trust agreement and the sale agreement.  The eligible lender trustee will be entitled to indemnification from the issuing entity for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the relevant transaction documents except for any loss, liability or expenses caused by the eligible lender trustee’s bad faith or negligence.  See “Description of the Notes” in this prospectus supplement and “Transfer Agreements” in the accompanying base prospectus.

At all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity, there is a $__________ per annum aggregate limit on the amounts, including fees and expenses, payable to the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee and the eligible lender trustee from the cash flow on the trust student loans prior to the amounts distributed to the noteholders.  Remaining amounts, if any, payable to the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee and the eligible lender trustee will be subordinate to amounts payable to the noteholders.  See “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus supplement.

Affiliates of the depositor maintain customary banking relations on arm’s-length terms with the eligible lender trustee.

The eligible lender trustee may resign at any time.  The administrator may also remove the eligible lender trustee if it becomes insolvent or ceases to be eligible to continue as eligible lender trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the eligible lender trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  The depositor will be responsible for the payment of expenses incurred in connection with the replacement of the eligible lender trustee.

ADDITIONAL INFORMATION CONCERNING OTHER PRINCIPAL PARTIES

Owner Trustee

__________ will be the owner trustee under the trust agreement.

[Add disclosure regarding the owner trustee’s organizational form, the general character of such owner trustee’s business, the prior experience of the owner trustee as an owner trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure.]

The trust certificateholder, under the trust agreement, has the right to direct the owner trustee to exercise the rights and interests of the trust certificateholder.  Except as specifically delegated to the administrator in the administration agreement, the owner trustee will also execute and deliver all agreements required to be entered into on behalf of the issuing entity.

The liability of the owner trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement.  The owner trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or gross negligence.  The owner trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the trust agreement.  See “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the accompanying base prospectus.  The depositor and its affiliates may maintain banking relations with the owner trustee and/or its affiliates.

The owner trustee may resign at any time.  The administrator may also remove the owner trustee if it becomes insolvent or ceases to be eligible to continue as owner trustee.  In the event of such a resignation or removal, the administrator will appoint a successor.  The resignation or removal of the owner trustee and the appointment of a successor will become effective only when a successor accepts its appointment.  To the extent expenses incurred in connection with the replacement of the owner trustee are not paid by the owner trustee that is being replaced or by the successor owner trustee, the depositor will be responsible for the payment of such expenses.

Indenture Trustee

Under the indenture, __________ will act as indenture trustee.

[Add disclosure regarding the indenture trustee’s organizational form, the general character of such indenture trustee’s business, the prior experience of the indenture trustee as an indenture trustee for asset-backed securities transactions involving similar pool assets and any other required disclosure.]

Affiliates of the depositor may maintain customary banking relations on arm’s-length terms with the indenture trustee.

The indenture trustee will act on behalf of the noteholders and represent their interests in the exercise of their rights under the indenture.

The depositor will be responsible for the payment of expenses incurred in connection with the replacement of the indenture trustee.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, fraud, willful misconduct or negligence.  The indenture trustee will be entitled to indemnification from the administrator for any loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents.  Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee will be entitled to receive all such amounts owed from cash flow on the trust student loans prior to any amounts being distributed to the noteholders.

Sub-servicer

Citibank SD is a national banking association headquartered in Sioux Falls, South Dakota.  Citibank SD is a wholly-owned subsidiary of Citigroup Inc. (“Citigroup”) and an affiliate of Citibank.  See “Summary of Parties to the Transaction—Affiliations, Certain Relationships and Related Transactions” in this prospectus supplement.  Under the subservicing agreement, Citibank SD, as sub-servicer, will sub-service the trust student loans on behalf of the issuing entity.  SLC has outsourced a substantial portion of its operations, including the origination and servicing of its student loan portfolio, to Citibank SD.  Citibank SD employees assist with the origination and servicing of student loans and also provide credit card services to Citigroup customers.  This arrangement with Citibank SD allows SLC to use the substantial employee base that Citibank SD has for servicing its credit card customers and creates certain operating and personnel efficiencies that would not otherwise be afforded SLC if SLC’s loan portfolio were originated and serviced by its own employees.  As of __________, 20__, Citibank SD was servicing over $__________ in student loans.

Citibank SD originates and services student loans, principally Stafford Loans, Parent Loans for Undergraduate Students (PLUS), consolidation loans and private education loans in accordance with the laws, rules and regulations applicable to those loans.

THE SELLER

SLC has sponsored __________ issuing entities since it began securitizing student loans in 2002.  Of the __________ issuing entities, __________ issued notes backed by FFELP student loans and __________ issued notes backed by private education loans.  These sponsored issuing entities have issued, in both public offerings and private placements, an aggregate principal amount of approximately $__________ of notes.

As of __________, 20__, SLC managed approximately $__________ of student loans consisting of both FFELP and private education loans.

As of __________, 20__, SLC owned approximately $__________ of FFELP student loans and approximately $__________ of private education loans, exclusive of deferred fees.  SLC originated approximately $__________ of Stafford and PLUS student loans and made new private education loan commitments of approximately $__________ during 20__.  Secondary market and other loan procurement activities contributed approximately $__________ of FFELP student loans to SLC’s student loan portfolio during 20__.

SLC has been in the business of servicing student loans since 1992 and, as of __________, 20__, employs approximately ____ employees.

__________ of the trust student loans have been originated by or on behalf of SLC or one or more of its affiliates.  The identity of the actual originator of any particular student loan, however, is not material, as the requisite underwriting criteria for the trust student loans are in all cases prescribed by provisions of the Higher Education Act.

In January 2009, Citigroup, which indirectly owns 80% of SLC’s common stock, announced that it was realigning its structure into two distinct businesses for management reporting purposes: Citicorp, which is comprised of Citigroup’s core businesses, and Citi Holdings (in which SLC is now included), which is comprised of non-core businesses.  Citigroup intends to restructure and manage Citi Holdings’ businesses for possible disposition and combination opportunities that may emerge over time.

USE OF PROCEEDS

The issuing entity will use the net proceeds of $__________ from the sale of the notes, together with any other amount contributed by the depositor, to purchase the trust student loans from the depositor on the closing date under the sale agreement.  The depositor will then use the proceeds paid to the depositor by the issuing entity to pay to SLC the purchase price due to SLC for the trust student loans purchased by the depositor.  Expenses incurred to establish the issuing entity and issue the notes (other than fees that are due to the underwriters) are payable by the depositor.  Such expenses will not be paid from proceeds of the sale of the notes.

THE TRUST STUDENT LOAN POOL

General

The eligible lender trustee, on behalf of the issuing entity, will purchase the trust student loans from the depositor under the sale agreement on the closing date, and the issuing entity will be entitled to collections on and proceeds of the trust student loans on and after the cutoff date.  Unless otherwise specified, all information with respect to the trust student loans is presented herein as of __________, 20__, which is the statistical cutoff date.

Eligible Trust Student Loans

The depositor will purchase the trust student loans from SLC under the purchase agreement.  SLC originated or acquired the trust student loans.

The trust student loans were selected from SLC’s owned portfolio of FFELP student loans by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date:

·

is a consolidation loan that is guaranteed as to principal and interest by a guarantee agency under a guarantee agreement and the guarantee agency is, in turn, reinsured by the U.S. Department of Education in accordance with FFELP;

·

contains terms in accordance with those required by FFELP, the guarantee agreements and other applicable requirements;

·

is not more than ____ days past due;

·

does not have a borrower who is noted in the related records of the servicer as being currently involved in a bankruptcy proceeding; and

·

is eligible for special allowance payments, if any, based on the three-month financial commercial paper rate or the 91-day Treasury bill rate.

No trust student loan as of the statistical cutoff date was subject to any prior obligation to sell that loan to a third party.

Characteristics of the Trust Student Loans

The following tables provide a description of certain characteristics of the trust student loans as of the statistical cutoff date.  The aggregate outstanding principal balance of the trust student loans in each of the following tables includes the principal balance due from borrowers, including accrued interest to be capitalized, of approximately $__________ as of the statistical cutoff date.

The trust student loans actually sold to the issuing entity on the closing date will have characteristics that differ somewhat from the characteristics of the trust student loans as of the statistical cutoff date due to payments received, other changes in these loans that occur during the period from the statistical cutoff date to the closing date, and the addition of student loans after the statistical cutoff date.  As a consequence, the aggregate characteristics of the final pool of trust student loans may vary from those shown below; however, we do not believe that this variance will be material.

The distribution by weighted average interest rate applicable to the trust student loans on any date following the statistical cutoff date may vary significantly from that in the following tables as a result of variations in the effective rates of interest applicable to the trust student loans.  Moreover, the information below about the weighted average remaining terms to maturity of the trust student loans as of the statistical cutoff date may vary significantly from the actual terms to maturity of any of the trust student loans as a result of prepayments or the granting of deferral and forbearance periods on any of the trust student loans.

The following tables also contain information concerning the total number of loans and the total number of borrowers in the portfolio of trust student loans.  For ease of administration, the servicer separates a consolidation loan on its system into two separate loan segments representing subsidized and unsubsidized segments of the same loan.  The following tables reflect those loan segments within the number of loans.

Percentages and dollar amounts in any table may not total 100% or the trust student loan balance, as applicable, due to rounding.

COMPOSITION OF THE TRUST STUDENT LOANS
AS OF THE STATISTICAL CUTOFF DATE

Aggregate Outstanding Principal Balance	$__________
Aggregate Outstanding Principal Balance – Treasury Bill	$__________
Aggregate Outstanding Principal Balance – Commercial Paper	$__________
Number of Borrowers	__________
Average Outstanding Principal Balance Per Borrower	$__________
Number of Loans	__________
Number of Loans – Treasury Bill	__________
Number of Loans – Commercial Paper	__________
Average Outstanding Principal Balance Per Loan	$__________
Average Outstanding Principal Balance Per Loan – Treasury Bill	$__________
Average Outstanding Principal Balance Per Loan – Commercial Paper	$__________
Weighted Average Remaining Term to Scheduled Maturity	____ months
Weighted Average Annual Borrower Stated Interest Rate	____%

We determined the weighted average remaining term to maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable trust student loan without giving effect to any deferral or forbearance periods that may be granted in the future.  See Appendix A to the accompanying base prospectus and “The Student Loan Pools—The Student Loan Corporation’s Student Loan Business” in the accompanying base prospectus.

The weighted average annual borrower interest rate shown in the table is exclusive of special allowance payments.  The weighted average spread, including special allowance payments, to the 91-day Treasury bill rate was ____% as of the statistical cutoff date.  The weighted average spread, including special allowance payments, to the three-month commercial paper rate was ____% as of the statistical cutoff date.  See “Federal Family Education Loan Program—Special Allowance Payments” in Appendix A to the accompanying base prospectus.

For this purpose, the three-month financial commercial paper rate is the average of the bond equivalent rates of the three-month commercial paper (financial) rates in effect for each of the days in a calendar quarter as reported by the Federal Reserve in Publication H.15 (or its successor) for that calendar quarter.  See “Recent Developments” in this prospectus supplement for a description of recent events that have impacted the calculation of such rate.  The 91-day Treasury bill rate is the weighted average per annum discount rate, expressed on a bond equivalent basis and applied on a daily basis, for direct obligations of the United States with a maturity of thirteen weeks, as reported by the U.S. Department of the Treasury.

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY ANNUAL STATED INTEREST RATES AS OF THE STATISTICAL CUTOFF DATE

Range of Annual Stated Interest Rate	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Less than 3.00%	________	$ __________	____
3.00% to 3.49%	________	__________	____
3.50% to 3.99%	________	__________	____
4.00% to 4.49%	________	__________	____
4.50% to 4.99%	________	__________	____
5.00% to 5.49%	________	__________	____
5.50% to 5.99%	________	__________	____
6.00% to 6.49%	________	__________	____
6.50% to 6.99%	________	__________	____
7.00% to 7.49%	________	__________	____
7.50% to 7.99%	________	__________	____
8.00% to 8.49%	________	__________	____
8.50% or greater	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY OUTSTANDING PRINCIPAL BALANCE AS OF THE STATISTICAL CUTOFF DATE

Range of Outstanding Principal Balance	Number of Borrowers	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Less than $500.00	________	$ __________	____
$500.00 - $999.99	________	__________	____
$1,000.00 - $1,999.99	________	__________	____
$2,000.00 - $2,999.99	________	__________	____
$3,000.00 - $3,999.99	________	__________	____
$4,000.00 - $4,999.99	________	__________	____
$5,000.00 - $5,999.99	________	__________	____
$6,000.00 - $6,999.99	________	__________	____
$7,000.00 - $7,999.99	________	__________	____
$8,000.00 - $8,999.99	________	__________	____
$9,000.00 - $9,999.99	________	__________	____
$10,000.00 - $14,999.99	________	__________	____
$15,000.00 - $19,999.99	________	__________	____
$20,000.00 - $24,999.99	________	__________	____
$25,000.00 - $29,999.99	________	__________	____
$30,000.00 - $34,999.99	________	__________	____
$35,000.00 - $39,999.99	________	__________	____
$40,000.00 - $44,999.99	________	__________	____
$45,000.00 - $49,999.99	________	__________	____
$50,000.00 - $54,999.99	________	__________	____
$55,000.00 - $59,999.99	________	__________	____
$60,000.00 - $64,999.99	________	__________	____
$65,000.00 - $69,999.99	________	__________	____
$70,000.00 - $74,999.99	________	__________	____
$75,000.00 - $79,999.99	________	__________	____
$80,000.00 - $84,999.99	________	__________	____
$85,000.00 - $89,999.99	________	__________	____
$90,000.00 - $94,999.99	________	__________	____
$95,000.00 - $99,999.99	________	__________	____
$100,000.00 - $109,999.99	________	__________	____
$110,000.00 - $119,999.99	________	__________	____
$120,000.00 - $129,999.99	________	__________	____
$130,000.00 - $139,999.99	________	__________	____
$140,000.00 - $149,999.99	________	__________	____
$150,000.00 or greater	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY REMAINING TERM TO SCHEDULED MATURITY AS OF THE STATISTICAL CUTOFF DATE

Number of Months Remaining to Scheduled Maturity	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
0 to 24	________	$ __________	____
25 to 36	________	__________	____
37 to 48	________	__________	____
49 to 60	________	__________	____
61 to 72	________	__________	____
73 to 84	________	__________	____
85 to 96	________	__________	____
97 to 108	________	__________	____
109 to 120	________	__________	____
121 to 132	________	__________	____
133 to 144	________	__________	____
145 to 156	________	__________	____
157 to 168	________	__________	____
169 to 180	________	__________	____
181 to 192	________	__________	____
193 to 220	________	__________	____
221 to 260	________	__________	____
261 to 300	________	__________	____
Over 300	________	__________	____
Total	________	$        __________	100.00

We have determined the numbers of months remaining to scheduled maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable trust student loan without giving effect to any deferral or forbearance periods that may be granted in the future.  See Appendix A to the accompanying base prospectus and “The Student Loan Pools—The Student Loan Corporation’s Student Loan Business” in the accompanying base prospectus.  Also, see “Risk Factors—You Will Bear Prepayment and Extension Risk Due to Actions Taken by Individual Borrowers and Other Variables Beyond Our Control” in the accompanying base prospectus.

DISTRIBUTION OF THE TRUST STUDENT LOANS
BY CURRENT BORROWER PAYMENT STATUS AS OF THE STATISTICAL CUTOFF DATE

Current Borrower Payment Status	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Deferral	________	$ __________	____
Forbearance	________	__________	____
Repayment	________	__________	____
First year in repayment	________	__________	____
Second year in repayment	________	__________	____
Third year in repayment	________	__________	____
Fourth year or greater in repayment	________	__________	____
Total	________	$        __________	100.00

Current borrower payment status refers to the status of the borrower of each trust student loan as of the statistical cutoff date.  The borrower:

·

may have temporarily ceased repaying the loan through a deferral or a forbearance period; or

·

may currently be required to repay the loan—repayment.

See Appendix A to the accompanying base prospectus and “The Student Loan Pools—The Student Loan Corporation’s Student Loan Business” in the accompanying base prospectus.

The weighted average loan age for all trust student loans is approximately ____ months.  The weighted average number of months in repayment for all trust student loans in repayment is approximately ____ months.

SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE
TRUST STUDENT LOANS BY CURRENT BORROWER PAYMENT STATUS
AS OF THE STATISTICAL CUTOFF DATE

	Scheduled Months in Status
Current Borrower Payment Status	Deferral	Forbearance		Repayment(1)
Deferral	____		-	____
Forbearance	-		____	____
Repayment	-		-	____

(1)

Scheduled months shown in the table were determined without giving effect to deferral or forbearance periods that may be granted in the future.  

GEOGRAPHIC DISTRIBUTION OF THE
TRUST STUDENT LOANS AS OF THE STATISTICAL CUTOFF DATE

Geographic Distribution	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Alabama	________	$ __________	____
Alaska	________	__________	____
Arizona	________	__________	____
Arkansas	________	__________	____
California	________	__________	____
Colorado	________	__________	____
Connecticut	________	__________	____
Delaware	________	__________	____
District of Columbia	________	__________	____
Florida	________	__________	____
Georgia	________	__________	____
Hawaii	________	__________	____
Idaho	________	__________	____
Illinois	________	__________	____
Indiana	________	__________	____
Iowa	________	__________	____
Kansas	________	__________	____
Kentucky	________	__________	____
Louisiana	________	__________	____
Maine	________	__________	____
Maryland	________	__________	____
Massachusetts	________	__________	____
Michigan	________	__________	____
Minnesota	________	__________	____
Mississippi	________	__________	____
Missouri	________	__________	____
Montana	________	__________	____
Nebraska	________	__________	____
Nevada	________	__________	____
New Hampshire	________	__________	____
New Jersey	________	__________	____
New Mexico	________	__________	____
New York	________	__________	____
North Carolina	________	__________	____
North Dakota	________	__________	____
Ohio	________	__________	____
Oklahoma	________	__________	____
Oregon	________	__________	____
Pennsylvania	________	__________	____
Rhode Island	________	__________	____
South Carolina	________	__________	____
South Dakota	________	__________	____
Tennessee	________	__________	____
Texas	________	__________	____
Utah	________	__________	____
Vermont	________	__________	____
Virginia	________	__________	____
Washington	________	__________	____
West Virginia	________	__________	____
Wisconsin	________	__________	____
Wyoming	________	__________	____
Other	________	__________	____
Total	________	$        __________	100.00

We have based the geographic distribution shown in the table on the billing addresses of the borrowers of the trust student loans shown on the servicer’s records as of the statistical cutoff date.

Each of the trust student loans provides or will provide for the amortization of its outstanding principal balance over a series of regular payments.  Except as described below, each regular payment consists of an installment of interest which is calculated on the basis of the outstanding principal balance of the trust student loan.  The amount received is applied first to interest accrued to the date of payment and the balance of the payment, if any, is applied to reduce the unpaid principal balance.  Accordingly, if a borrower pays a regular installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.  Conversely, if a borrower pays a monthl y installment after its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.  In addition, if a borrower pays a monthly installment after its scheduled due date, the borrower may owe a fee on that late payment.  If a late fee is applied, such payment will be applied first to the applicable late fee, second to interest and third to principal.  As a result, the portion of the payment applied to reduce the unpaid principal balance may be less than it would have been had the payment been made as scheduled.

In either case, subject to any applicable deferral periods or forbearance periods, and except as provided below, the borrower pays a regular installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance of that trust student loan.

SLC offers various incentive programs to borrowers of FFELP student loans it holds.  One common incentive program allows for an interest rate reduction (currently ____%) to borrowers who elect to receive electronic statements and have their installments deducted automatically from their bank accounts.  Another incentive program provides an interest rate reduction to borrowers who pay a specified number of consecutive installments on time, starting with their first installment.  The foregoing benefits are lost if a borrower is delinquent with respect to any installment.  __________ of the trust student loans may qualify for a total interest rate reduction of not more than ____%.

In addition, SLC makes payment terms available to borrowers of student loans it holds that may result in the lengthening of the remaining term of the student loans.  For example, not all of the loans owned by SLC provide for level payments throughout the repayment term of the loans.  Some student loans provide for interest only payments to be made for a designated portion of the term of the loans, with amortization of the principal of the loans occurring only when payments increase in the latter stage of the term of the loans.  Other loans provide for a graduated phase-in of the amortization of principal with a greater portion of principal amortization being required in the latter stages than would be the case if amortization were on a level payment basis.  SLC also offers an income-sensitive repayment plan, under which repayments are based on the borrower’s income, and an extended repayment plan, under which certain borrowers may extend their repayment term up to 30 years.  On and after July 1, 2009, qualifying borrowers of trust student loans may request an income-based repayment option that provides for a monthly payment amount based on the borrower’s adjusted gross income, family size and the poverty line for the borrower’s state of residence, and which forgives any remaining balance after 25 years of qualifying payments.

The following table provides certain information about trust student loans subject to the repayment terms described in the preceding paragraphs.

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY LOAN TYPE AS OF THE STATISTICAL CUTOFF DATE

Loan Type	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Subsidized	________	$ __________	____
Unsubsidized	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY REPAYMENT TERMS AS OF THE STATISTICAL CUTOFF DATE

Loan Repayment Terms	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Level Repayment	________	$ __________	____
Other Repayment Options(1)	________	__________	____
Total	________	$        __________	100.00

(1)

Includes, among others, graduated repayment, income-sensitive and interest-only period loans.

SLC, as servicer, on behalf of the issuing entity, may in the future offer repayment terms similar to those described above to borrowers of loans in the issuing entity who are not entitled to these repayment terms as of the statistical cutoff date.  If repayment terms are offered to and accepted by borrowers, the weighted average life of the securities could be lengthened.

The following table provides information about the trust student loans regarding date of disbursement.  Any special allowance payments on the trust student loans are based on (a) the 91-day Treasury bill rate for trust student loans first disbursed prior to January 1, 2000 and (b) the three month financial commercial paper rate for trust student loans first disbursed on or after January 1, 2000.  In general, student loans disbursed prior to October 1, 1993 are reimbursed at 100% by the applicable guarantor, student loans disbursed on or after October 1, 1993 and before July 1, 2006 are reimbursed at 98% by the applicable guarantor and student loans disbursed on or after July 1, 2006 are reimbursed at 97% by the applicable guarantor.

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY DISBURSEMENT DATE AS OF THE STATISTICAL CUTOFF DATE

Disbursement Date	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
Prior to October 1, 1993	________	$ __________	____
October 1, 1993 through December 31, 1999	________	__________	____
January 1, 2000 through June 30, 2006	________	__________	____
July 1, 2006 through September 30, 2007	________	__________	____
On or after October 1, 2007	________	__________	____
Total	________	$        __________	100.00

DISTRIBUTION OF THE TRUST
STUDENT LOANS BY NUMBER OF DAYS OF
DELINQUENCY AS OF THE STATISTICAL CUTOFF DATE

Days Delinquent	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
0 to 30	________	$ __________	____
31 to 60	________	__________	____
61 to 90	________	__________	____
91 to 120	________	__________	____
121 to 150	________	__________	____
151 to 180	________	__________	____
Total	________	$        __________	100.00

Insurance of Trust Student Loans; Guarantors of Trust Student Loans

General.  All of the trust student loans that will be sold to the issuing entity on the closing date will be guaranteed as to at least 97% of the outstanding principal and interest accrued under the loan at the time of the making of a claim by one of the guarantee agencies described below and reinsured by the U.S. Department of Education under the Higher Education Act and must be eligible for special allowance payments and, in the case of some trust student loans, interest subsidy payments by the U.S. Department of Education.

As a general rule, for student loans disbursed on or after July 1, 2006, lenders are reimbursed at 97% (or at least 98% for student loans disbursed prior to July 1, 2006) by the applicable guarantor, and reinsured against default by the U.S. Department of Education.  See “Risk Factors—You May Incur Losses or Delays in Payments on Your Notes if Borrowers Default on the Student Loans” in this prospectus supplement and “Appendix A—Federal Family Education Loan Program—Guarantee Agencies under the FFELP” in the accompanying base prospectus.

No insurance premium is charged to a borrower or a lender in connection with a consolidation loan.  However, FFELP lenders must pay a monthly rebate fee to the U.S. Department of Education at an annualized rate of 1.05% on principal of and interest on consolidation loans disbursed on or after October 1, 1993, with the exception of consolidation loans for which consolidation loan applications were received between October 1, 1998 and January 31, 1999, for which FFELP lenders must pay a fee at an annualized rate of 0.62%.  The issuing entity will pay this consolidation loan rebate prior to calculating Available Funds.

Guarantee Agencies for the Trust Student Loans.  The eligible lender trustee has entered into a separate guarantee agreement with each of the guarantee agencies listed below, under which each of the guarantors has agreed to serve as guarantor for specified trust student loans.

Under the Higher Education Amendments of 1992, if the U.S. Department of Education has determined that a guarantee agency is unable to meet its insurance obligations, a loan holder may submit claims directly to the U.S. Department of Education and the U.S. Department of Education is required to pay the full guarantee payment in accordance with guarantee claim processing standards no more stringent than those of the guarantee agency.  However, the U.S. Department of Education’s obligation to pay guarantee claims directly in this fashion is contingent upon the U.S. Department of Education making the determination referred to above.  We cannot assure you that the U.S. Department of Education would ever make that determination with respect to a guarantee agency or, if that determination was made, whether that determination or the ultimate payment of guarantee claims would be made in a timely manner.  See “< I>Appendix A—Federal Family Education Loan Program—Guarantee Agencies under the FFELP” in the accompanying base prospectus.

The following table provides information with respect to the portion of the trust student loans guaranteed by each guarantor:

DISTRIBUTION OF THE TRUST STUDENT LOANS BY
GUARANTEE AGENCY AS OF THE STATISTICAL CUTOFF DATE

Guarantee Agency	Number of Loans	Aggregate Outstanding Principal Balance	Percent of Pool by Aggregate Outstanding Principal Balance
__________	________	$ __________	____
__________	________	__________	____
__________	________	__________	____
__________	________	__________	____
__________	________	__________	____
__________	________	__________	____
__________	________	__________	____
__________	________	__________	____
__________	________	__________	____
Other	________	__________	____
Total	________	$        __________	100.00

The U.S. Department of Education is required to make reinsurance payments to guarantors with respect to FFELP loans in default.  This requirement is subject to specified reductions when the guarantor’s claims rate for a fiscal year equals or exceeds certain trigger percentages of the aggregate original principal amount of FFELP loans guaranteed by that guarantor that are in repayment on the last day of the prior fiscal year.  See “Appendix A—Federal Family Education Loan Program” in the accompanying base prospectus.

Each guarantee agency’s guarantee obligations with respect to any trust student loan are conditioned upon the satisfaction of all of the conditions in the applicable guarantee agreement.  These conditions include, but are not limited to, the following:

·

the origination and servicing of the trust student loan being performed in accordance with the FFELP, the Higher Education Act, Department of Education regulations, the guarantee agency’s rules and other applicable requirements in all material respects;

·

the timely payment of the default fee payable on the trust student loan;

·

the timely submission to the guarantee agency of all required pre-claim delinquency status notifications and of the claim on the trust student loan; and

·

compliance with FFELP’s requirements for due diligence in servicing and collection of the trust student loans.

Failure to comply with any of the applicable conditions, including those listed above, may result in the refusal of the guarantee agency to honor its guarantee agreement on the trust student loans, in the denial of guarantee coverage for certain accrued interest amounts or in the loss of certain interest subsidy payments and special allowance payments.

See “Appendix A—Federal Family Education Loan Program” to the accompanying base prospectus.

Some historical information about each of the guarantee agencies that guarantees trust student loans comprising at least 10% of the expected Initial Pool Balance is provided below.  For purposes of the following tables we refer to these guarantee agencies as the “Significant Guarantors.”  The information shown for the Significant Guarantors relates to all student loans, including, but not limited to, trust student loans guaranteed by the Significant Guarantor.

We obtained the following information from various sources, including from the Significant Guarantors themselves or, if not available from the Significant Guarantors, from U.S. Department of Education publications and data.  Prospective investors may consult the U.S. Department of Education Data Books for further information concerning the guarantors.  None of the depositor, SLC or the underwriters have audited or independently verified this information for accuracy or completeness.

[Significant Guarantors]

[Add historical information disclosure for each Significant Guarantor].

Cure Period for Trust Student Loans

SLC, the depositor or the servicer, as applicable, will be obligated to purchase, or to substitute qualified student loans for, and to reimburse for shortfalls in the value of, affected trust student loans in the event of breaches of certain representations, warranties or covenants which have a material adverse effect (individually or in the aggregate) on the noteholders, following a period during which the breach may be cured or the issuing entity may be reimbursed.  However, any breach that relates to compliance with the requirements of the Higher Education Act or the applicable guarantor but that does not affect the guarantor’s obligation to guarantee payment of a trust student loan will not be considered to have a material adverse effect.

For purposes of trust student loans, the cure period will be 210 days.  However, in the case of breaches that may be cured by the reinstatement of the guarantor’s guarantee of the trust student loan, the cure period will be 360 days.  In each case the cure period begins on the earlier of the date on which the breach is discovered and the date of the servicer’s receipt of the guarantor reject transmittal form with respect to the trust student loan.  The purchase or substitution will be made not later than the end of the 210-day cure period or not later than the 60th day following the end of the 360-day cure period, as applicable.

Notwithstanding the foregoing, if as of the last business day of any month the aggregate principal amount of trust student loans for which claims have been filed with and rejected by a guarantor as a result of a breach by the depositor or the servicer or for which the servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of that breach exceeds 1% of the Initial Pool Balance, then the servicer or the depositor, as applicable, will be required to purchase, within 30 days of a written request by the owner trustee or the indenture trustee, such affected trust student loans in an aggregate principal amount so that after the purchases the aggregate principal amount of affected trust student loans is less than 1% of the Initial Pool Balance.  The trust student loans to be purchased by the servicer or the depositor pursuant to the preceding sentence will be based on the date of claim reje ction, with the trust student loans with the earliest of these dates to be purchased first.  See “Servicing and Administration—Servicer Covenants” and “Transfer Agreements—Sale of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor” and “—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in the accompanying base prospectus.

Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Issuing Entities

Due to a U.S. Department of Education policy limiting the granting of new lender identification numbers, the eligible lender trustee will be allowed under the trust agreement to permit other issuing entities established by the depositor to securitize student loans to use the U.S. Department of Education lender identification number applicable to the issuing entity.  In that event, the billings submitted to the U.S. Department of Education for interest subsidy and special allowance payments on loans in the issuing entity would be consolidated with the billings for the payments for student loans in other issuing entities using the same lender identification number and payments on the billings would be made by the U.S. Department of Education in lump sum form.  These lump sum payments would then be allocated among the various issuing entities using the same lender identification number.

In addition, the sharing of the lender identification number with other issuing entities may result in the receipt of claim payments from guarantee agencies in lump sum form.  In that event, these payments would be allocated among the issuing entities in a manner similar to the allocation process for interest subsidy and special allowance payments.

The U.S. Department of Education regards the eligible lender trustee as the party primarily responsible to the U.S. Department of Education for any liabilities owed to the U.S. Department of Education or guarantee agencies resulting from the eligible lender trustee’s activities in the FFELP.  As a result, if the U.S. Department of Education or a guarantee agency were to determine that the eligible lender trustee owes a liability to the U.S. Department of Education or a guarantee agency on any student loan included in an issuing entity using the shared lender identification number, the U.S. Department of Education or that guarantee agency would be likely to collect that liability by offset against amounts due the eligible lender trustee under the shared lender identification number, including amounts owed in connection with the issuing entity.

In addition, other issuing entities using the shared lender identification number may in a given quarter incur consolidation origination fees, consolidation loan rebate fees or special allowance payment rebates that exceed the interest subsidy and special allowance payments payable by the U.S. Department of Education on the loans in the other issuing entities, resulting in the consolidated payment from the U.S. Department of Education received by the eligible lender trustee under the lender identification number for that quarter equaling an amount that is less than the amount owed by the U.S. Department of Education on the loans in the issuing entity for that quarter.

The servicing agreement for the issuing entity and the servicing agreements for the other issuing entities established by the depositor that share the lender identification number to be used by the issuing entity will require any issuing entity to indemnify the other issuing entities against a shortfall or an offset by the U.S. Department of Education or a guarantee agency arising from the student loans held by the eligible lender trustee on the issuing entity’s behalf.

RECENT DEVELOPMENTS

Department of Education Action to Determine the Commercial Paper Rate.  Each quarter, the Department of Education calculates the rate at which special allowance payments are made to student loan lenders.  Generally, the rate is determined based on the average daily three-month commercial paper rate published by the Federal Reserve in Publication H.15.  As a result of general market uncertainty, no such daily three-month commercial paper rate was published for 33 business days during the fourth quarter of 2008.  In response to this situation, the Department of Education used the commercial paper funding facility rates published by the Federal Reserve in Publication H.15 as a substitute for the unpublished daily three-month commercial paper rates.  The effect of this substitution was a short-term increase in the rate at which special allowance payments were made to student loan lenders, which broug ht such payments closer to their historical levels.

It is not certain what, if anything, the Department of Education may do in response to any similar situations in the future or what the effect on noteholders of any such action or inaction may be.  H.R. 3221, the Student Aid and Fiscal Responsibility Act of 2009, which was approved by the House of Representatives in September 2009, contains a provision which attempts to provide a solution for the net interest margin compression experienced by SLC and other holders of FFELP loans as a result of the divergence between the commercial paper rate and LIBOR.  The provision would allow holders to elect to use, for calendar quarters beginning January 1, 2010, the one-month LIBOR index in lieu of the current three-month commercial paper index.  A loan holder’s choice under this provision would be irrevocable.

DESCRIPTION OF THE NOTES

General

The notes will be issued under an indenture substantially in the form filed as an exhibit to the registration statement to which this prospectus supplement relates.  The issuance of the notes was authorized by a resolution of the Board of Directors of the depositor.  The following summary describes some terms of the notes, the indenture and the trust agreement.  The accompanying base prospectus describes other terms of the notes.  See “Description of the Notes” and “Certain Information Regarding the Notes” in the accompanying base prospectus.  The following summary presents only brief descriptions of the material terms of these transaction documents and is subject to actual provisions of the notes, the indenture and the trust agreement.

The Notes

Distributions of Interest.  Interest will accrue on the outstanding principal amount of the notes at the note interest rate.  Interest will accrue during each applicable accrual period and will be payable to the noteholders on each distribution date.  Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Note Interest Shortfall in the Glossary.  Interest payments on the notes for any distribution date will generally be funded from Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  If these sources are insufficient to pay the Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the noteholders, based upon the total amount of interest then due on the  notes.

The interest rate for the notes for each accrual period will be equal to three-month LIBOR (except for the first accrual period) plus ____%.

LIBOR for the first accrual period will be determined by the following formula:

x + [a/b ´ (y - x)]

where:

x = two-month LIBOR;

y = three-month LIBOR;

a = the actual number of days from the maturity date of two-month LIBOR to the first distribution date; and

b = the actual number of days from the maturity date of two-month LIBOR and the maturity date of three-month LIBOR;

The administrator will determine LIBOR for each accrual period on the second business day before the beginning of that accrual period, as described under “—Determination of LIBOR” below.

Distributions of Principal.  Principal payments will be made to the noteholders on each distribution date in an amount generally equal to the Principal Distribution Amount, until the outstanding principal amount of the notes is reduced to zero.  Principal payments on the notes will generally be funded from Available Funds and the other sources of funds available for payments of principal described in this prospectus supplement (subject to all prior required distributions).  See “—Distributions” and “—Credit Enhancement” in this prospectus supplement.  

Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the notes except at maturity of the notes or on the final distribution upon termination of the issuing entity.

Principal payments will be applied on each distribution date in the priorities set forth under “—Distributions” below.

The outstanding principal amount of the notes will be due and payable in full on the stated maturity date.  The actual date on which the outstanding principal and accrued interest of the notes is paid may be earlier than the stated maturity date, based on a variety of factors as described in “You Will Bear Prepayment and Extension Risk Due to Actions Taken by Individual Borrowers and Other Variables Beyond Our Control” under “Risk Factors” in the accompanying base prospectus.

Determination of LIBOR

LIBOR, for any accrual period, will be the London interbank offered rate for deposits in U.S. Dollars having the specified maturity commencing on the first day of the accrual period, as that rate appears on the Reuters LIBOR01 Page, or another page of this or any other financial reporting service in general use in the financial services industry, as of 11:00 a.m., London time, on the related LIBOR Determination Date.  If no rate is so reported on the related LIBOR Determination Date, the rate for that day will be determined on the basis of the rates at which deposits in U.S. Dollars, having the specified maturity and in a principal amount of not less than $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks.  The administrator will request the principal London office of each Reference Bank to provide a q uotation of its rate.  If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations.  If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the administrator, at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks having the specified maturity and in a principal amount of not less than $1,000,000.  If the banks selected as described above are not providing quotations, LIBOR in effect for the applicable accrual period will be LIBOR for the specified maturity in effect for the previous accrual period.

For this purpose:

·

“LIBOR Determination Date” means, for each accrual period, the second business day before the beginning of that accrual period.

·

“Reference Banks” means four major banks in the London interbank market selected by the administrator.

·

“Reuters LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

For purposes of calculating LIBOR, a business day is any day on which banks in New York City and the City of London are open for the transaction of international business.  Interest due for any accrual period will always be determined based on the actual number of days elapsed in the accrual period over a 360-day year.

Notice of Interest Rates

Information concerning the past and current LIBOR, any other applicable index, and the interest rate applicable to the notes will be available by registering on the administrator’s website at http://www.studentloan.com or by telephoning the administrator at (203) 975-6320 between the hours of 9 a.m. and 4 p.m., Eastern time, on any business day and will also be available through the Reuters Monitor Money Rates Service or Bloomberg L.P.  [So long as the notes are listed on the Irish Stock Exchange, the administrator will also notify the Irish paying agent, and will cause the Irish Stock Exchange to be notified, of the current interest rate for the notes prior to the first day of each accrual period.]

Additional Information Concerning Accounts and Eligible Investments

The indenture administrator will establish and maintain the collection account for the benefit of the noteholders, in the name of the indenture trustee, into which all payments on the trust student loans will be deposited.  The indenture administrator will also establish and maintain the reserve account and the capitalized interest account in the name of the indenture trustee, for the benefit of the noteholders.  

The indenture administrator will invest funds in the collection account, the reserve account and the capitalized interest account in eligible investments as provided in the indenture.  Eligible investments are generally limited to investments acceptable to the rating agencies as being consistent with the ratings of the notes.  Subject to some conditions, eligible investments may include debt instruments or other obligations (including asset-backed notes) issued by the depositor or its affiliates, other issuing entities originated by the depositor or its affiliates or third parties and repurchase obligations of those persons with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof.  Eligible investments are limited to obligations or debt instruments that are expected to mature not later than the business day immediately preceding the next distribution date (or mon thly servicing fee payment date, to the extent of the primary servicing fee).  See “Servicing and Administration—Accounts” in the accompanying base prospectus for a more complete description of eligible investments.

Servicing Compensation

The servicer will be entitled to receive two separate servicing fees in an amount equal to the primary servicing fee and the carryover servicing fee as compensation for performing the functions as servicer for the issuing entity.

The primary servicing fee for any month is equal to the lesser of the product of $____ and the number of borrowers as of the first day of the preceding month and 1/12^th of an amount equal to ____% of the outstanding principal amount of the trust student loans as of the last day of the preceding calendar month.

The primary servicing fee will be payable on each monthly servicing payment date and will be paid solely out of Available Funds and amounts on deposit in the reserve account on that date.

The carryover servicing fee is the sum of:

·

the amount of specified increases in the costs incurred by the servicer;

·

the amount of specified conversion, transfer and removal fees;

·

any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

·

interest on any unpaid amounts.

The carryover servicing fee will be payable to the servicer on each distribution date out of Available Funds after payment on that distribution date of clauses (a) through (d) under “—Distributions—Distributions from the Collection Account” in this prospectus supplement.  The carryover servicing fee will be subject to increase agreed to by the administrator, the eligible lender trustee and the servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the servicer in providing the services to be provided under the servicing agreement, whether due to changes in applicable governmental regulations, guarantor program requirements or regulations, or postal rates.  The servicer will be solely responsible for the payment of fees due to the sub-servicer.

Additional Information Concerning Servicing Procedures

The servicer will keep ongoing records on the trust student loans and its collection activities utilizing the same standards it uses for similar student loans owned by SLC and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including the Higher Education Act.  It will also furnish periodic statements to the indenture trustee, the indenture administrator, the eligible lender trustee and the noteholders.  See “Servicing and Administration—Statements to Indenture Trustee, Indenture Administrator and Issuing Entity” in the accompanying base prospectus.

Additional Information Concerning Payments on Student Loans

The servicing agreement will not require the servicer to make advances to any issuing entity and no such advances have been made by the servicer with respect to any trust student loans.

Additional Information Concerning Servicer Covenants

The servicer will not reschedule, revise, defer or otherwise compromise payments due on any trust student loan except during any applicable interest-only, deferral or forbearance periods or otherwise in accordance with the same standards it uses for similar student loans owned by SLC and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including the Higher Education Act.  See “Servicing and Administration—Servicer Covenants” in the accompanying base prospectus.

All expenses related to the resignation or removal for cause of the servicer or any successor servicer will be paid solely by the servicer being replaced.

Distributions

Deposits into the Collection Account.  On or before the third business day immediately prior to each distribution date, the servicer and the administrator will provide the indenture administrator with certain information as to the preceding collection period, including the amount of Available Funds received from the trust student loans and the aggregate purchase amount of the trust student loans to be purchased by SLC, the depositor or the servicer.

The sub-servicer will forward to the servicer all identifiable payments on the trust student loans and all proceeds of the trust student loans collected by the sub-servicer during each collection period within four business days of receipt and the servicer will deposit all identifiable payments on the trust student loans and all proceeds of the trust student loans received by it (including amounts received from the sub-servicer) during each collection period into the collection account within two business days of the servicer’s receipt.  The servicer will deposit all interest subsidy payments and all special allowance payments on the student loans received by it for each collection period into the collection account within two business days of receipt.  

Distributions from the Collection Account.  On each monthly servicing payment date that is not a distribution date, the administrator will instruct the indenture administrator to pay to the servicer the primary servicing fee due for the period from and including the preceding monthly servicing payment date to and excluding the current monthly servicing payment date from amounts on deposit in the collection account.

On or before each distribution date, the administrator will instruct the indenture administrator to first pay or reimburse itself, the administrator, the indenture trustee, the paying agent, the owner trustee and the eligible lender trustee for all amounts due to each such party under the relevant transaction documents for the related distribution date, (these amounts payable to the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee and the eligible lender trustee not to exceed $__________ per annum in the aggregate at all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity) and then make the following deposits and distributions in the amounts and in the order of priority shown below, except as otherwise provided under “—The Notes—Distributions of Principal,” to the extent of the Available Funds for that distribution date, amounts transferred from the capitalized interest account through the ________ 20__ distribution date with respect to clause (b) below for that distribution date and amounts transferred from the reserve account with respect to that distribution date:

(a)

to the servicer, the primary servicing fee due on that distribution date;

(b)

to the noteholders, the Interest Distribution Amount;

(c)

to the noteholders, until the outstanding principal amount of the notes has been reduced to zero, the Principal Distribution Amount;

(d)

to the reserve account, the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance;

(e)

to the servicer, the aggregate unpaid amount of the carryover servicing fee, if any;

(f)

to the indenture administrator, the administrator, the indenture trustee, the paying agent, the owner trustee, the eligible lender trustee, [the Irish paying agent and The Irish Stock Exchange Limited] in respect of its fees, pro rata, for all amounts due to each and not previously paid; and

(g)

first, to pay any amounts owing to a potential future cap counterparty under any potential future interest rate cap agreement, and then to the trust certificateholder (initially, the depositor or an affiliate thereof), any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing, in the event the trust student loans are not sold on the trust auction date, on each subsequent distribution date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the administrator will direct the indenture administrator to distribute as accelerated payments of principal on the notes all amounts that otherwise would be paid to the trust certificateholder.

Distributions Following an Event of Default and Acceleration of the Maturity of the Notes

Following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity, the priority of distributions on each distribution date shown above under “—Distributions—Distributions from the Collection Account” will be made in the following order of priority:

first, to the administrator, the indenture trustee, the indenture administrator and the paying agent for amounts due to the administrator, the indenture trustee, the indenture administrator and the paying agent, respectively, for fees, expenses and/or indemnities (but only to the extent not paid by the administrator or the depositor), to the owner trustee for amounts due to it under the relevant transaction documents and to the eligible lender trustee for amounts due to it under the relevant transaction documents;

second, to the servicer for due and unpaid primary servicing fees;

third, to the noteholders, the Interest Distribution Amount;

fourth, to the noteholders, an amount sufficient to reduce the outstanding principal amount of the notes to zero;

fifth, to the servicer, for any unpaid carryover servicing fee; and

sixth, to pay any amounts owing to a potential future cap counterparty under any potential future interest rate cap agreement, and then to the trust certificateholder (initially, the depositor or an affiliate thereof), any remaining funds.

See “Description of the Notes—The Indenture—Events of Default; Rights Upon Events of Default” in the accompanying base prospectus.

Voting Rights and Remedies

Noteholders will have the voting rights and remedies described in the accompanying base prospectus.  See “Transfer  Agreements—Amendments to Transfer Agreements,” “Servicing and Administration—Servicer Default,” “Servicing and Administration—Rights upon Servicer Default,” “Servicing and Administration—Waiver of Past Defaults,” “Servicing and Administration—Administrator Default,” “Servicing and Administration—Rights upon Administrator Default,” “Description of the Notes—The Indenture—Modification of Indenture,” “Description of the Notes—The Indenture—Events of Default; Rights upon Event of Default” and “Certain Information Regarding the Notes—Definitive Notes” in the accompanying base prospectus.

Credit Enhancement

Excess Interest. Excess interest is created when interest collections received on the trust student loans during a collection period and related investment earnings exceed the interest on the notes at the related note interest rates and certain fees and expenses of the issuing entity.  Excess interest with respect to the trust student loans is intended to provide “first loss” protection for the notes.  Excess interest (as part of all interest collections) will be collected and deposited into the collection account and will become part of the Available Funds.  There can be no assurance as to the rate, timing or amount, if any, of excess interest. The application of excess interest to the payment of principal on your notes will affect the weighted average life and yield on your investment.  Excess interest not applied to make required distributions on any distribution date, and not deposited into the reserve account, will be paid to the trust certificateholder and will not be available on subsequent distribution dates to make payments on the notes.

Overcollateralization Amount.  The overcollateralization amount represents the amount by which the Adjusted Pool Balance exceeds the outstanding principal amount of the notes.  On the closing date, the initial overcollateralization amount is expected to equal approximately ____% of the Adjusted Pool Balance.  The application of Available Funds described under “—Distributions—Distributions from the Collection Account” above is designed to build the level of the overcollateralization amount to, and maintain it at, the Specified Overcollateralization Amount.  

On the closing date, the Initial Pool Balance is expected to be less than the principal amount of the notes.  Because the definition of “Adjusted Pool Balance” includes the amount on deposit in the capitalized interest account and the Specified Reserve Account Balance, the initial overcollateralization amount will be greater than zero on the closing date.  

Reserve Account.  The reserve account will be created with an initial deposit by the depositor on the closing date of cash in an amount equal to $__________.  The reserve account may be replenished on each distribution date, by a deposit into it of the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance from the amount of Available Funds remaining after payment for that distribution date under clauses (a) through (c) under “—Distributions—Distributions from the Collection Account” in this prospectus supplement above.

If the market value of securities and cash in the reserve account on any distribution date is sufficient, together with Available Funds for such distribution date, to pay the remaining principal amount of and interest accrued on the notes and any unpaid primary servicing fees and administration fees and expenses, these assets will be so applied on that distribution date.

If the amount on deposit in the reserve account on any distribution date after giving effect to all deposits or withdrawals from the reserve account on that distribution date is greater than the Specified Reserve Account Balance for that distribution date, the administrator will instruct the indenture administrator to deposit the amount of the excess into the collection account for distribution on that distribution date.

Amounts held from time to time in the reserve account will continue to be held for the benefit of the noteholders.  Funds will be withdrawn from cash in the reserve account on any distribution date or, in the case of the payment of any primary servicing fee, on any monthly servicing payment date, to the extent that the amount of Available Funds and the amount on deposit in the capitalized interest account on that distribution date or monthly servicing payment date is insufficient to pay any of the items specified in clauses (a) and (b) under “—Distributions—Distributions from the Collection Account” above.  These funds also will be withdrawn at maturity of the notes or on the final distribution upon termination of the issuing entity to the extent that the amount of Available Funds at that time is insufficient to pay the item specified in clause (b) and, in the case of the final distribution upo n termination of the issuing entity, clause (c) under “—Distributions—Distributions from the Collection Account” above.  These funds will be paid from the reserve account to the persons and in the order of priority specified above for distributions out of the collection account.

The reserve account is intended to enhance the likelihood of timely distributions of interest to the noteholders and to decrease the likelihood that the noteholders will experience losses.  In some circumstances, however, the reserve account could be reduced to zero.  Except on the final distribution upon termination of the issuing entity, amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to cover any carryover servicing fee.  Amounts on deposit in the reserve account will be available to pay principal on the notes and accrued interest at the maturity of the notes, and to pay any carryover servicing fee on the final distribution upon termination of the issuing entity.

Capitalized Interest Account.  The capitalized interest account will be created with an initial deposit by the depositor on the closing date of cash in an amount equal to $__________.  The initial deposit will not be replenished.

Amounts held from time to time in the capitalized interest account will be held for the benefit of the noteholders.  If, on any distribution date through the ________ 20__ distribution date, the amount of Available Funds is insufficient to pay the item specified in clause (b) under “—Distributions—Distributions from the Collection Account” above, amounts on deposit in the capitalized interest account on that distribution date will be withdrawn by the indenture administrator to cover those shortfalls, to the extent of funds on deposit therein, and will be allocated in the same order of priority shown under “—Distributions—Distributions from the Collection Account” above.

Funds on deposit in the capitalized interest account on the distribution dates listed in the table below in excess of the corresponding account balance will be transferred to the collection account and included in Available Funds on that distribution date.

Distribution Date	Account Balance
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________

All remaining funds on deposit in the capitalized interest account on the ________ 20__ distribution date will be transferred to the collection account and included in Available Funds on that distribution date.

The capitalized interest account is intended to enhance the likelihood of timely distributions of interest to the noteholders through the ________ 20__ distribution date.

[Potential Future Interest Rate Cap Agreement.  At any time after the closing date, at the direction of the administrator, the issuing entity may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more Eligible Cap Counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes.  Any potential future interest rate cap agreement would contain customary and usual terms for such derivative agreements.  Any payment due by the issuing entity to a potential future cap counterparty would be payable only out of funds payable under clause (g) of “—Distributions—Deposits into the Collection Account” in this prospectus supplement.  Any payments received from a potential future cap counterparty will be included in Av ailable Funds.  The issuing entity will enter into a potential future interest rate cap agreement only upon satisfaction of the Notice Condition.  It is not anticipated that the issuing entity would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment.]

[Credit Enhancement Provider.  Pursuant to Item 1114(b) of Regulation AB, if any credit enhancement provider is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cash flow supporting any offered class of notes, financial data required by Item 301 of Regulation S–K (17 CFR § 229.301) for such credit enhancement provider will be provided.

If any credit enhancement provider is liable or contingently liable to provide payments representing 20% or more of the cash flow supporting any offered class of notes, financial statements meeting the requirements of Regulation S–X (17 CFR § 210.1-01 through 17 CFR § 210.12–29), except 17 CFR § 210.3-05 and Article 11 of Regulation S–X (17 CFR § 210.11-01  through 17 CFR § 210.11-03), of such credit enhancement provider will be provided.]

Issuing Entity Fees and Expenses

Expenses incurred to establish the issuing entity and issue the notes (other than fees that are due to the underwriters) are payable by the depositor.  Such expenses are not paid from proceeds of the sale of the notes.

The table below sets forth the fees payable by or on behalf of the issuing entity after issuance of the notes.

Party	Amount
Servicer	The servicing fee for any month is equal to the sum of (1) the primary servicing fee,(1) which is equal to the lesser of $____ for each borrower or 1/12th of ____% of the outstanding principal amount of the trust student loans and (2) any carryover servicing fee(2).
Administrator(3)	$________ per collection period, payable proportionately in arrears on each distribution date.
Eligible Lender Trustee, Indenture Trustee, Paying Agent and Indenture Administrator(3)	$________ per annum total, payable in advance.
Owner Trustee(3)	$________ per annum, payable in advance.
[Irish Paying Agent(2)	€________ per annum, payable annually in arrears from the date of listing.]

⁽¹⁾  To be paid before any amounts are distributed to the noteholders.

⁽²⁾ Subordinate to amounts payable to the noteholders.

⁽³⁾ At all times other than following an acceleration of the notes after either a payment default on the notes or the occurrence of an insolvency event involving the issuing entity, fees, expenses and/or indemnities up to $__________ per annum in the aggregate to be paid before amounts distributed to the noteholders.  Remaining amounts, if any, will be subordinate to amounts payable to the noteholders.

Determination of Indices

For a discussion of the day count basis, interest rate determination dates, interest rate change dates and possible interest rate indices applicable for the notes, see “Certain Information Regarding the Notes—Determination of Indices” in the accompanying base prospectus.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date on or after the first distribution date when the Pool Balance is 10% or less of the Initial Pool Balance.

The exercise of this purchase option will result in the early retirement of the remaining notes.  The purchase price will equal the amount required to prepay in full, including all accrued interest, the remaining trust student loans as of the end of the preceding collection period, but not less than a prescribed minimum purchase amount and not more than a prescribed maximum purchase amount.

This prescribed minimum purchase amount is the amount that would be sufficient to:

·

pay to noteholders the interest payable on the related distribution date; and

·

reduce the outstanding principal amount of the notes then outstanding on the related distribution date to zero.

The prescribed maximum purchase amount is an amount equal to the fair market value of the remaining trust student loans, including accrued but unpaid interest, as of the end of the related collection period.  See “The Student Loan Pools—Termination” in the accompanying base prospectus.

Auction of Trust Assets

If the servicer does not purchase or arrange for the purchase of all remaining trust student loans on the first distribution date after the date on which the Pool Balance is 10% or less of the Initial Pool Balance, the indenture administrator will engage (at the expense of the issuing entity) a third-party financial advisor, which may be an affiliate of the servicer or the administrator, and which may include an underwriter of the notes, to try to auction any trust student loans remaining in the issuing entity.  The servicer and affiliates of the servicer may make bids to purchase these trust student loans on the trust auction date.  

The trust auction date will be the third business day before the related distribution date.  An auction will be consummated only if the servicer has first waived its optional purchase right.  The servicer will waive its option to purchase the remaining trust student loans if it fails to notify the eligible lender trustee, the indenture trustee and the indenture administrator, in writing, that it intends to exercise its purchase option before the financial advisor, on behalf of the indenture administrator, accepts a bid to purchase the trust student loans.  

If at least two bids are received, the financial advisor, on behalf of the indenture administrator, will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The financial advisor, on behalf of the indenture administrator, will accept the highest of the remaining bids if it equals or exceeds the higher of:

·

the minimum purchase amount described under “—Optional Purchase” above (plus (i) any amounts owed to the servicer as a carryover servicing fee and (ii) the amount necessary to reimburse the indenture administrator and the financial advisor for all of their and their respective agents’ fees, expenses and costs incurred in connection with any such auction); or

·

the fair market value of the trust student loans, including accrued but unpaid interest, as of the end of the related collection period.

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed that amount, the financial advisor will not complete the sale.  The indenture administrator at the direction of the depositor will be required to consult with a financial advisor, which may be an affiliate of the servicer or the administrator, and which may include an underwriter of the notes, to determine the fair market value of the trust student loans.  Notwithstanding any cap on fees and expenses described herein, the indenture administrator and the financial advisor will be entitled to the reimbursement of all of their and their respective agents’ fees, expenses and costs in connection with any auction sale whether or not such auction sale is consummated.

The net proceeds of any auction sale will be used to retire any outstanding notes on the related distribution date.

If the sale is not completed, as described above, the financial advisor, on behalf of the indenture administrator, will continue to solicit and re-solicit bids for sale of the trust student loans upon the same terms described above, including the servicer’s waiver of its option to purchase the remaining trust student loans, until the financial advisor has received at least one bid that equals or exceeds the minimum purchase amount described  above.

The financial advisor may or may not succeed in soliciting acceptable bids for the trust student loans either on the trust auction date or subsequently.

If the trust student loans are not sold as described above, on each subsequent distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the Specified Reserve Account Balance, the administrator will direct the indenture administrator to distribute the amount of the excess as accelerated payments of note principal.

See “The Student Loan Pools—Termination” in the accompanying base prospectus.

Upon termination of the issuing entity, any remaining assets of that issuing entity, after giving effect to final distributions to the noteholders, will be transferred to the reserve account and paid as provided under “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement.

STATIC POOLS

Information concerning the static pool performance data of previous FFELP consolidation student loan securitizations of the sponsor may be obtained through the following procedure: first, go to the administrator’s Internet site, which is __________; and second, click on the “XLS” file linked to the row named “__________.”  This website presents the static pool performance data of the sponsor’s previous securitizations involving consolidation student loans in the form of published charts.  The information presented with respect to pools that were established prior to January 1, 2006 is not to be deemed a part of this prospectus supplement, the accompanying base prospectus or the related registration statement.  We caution you that this pool of consolidation student loans may not perform in a similar manner to consolidation student loans in other issuing entities.

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE NOTES

The rate of payment of principal of the notes and the yield on the notes will be affected by prepayments on the trust student loans that may occur as described below.  Therefore, payments on the notes could occur significantly earlier than expected.  Consequently, the actual maturity of the notes could be significantly earlier, the average life of the notes could be significantly shorter, and periodic balances could be significantly lower, than expected.  Each trust student loan is prepayable in whole or in part, without penalty, by the borrowers at any time, or as a result of a borrower’s default, death, disability or bankruptcy and subsequent liquidation or collection of guarantee payments with respect thereto.  The rate of those prepayments cannot be predicted and may be influenced by a variety of economic, social, competitive and other factors, including as described below.  In general, the rat e of prepayments may tend to increase to the extent that alternative financing becomes available on more favorable terms or at interest rates significantly below the interest rates applicable to the trust student loans.  Prepayments could increase as a result of certain borrower incentive programs, among other factors.  In addition, the depositor is obligated to repurchase trust student loans (or substitute eligible student loans) as a result of breaches of certain of its representations and warranties relating to trust student loans contained in the sale agreement, and the servicer is obligated to purchase (or substitute eligible student loans for) affected trust student loans pursuant to the servicing agreement as a result of breaches of certain covenants with respect to such trust student loans, in each case, where that breach materially adversely affects (individually or in the aggregate) the noteholders and is not cured or the issuing entity is not reimbursed within the applicable cure period.  See “Transfer Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” and “Servicing and Administration—Servicer Covenants” in the accompanying base prospectus.  See “The Student Loan Pools—Termination” in the accompanying base prospectus regarding the servicer’s option to purchase the trust student loans when the Pool Balance is less than or equal to 10% of the Initial Pool Balance and the auction of the trust student loans if the servicer does not exercise that option.

On the other hand, the rate of principal payments and the yield on the notes will be affected by scheduled payments with respect to, and maturities and average lives of, the trust student loans.  These may be lengthened as a result of, among other things, grace periods, deferral periods, forbearance periods, or repayment term or monthly payment amount modifications agreed to by the servicer.  Therefore, payments on the notes could occur significantly later than expected.  Consequently, the actual maturity and weighted average life of the notes could be significantly longer than expected and periodic balances could be significantly higher than expected.  The rate of payment of principal of the notes and the yield on the notes may also be affected by the rate of defaults resulting in losses on defaulted trust student loans which have been liquidated, by the severity of those losses and by the timing of those l osses, which may affect the ability of the guarantors to make timely guarantee payments with respect thereto.  In addition, the maturity of certain of the trust student loans could extend beyond the latest legal maturity date for the notes.

The rate of prepayments on the trust student loans cannot be predicted due to a variety of factors, some of which are described above, and any reinvestment risks resulting from a faster or slower incidence of prepayment of trust student loans will be borne entirely by the noteholders.  Such reinvestment risks may include the risk that interest rates and the relevant spreads above particular interest rate indices are lower at the time noteholders receive payments from the issuing entity than those interest rates and those spreads would otherwise have been if those prepayments had not been made or had those prepayments been made at a different time.

The projected weighted average life, expected maturity date and percentages of remaining principal amount of the notes under various assumed prepayment scenarios may be found under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” included as Exhibit I attached to this prospectus supplement.

[SWAP AGREEMENT]

[Each prospectus supplement will (a) provide the information required by Item 1115(a) with respect to each external swap counterparty and swap agreement, and (b) provide information required under Item 1115(b) for each swap counterparty that provides swap agreements with a Significance Percentage of 10% or more.

Swap counterparty.  The swap counterparty for the swap agreement is __________________.  [Add disclosure regarding the swap counterparty’s organizational form, the general character of such swap counterparty’s business and any required financial disclosure (depending on the applicable Significance Percentage).]

The information in the preceding paragraph has been provided by the swap counterparty.  Except for the foregoing paragraph, the swap counterparty has not been involved in the preparation of, and does not accept responsibility for, this prospectus supplement or the accompanying base prospectus.]

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion and the discussion in the accompanying base prospectus under the caption “Certain U.S. Federal Income Tax Considerations” summarizes the views of Bingham McCutchen LLP on the anticipated material federal income tax consequences of the purchase, ownership, and disposition of the notes.  It is based on the current provisions and interpretations of the Internal Revenue Code of 1986, as amended (the “Code”) and the accompanying Treasury regulations and on current judicial and administrative rulings.  All of these authorities are subject to change and any change can apply retroactively.

The determination of whether the notes are debt for U.S. federal income tax purposes must be made based on the application of the relevant law to the facts and circumstances existing at the time the notes are considered issued for federal income tax purposes.  Bingham McCutchen LLP will deliver an opinion to the issuing entity that for federal income tax purposes, the notes transferred to parties unrelated to the initial trust certificateholder will be characterized as indebtedness.  Bingham McCutchen LLP will also deliver its opinion to the issuing entity that the issuing entity will not be characterized as an association (or publicly traded partnership within the meaning of section 7704 of the Code) taxable as a corporation.

For information reporting purposes, all stated interest on the notes will be assumed to be qualified stated interest for purposes of the Treasury regulations relating to original issue discount (“OID”).  See “Certain U.S. Federal Income Tax Considerations” in the accompanying base prospectus.  Assuming that all interest payable on the notes constitutes qualified stated interest, the notes are not expected to be treated as having been issued with OID for information reporting purposes.  Prospective investors should consult their own tax advisors regarding whether they might be required to report income with respect to the notes as OID.

For tax information reporting purposes, the issuing entity will assume a prepayment assumption equal to ____% PPC, as described under “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes” included as Exhibit I attached to this prospectus supplement.  No representation is made that the trust student loans will prepay in accordance with that prepayment assumption or in accordance with any other prepayment assumption

Prospective investors in the notes should see “Certain U.S. Federal Income Tax Considerations” in the accompanying base prospectus for a discussion of the application of certain federal income laws to the issuing entity and purchasers of the notes.

Other Taxes

No representations are made regarding the tax consequences of the purchase, ownership or disposition of the notes under any state, local or foreign tax law.  All investors are encouraged to consult their tax advisors regarding the federal, state, local or foreign tax consequences of purchasing, owning or disposing of the notes.

EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

On June 3, 2003, the European Council of Economics and Finance Ministers (ECOFIN) agreed on proposals under which Member States will be required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be required to operate a withholding system in relation to those payments (the ending of that transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries).  The proposals took effect on July 1, 2005.

The Directive has been enacted into Irish legislation.  Since January 1, 2004, where any person in the course of a business or profession carried on in Ireland makes an interest payment to, or secures an interest payment for the immediate benefit of, the beneficial owner of that interest, where that beneficial owner is an individual, that person must, in accordance with the methods prescribed in the legislation, establish the identity and residence of that beneficial owner.  Where such a person makes such a payment to a “residual entity” then that interest payment is a “deemed interest payment” of the “residual entity” for the purpose of this legislation.  A “residual entity,” in relation to “deemed interest payments,” must, in accordance with the methods prescribed in the legislation, establish the identity and residence of the beneficial owners of the interest p ayments received that are comprised in the “deemed interest payments.”

“Residual entity” means a person or undertaking established in Ireland or in another Member State or in an “associated territory” to which an interest payment is made for the benefit of a beneficial owner that is an individual, unless that person or undertaking is within the charge to corporation tax or a tax corresponding to corporation tax, or it has, in the prescribed format for the purposes of this legislation, elected to be treated in the same manner as an undertaking for collective investment in transferable securities within the meaning of the UCITS Directive 85/611/EEC, or it is such an entity or it is an equivalent entity established in an “associated territory,” or it is a legal person (not being an individual) other than certain Finish or Swedish legal persons that are excluded from the exemption from this definition in the European Union Directive on the Taxation of Savings Incom e.

Procedures relating to the reporting of details of payments of interest (or similar income) made by any person in the course of a business or profession carried on in Ireland, to beneficial owners that are individuals or to residual entities resident in another Member State or an “associated territory” and procedures relating to the reporting of details of deemed interest payments made by residual entities where the beneficial owner is an individual resident in another Member State or an “associated territory,” will apply from a date not earlier than July 1, 2005 to be specified by the Minister for Finance of Ireland.  For the purposes of these paragraphs “associated territory” means Andorra, Aruba, Netherlands Antilles, Jersey, Gibraltar, Guernsey, Isle of Man, Anguilla, British Virgin Islands, Cayman Islands, Montserrat, Liechtenstein, Monaco, San Marino, the Swiss Confederation, and Turks a nd Caicos Islands.

Prospective investors in the notes should consult their professional advisers on the tax implications of the purchase, holding, redemption or sale of the notes and the receipt of interest thereon under the laws of their country of residence, citizenship or domicile.

CERTAIN ERISA CONSIDERATIONS

General

Section 406 of ERISA prohibits, and Section 4975 of the Code imposes adverse tax consequences on, certain transactions between a pension, profit-sharing or other employee benefit plan, including a so-called “Keogh” plan, an individual retirement account or an educational savings account to which they are applicable, or any entity deemed to hold the assets of the foregoing (each, a “Plan”), and persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan.  A violation of these “prohibited transaction” rules may result in an excise tax and other penalties and liabilities under ERISA and the Code for such persons.

Certain transactions involving the assets of a trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased securities issued by that trust if assets of the trust were deemed to be assets of the Plan.  Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation”), the assets of a trust would be treated as plan assets of the Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the trust and none of the exceptions contained in the Plan Assets Regulation was applicable.  An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

Purchases of the Notes

Although there is little guidance on the subject, the notes transferred to parties unrelated to the initial trust certificateholder should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of the notes that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features.  Based upon the foregoing and other considerations, subject to the considerations described below, the notes may be purchased by a Plan.

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements but may be subject to federal, state, local or foreign laws substantially similar to ERISA or the Code (“Similar Law”).  Such plans, together with Plans, are referred to herein as “Benefit Plans.”

For a further discussion of these issues, see “Certain ERISA Considerations” in the accompanying base prospectus.

Each purchaser and transferee of a note will be deemed to represent that either (i) it is not a Benefit Plan or (ii) it is a Benefit Plan and its acquisition and holding of such note will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code which is not covered under an applicable statutory or administrative exemption, and will not cause a non-exempt violation of any Similar Law and will be deemed to further represent that it will not transfer such note in violation of the foregoing.

Prospective Benefit Plan investors should consult with their legal advisors concerning the impact of ERISA and Section 4975 of the Code or any other substantially similar applicable law, the effect of the assets of the issuing entity being deemed “plan assets” and the applicability of any applicable exemption prior to making an investment in the notes. Each Benefit Plan fiduciary should determine whether under the fiduciary standards of investment prudence and diversification, an investment in the notes is appropriate for the Benefit Plan, also taking into account the overall investment policy of the Benefit Plan and the composition of the Benefit Plan’s investment portfolio.

REPORTS TO NOTEHOLDERS

Quarterly distribution reports and annual servicing and administration reports concerning the issuing entity will be made available to noteholders by the indenture administrator via its internet website.  The indenture administrator’s internet website initially will be located at __________.  Assistance in using the website can be obtained by calling the indenture administrator’s customer service desk at __________.  Noteholders that are unable to use the above distribution option may have a paper copy mailed to them via first class mail by calling the indenture administrator’s customer service desk and making a request therefor.  The indenture administrator may change the way such reports are distributed in order to make such distribution more convenient and/or more accessible to the noteholders and the indenture administrator will provide timely and adequate notification to all noteholders r egarding any such changes.  The indenture administrator will not be liable for the dissemination of information in accordance with the indenture.  The indenture administrator will be entitled to rely on, but shall not be responsible for, the content or accuracy of the reports to noteholders and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.  The first quarterly distribution report is expected to be available by __________, 20__.  See “Reports to Noteholders” in the accompanying base prospectus for additional information regarding reports to noteholders.

Except in very limited circumstances, you will not receive these reports directly from the issuing entity.  Instead, you will receive them through Cede & Co., as nominee of DTC and registered holder of the notes.  See “Certain Information Regarding the Notes—Book-Entry Registration” in the accompanying base prospectus.

UNDERWRITING

The notes listed below are offered by the underwriters, subject to receipt and acceptance by the underwriters and subject to their right to reject any order in whole or in part.  It is expected that the notes will be ready for delivery in book-entry form only through the facilities of DTC, Clearstream and the Euroclear System, on or about __________, 20__, against payment in immediately available funds.

Subject to the terms and conditions in the underwriting agreement dated __________, 20__, the depositor has agreed to cause the issuing entity to sell to the underwriters, and the underwriters have severally agreed to purchase, the entire principal amount of the notes shown opposite their names below.

Underwriter	Class A Notes
__________	$__________
__________	$__________
__________	$__________
__________	$__________
Total	$__________

The underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all of the notes listed above if any of the notes are purchased.  The underwriters have advised the depositor that they propose initially to offer the notes to the public at the prices listed below, and to certain dealers at these prices less concessions not in excess of the concessions listed below.  The underwriters may allow and such dealers may reallow concessions to other dealers not in excess of the reallowances listed below.  After the initial public offering, these prices and concessions may be changed.

	Initial Public Offering Price	Underwriting Discount	Proceeds to The Depositor	Concession	Reallowance
Per Class A Note	100%	____%	____%	____%	____%
Total	$__________	$__________	$__________

The prices and proceeds shown in the table do not include any accrued interest.  The actual prices and proceeds will include interest, if any, from the closing date.  The proceeds shown are before deducting estimated expenses of $__________ payable by the depositor.

The depositor and SLC have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The notes are new issues of securities with no established trading market.  The depositor has been advised by the underwriters that the underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice.  No assurance can be given as to the liquidity of the trading market for the notes.

[__________ is an affiliate of SLC.  Affiliates of the issuing entity expect to enter into market-making transactions in the securities and may act as principal or agent in any of these transactions.  Any such purchases or sales will be made at prices related to prevailing market prices at the time of sale.]

In the ordinary course of its business, the underwriters and certain of their affiliates have in the past, and may in the future, engage in commercial and investment banking activities with SLC, the depositor and their respective affiliates.

The issuing entity may, from time to time, invest the funds in the trust accounts in eligible investments acquired from the underwriters.

During and after the offering, the underwriters may engage in transactions, including open market purchases and sales, to stabilize the prices of the notes.

The underwriters, for example, may over-allot the notes for the account of the underwriting syndicate to create a syndicate short position by accepting orders for more notes than are to be sold.

In addition, the underwriters may impose a penalty bid on the broker-dealers who sell the notes.  This means that if an underwriter purchases notes in the open market to reduce a broker-dealer’s short position or to stabilize the prices of the notes, it may reclaim the selling concession from the broker-dealers who sold those notes as part of the offering.

In general, over-allotment transactions and open market purchases of the notes for the purpose of stabilization or to reduce a short position could cause the price of a note to be higher than it might be in the absence of such transactions.

Each underwriter has represented and agreed that:

·

it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business;

·

it has not offered or sold and will not offer or sell the notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”);

·

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the FSMA, received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuing entity; and

·

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

No action has been or will be taken by the depositor or the underwriters that would permit a public offering of the notes in any country or jurisdiction other than in the United States, where action for that purpose is required.  Accordingly, the notes may not be offered or sold, directly or indirectly, and neither the initial free-writing prospectus dated __________, 20__, the base prospectus, the term sheet dated __________, 20__ (collectively, the “pre-pricing disclosure package”), this prospectus supplement nor any circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.  Persons into whose hands all or any part of the pre-pricing disclosure package comes are required by the depositor and the underwriters to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver the notes or have in their possession or distribute such pre-pricing disclosure package, in all cases at their own expense.

[The depositor has not authorized any offer of the notes to the public in the United Kingdom within the meaning of the FSMA.  The notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of these regulations or otherwise in compliance with all applicable provisions of these regulations and the FSMA.]

LISTING AND GENERAL INFORMATION

[Application will be made to The Irish Stock Exchange Limited for the notes to be admitted to the Official List and to trading on its regulated market.  There can be no assurance that such listing will be obtained.

For so long as the notes are listed on The Irish Stock Exchange Limited from the date of this prospectus supplement, all of the material contracts referred to herein and in the accompanying base prospectus, including the indenture, the sale agreement, the purchase agreement, the servicing agreement, the trust agreement, the administration agreement and other basic documents will be made available for inspection at the principal office of the depositor, where electronic or physical copies thereof may be obtained upon request.  Once the notes have been listed, trading may be effected on The Irish Stock Exchange Limited.  The Irish Stock Exchange Limited will also be advised if the notes are delisted.]

The notes, the indenture, the sale agreement, the purchase agreement, the servicing agreement and the administration agreement are governed by the laws of the State of New York.  The trust agreement is governed by the laws of the State of Delaware.  

The depositor has taken all reasonable care to confirm that the information contained in this prospectus supplement and the accompanying base prospectus is true and accurate in all material respects.  In relation to the depositor, the issuing entity, SLC and the notes, the depositor accepts full responsibility for the accuracy of the information contained in this prospectus supplement and the accompanying base prospectus.  Having made all reasonable inquiries, the depositor confirms that, to the best of its knowledge, there have not been omitted material facts the omission of which would make misleading any statements of fact or opinion contained in this prospectus supplement or the accompanying base prospectus, when taken as a whole.

The depositor confirms that there has been no material adverse change in the assets of the issuing entity since __________, 20__, which is the statistical cutoff date, and the date of the information with respect to the assets of the issuing entity set forth in this prospectus supplement.

The indenture administrator will serve as the registrar for the notes.  The address for the indenture administrator is __________.

[It is expected that total expenses relating to the application for admission of the notes to the Official List of The Irish Stock Exchange Limited and to trading on its regulated market will be approximately €__________.]

LEGAL PROCEEDINGS

As of the date of this prospectus supplement, none of the depositor, SLC, the indenture trustee or the eligible lender trustee are involved in any governmental, legal or arbitration proceeding relating to the issuance of the notes that could be considered to be material to the noteholders.  We are not aware of any proceedings relating to the issuance of the notes, whether pending or threatened.

RATINGS OF THE NOTES

The notes are required to be rated ____ by Moody’s, ____ by S&P and ____ by Fitch on the closing date.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

LEGAL MATTERS

Bingham McCutchen LLP, as counsel to the issuing entity, SLC, the servicer, the depositor and the administrator, will give opinions on specified legal matters for the issuing entity, SLC, the depositor, the servicer and the administrator.  Bingham McCutchen LLP will give an opinion on specified federal income tax matters for the issuing entity.  __________ as Delaware counsel for the issuing entity, will give an opinion on specified legal matters for the issuing entity.  Stroock & Stroock & Lavan LLP also will give opinions on specified legal matters for the underwriters.

GLOSSARY FOR PROSPECTUS SUPPLEMENT

“Adjusted Pool Balance” means, for any distribution date, (i) if the Pool Balance as of the last day of the related collection period is greater than 40% of the Initial Pool Balance, the sum of that Pool Balance, the amount on deposit in the capitalized interest account (after any distributions from that account), and the Specified Reserve Account Balance for that distribution date, or (ii) if the Pool Balance as of the last day of the related collection period is less than or equal to 40% of the Initial Pool Balance, the sum of that Pool Balance and the amount on deposit in the capitalized interest account (after any distributions from that account).

“Available Funds” means, as to a distribution date or any related monthly servicing payment date, the sum of the following amounts received with respect to that distribution date or the related collection period or, in the case of a monthly servicing payment date, the applicable portion of these amounts:

·

all collections on the trust student loans, including any guarantee payments received on the trust student loans, but net of:

(a)

any collections in respect of principal on the trust student loans applied by the issuing entity to repurchase guaranteed loans from the guarantors under the guarantee agreements; and

(b)

amounts required by the Higher Education Act to be paid to the U.S. Department of Education or to be repaid to borrowers, whether or not in the form of a principal reduction of the applicable trust student loan, on the trust student loans for that collection period including special allowance payment rebates and consolidation loan rebate fees, if any;

·

any interest subsidy payments and special allowance payments with respect to the trust student loans during that collection period;

·

the aggregate purchase amounts received during that collection period for those trust student loans repurchased by the depositor or purchased by the servicer or for trust student loans sold to another eligible lender pursuant to the servicing agreement;

·

the aggregate purchase amounts received during that collection period for those trust student loans purchased by SLC;

·

the aggregate amounts, if any, received from any of SLC, the depositor or the servicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost interest subsidy payments and special allowance payments, on the trust student loans pursuant to the sale agreement or the servicing agreement;

·

amounts received by the issuing entity pursuant to the servicing agreement during that collection period as to yield or principal adjustments;

·

any interest remitted by the administrator to the collection account prior to that distribution date or monthly servicing payment date;

·

investment earnings for that distribution date earned on amounts on deposit in each trust account;

·

amounts transferred into the collection account from the capitalized interest account on that distribution date;

·

amounts transferred from the reserve account in excess of the Specified Reserve Account Balance as of that distribution date; and

·

[all amounts received by the issuing entity from any potential future cap counterparty, or otherwise under any potential future interest rate cap agreement, for deposit into the collection account for that distribution date;]

provided, that if on any distribution date there would not be sufficient funds, after application of Available Funds, as defined above, and application of amounts available from the capitalized interest account and the reserve account, to pay any of the items specified in clauses (a) and (b) under “Description of the Notes—Distributions—Distributions from the Collection Account,” then Available Funds for that distribution date will include, in addition to the Available Funds as defined above, amounts on deposit in the collection account, or amounts held by the administrator, or which the administrator reasonably estimates to be held by the administrator, for deposit into the collection account which would have constituted Available Funds for the distribution date succeeding that distribution date, up to the amount necessary to pay those items, and the Available Funds for the succeeding distribution date will be adjusted accordingly.

“DTC” means The Depository Trust Company, or any successor thereto.

[“Eligible Cap Counterparty” means an entity engaged in the business of entering into derivative instrument contracts that meets the then published criteria of the rating agencies for a cap counterparty to be eligible to provide interest rate caps to transactions similar to this transaction, or that otherwise satisfies the Notice Condition.]

“Fitch” means Fitch, Inc., also known as Fitch Ratings, or any successor rating agency.

“Initial Pool Balance” means the Pool Balance as of the closing date.

“Interest Distribution Amount” means, for any distribution date, the sum of:

·

the amount of interest accrued at the note interest rate for the related accrual period on the outstanding principal amount of the notes immediately preceding such distribution date, and

·

the Note Interest Shortfall for that distribution date.

“Moody’s” means Moody’s Investors Service, Inc., or any successor rating agency.

“Note Interest Shortfall” means, for any distribution date, the excess of:

·

the Interest Distribution Amount on the preceding distribution date, over

·

the amount of interest actually distributed with respect to the notes on that preceding distribution date,

plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for the notes from that preceding distribution date to the current distribution date.

“Notice Condition” means, with respect to any intended action, (i) that after ____ business days’ prior written notice thereof, Moody’s has not notified the administrator, the servicer, the owner trustee, the indenture trustee or the indenture administrator that such intended action would result, in and of itself, in the reduction or withdrawal of its then-current rating of the notes, (ii) that after ____ days’ prior written notice thereof, Fitch has not notified the administrator, the servicer, the owner trustee, the indenture trustee or the indenture administrator that such intended action would result, in and of itself, in the reduction or withdrawal of its then-current rating of the notes and (iii) that S&P has notified the administrator, the servicer, the owner trustee, the indenture trustee or the indenture administrator in writing that such intended action will not result, in and of itself, in the reduction or withdrawal of its then-current rating of the notes.

“Pool Balance” means, for any date, the aggregate principal balance of the trust student loans (other than any trust student loan for which the related guarantor has either paid or rejected a claim for guarantee payment) as of the close of business on that date, including accrued interest that is expected to be capitalized.

“Principal Distribution Amount” means, with respect to any distribution date, (a) an amount equal to the excess, if any, of (i) the principal amount of the notes immediately prior to such distribution date, over (ii) the difference between (A) the Adjusted Pool Balance and (B) the Specified Overcollateralization Amount for such distribution date or (b) following the occurrence of an event of default for breach of representation or warranty or default in the performance of covenants or agreements of the issuing entity and the subsequent acceleration of the maturity of the notes in accordance with the terms of the indenture, the outstanding principal amount of the notes.  However, on the stated maturity date of the notes, the Principal Distribution Amount will be the amount needed to reduce the outstanding principal amount of the notes to zero.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor rating agency.

[“Significance Estimate” means, as of the closing date, with respect to the swap agreement, the reasonable good faith estimate of the maximum probable exposure of the issuing entity to the swap counterparty, which estimate is made in the same manner as that utilized in the sponsor’s internal risk management process for similar instruments.]

[“Significance Percentage” means, as of the closing date, the percentage that the Significance Estimate represents of the notes.]

“Significant Guarantors” means the guarantee agencies that each guarantee or will guarantee trust student loans comprising at least 10% of the Initial Pool Balance.

“Specified Overcollateralization Amount” means, with respect to any distribution date, an amount equal to ____% of the Adjusted Pool Balance.

“Specified Reserve Account Balance” means, for any distribution date, the greater of:

(a)

____% of the Pool Balance as of the close of business on the last day of the related collection period; or

(b)

$__________;

provided, that in no event will that balance exceed the outstanding principal amount of the notes.

EXHIBIT I

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES

AND EXPECTED MATURITIES OF THE NOTES

Prepayments on pools of student loans can be measured or calculated based on a variety of prepayment models.  The models used to calculate prepayments in this prospectus supplement are the pricing prepayment curve (“PPC”) model and the constant percentage prepayment rate (“CPR”) model.  The following tables show, for each class of notes, the weighted average lives, expected maturities and percentages of the original principal amount remaining at certain distribution dates based on various assumptions.

PPC Assumptions

The PPC model assumes that:

·

Student loans will prepay at an annual rate of 1/12th of ____% in the first month after origination;

·

The prepayment rate will increase by an annual rate of 1/12th of ____% per month up to the ____ month after origination; and

·

The monthly prepayment rate will be constant at ____% per annum in the ____ month after origination and in all subsequent months.

This assumption is called “____% PPC.”  For example, at 100% PPC, student loans with a loan age of ____ months are assumed to prepay at ____% CPR; at ____% PPC, student loans with a loan age of ____ months are assumed to prepay at ____% CPR; at ____% PPC, student loans with a loan age of ____ months are assumed to prepay at ____% CPR; and so forth. The following table illustrates the CPR in effect for the indicated months of seasoning at various percentages of PPC.

Constant Prepayment Rate

	Number of Months Seasoning
Percentage of PPC	____	____	____	____	____
____%	____%	____%	____%	____%	____%
____%	____%	____%	____%	____%	____%
____%	____%	____%	____%	____%	____%
____%	____%	____%	____%	____%	____%

CPR Assumptions

The CPR assumes that student loans will prepay in each month according to the following formula:

Monthly Prepayments = Balance After Scheduled Payments x (1-(1-CPR)^1/12)

Accordingly, monthly prepayments assuming a $1,000 balance after scheduled payments would be as follows for various CPR examples:

CPR	____%	____%	____%	____%	____%
Monthly Prepayment	$____	$____	$____	$____	$____

Other Assumptions

For purposes of the PPC model and the CPR model, it is assumed, among other things, that:

·

the statistical cutoff date for the trust student loans is as of __________, 20__;

·

the closing date will be on __________, 20__;

·

all trust student loans (as grouped within the “rep lines” described below) are in repayment status with accrued interest having been capitalized upon entering repayment;

·

no trust student loan moves from repayment to any other status;

·

no delinquencies or defaults occur on any of the trust student loans, no repurchases for breaches of representations, warranties or covenants occur, and all borrower payments are collected, in full, on the 1st day of each month;

·

there are government payment delays of ____ days for interest subsidy and special allowance payments;

·

index levels for calculation of borrower and government payments are:

·

91-day Treasury bill rate of ____%; and

·

3-month commercial paper rate of ____%;

·

quarterly distributions begin on __________, 20__, and payments are made quarterly on the ____ day of every ________, ________, ________ and ________ thereafter, whether or not the ____ is a business day;

·

the interest rate for the notes is a constant rate of three-month LIBOR plus the applicable spread, which on all distribution dates will sum to an interest rate of ____%;

·

a servicing fee equal to the lesser of the product of $____ (increasing by ____% per annum) and the number of borrowers as of the first day of the preceding month and 1/12th of an amount equal to ____% of the outstanding principal amount of the trust student loans as of the last day of the preceding calendar month;

·

total quarterly expenses of the issuing entity are equal to $__________ and are paid quarterly by the issuing entity beginning in ________ 20__;

·

the reserve account has an initial balance equal to $__________ and at all times a balance equal to the greater of (1) ____% of the Pool Balance as of the close of business on the last day of the related collection period, and (2) $__________;

·

the collection account has an initial current balance equal to $__________;

·

the capitalized interest account has an initial balance equal to $__________, and funds on deposit in the capitalized interest account on the distribution dates listed below in excess of the corresponding account balance will be transferred to the collection account and included in available funds on that distribution date;

Distribution Date	Account Balance
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________
________ 20__	$__________

·

all payments are assumed to be made at the end of the month and amounts on deposit in the collection account, the capitalized interest account and reserve account, including reinvestment income earned in the previous month, net of servicing fees, are reinvested in eligible investments at the assumed reinvestment rate of ____% per annum through the end of the collection period and, reinvestment earnings are available for distribution from the prior collection period;

·

the weighted average loan age is ____ months;

·

prepayments on the trust student loans are applied monthly in accordance with PPC or CPR, as the case may be, as described above;

·

an optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance falls below 10% of the Initial Pool Balance; and

·

the pool of trust student loans consists of ____ representative loans (“rep lines”), which have been created for modeling purposes from individual trust student loans based on combinations of similar individual student loan characteristics, which include, but are not limited to, loan status, interest rate, loan type, index, margin, rate cap and remaining term.

The following tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the rep lines, which will differ from the characteristics and performance of the actual pool of trust student loans) and should be read in conjunction therewith.  In addition, the diverse characteristics, remaining terms and loan ages of the trust student loans could produce slower or faster principal payments than implied by the information in here, even if the dispersions of weighted average characteristics, remaining terms and loan ages are the same as the assumed characteristics, remaining terms and loan ages.

The PPC Model

The PPC model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The student loans will not prepay at any constant percentage of PPC, nor will all of the student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

This model shows the weighted average remaining lives and expected maturity dates of the notes at each payment date under various PPC scenarios.

Weighted Average Lives and Expected Maturity Dates of the Notes
at Various PPCs⁽¹⁾

Weighted Average Life (years)(2)	____%	____%	____%	____%	____%
Class A notes	____	____	____	____	____

Expected Maturity Date	____%	____%	____%	____%	____%
Class A notes	__________, 20__	__________, 20__	__________, 20__	__________, 20__	__________, 20__

 ⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the date on which the Pool Balance falls below 10% of the Initial Pool Balance.

⁽²⁾

The weighted average life of the notes (assuming a 360-day year consisting of twelve 30-day months) is determined by:  (1) multiplying the amount of each principal payment on the applicable class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the aggregate principal amount of the applicable class of notes as of the closing date.

Class A Notes

Percentages of Original Principal of the Notes Remaining at Certain Distribution
Dates at Various PPC Percentages⁽¹⁾

Distribution Date	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%

⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance falls below 10% of the Initial Pool Balance.

The CPR Model

The CPR is stated as an annualized rate and is calculated as the percentage of principal outstanding at the beginning of a period (after applying scheduled payments) that prepays during that period.

The CPR model does not purport to describe historical prepayment experience or to predict the prepayment rate of any actual student loan pool.  The trust student loans will not prepay at any constant CPR, nor will all of the trust student loans prepay at the same rate.  You must make an independent decision regarding the appropriate principal prepayment scenarios to use in making any investment decision.

The below models show the weighted average remaining lives and expected maturity dates of the notes at each payment date under various CPR scenarios.

Weighted Average Lives and Expected Maturity Dates of the Notes
at Various CPRs⁽¹⁾

Weighted Average Life (years)(2)	____%	____%	____%	____%	____%
Class A notes	____	____	____	____	____

Expected Maturity Date	____%	____%	____%	____%	____%
Class A notes	__________, 20__	__________, 20__	__________, 20__	__________, 20__	__________, 20__

 ⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the date on which the Pool Balance falls below 10% of the Initial Pool Balance.

⁽²⁾

The weighted average life of the notes (assuming a 360-day year consisting of twelve 30-day months) is determined by:  (1) multiplying the amount of each principal payment on the applicable class of notes by the number of years from the closing date to the related distribution date, (2) adding the results, and (3) dividing that sum by the aggregate principal amount of the applicable class of notes as of the closing date.

Class A Notes

Percentages of Original Principal of the Notes Remaining at Certain Distribution
Dates at Various CPR Percentages⁽¹⁾

Distribution Date	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%
__________, 20__	____%	____%	____%	____%	____%

⁽¹⁾

Assuming for purposes of this table that, among other things, the optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance falls below 10% of the Initial Pool Balance.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses Of Issuance And Distribution.

The following table sets forth the expenses to be borne by the registrant, other than the underwriting discounts and commissions, in connection with the issuance and distribution of the notes offered hereunder.

Registration Fee	$713,000
Printing Expenses	$86,000
Trustee’s Fees and Expenses	$160,000
Legal Fees and Expenses	$1,700,000
Accountant’s Fees and Expenses	$860,000
Rating Agency Fees	$3,400,000
Miscellaneous	$40,000
Total	$6,959,000

Item 15.  Indemnification of Directors and Officers.

Article IV of the depositor's charter provides for the indemnification of directors or officers, in accordance with the by-laws, to the fullest extent permitted by the General Corporation Law of the State of Delaware.  Article X of the by-laws of the depositor provides that the depositor shall indemnify and hold harmless, to the fullest extent permitted by law, any person made or threatened to be made a party to any legal action by reason of the fact that such person is or was a director, officer, employee or other corporate agent of the depositor or any subsidiary or constituent corporation or served any other enterprise at the request of the depositor against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action.  The General Corporation Law of the State of Delaware provides for the indemnification of directors and officers under certain conditions.

Item 16.  Exhibits.

The following is a complete list of exhibits filed as part of the registration statement.  Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.	Description
1.1	Form of Underwriting Agreement*
3.1	Articles of Incorporation of SLC Student Loan Receivables I, Inc.*
3.2	By-Laws of SLC Student Loan Receivables I, Inc.*
4.1	Form of Indenture*
4.2	Form of Short-Form Trust Agreement*
4.3	Form of Amended and Restated Trust Agreement*
4.4	Form of Eligible Lender Trust Agreement (Depositor)*
4.5	Form of Eligible Lender Trust Agreement (Issuer)*
5.1	Opinion of Bingham McCutchen LLP with respect to legality*
8.1	Opinion of Bingham McCutchen LLP with respect to tax matters*
23.1	Consent of Bingham McCutchen LLP (included as part of Exhibit 5.1)*
23.2	Consent of Bingham McCutchen LLP (included as part of Exhibit 8.1)*
25.1	Statement of Eligibility of U.S. Bank National Association, as Trustee on Form T-1**
99.1	Form of Master Terms Purchase Agreement*
99.2	Form of Master Terms Sale Agreement*
99.3	Form of Servicing Agreement*
99.4	Form of Subservicing Agreement*
99.5	Form of Administration Agreement*
99.6	Form of Remarketing Agreement*

*

Filed herewith.

**

To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act.

Item 17.  Undertakings.

(a) As to Rule 415:

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (17 CFR 229.1100(c)).

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act of 1933, as amended, as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act of 1933, as amended, for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration state ment to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities:

The undersigned undertakes that in a primary offering of securities of the undersigned pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned or used or referred to by the undersigned;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned or its securities provided by or on behalf of the undersigned; and

(iv)

Any other communication that is an offer in the offering made by the undersigned to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controllin g precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

(f)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)

The undersigned registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB (17 CFR 229.1105), information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement.  In addition, the undersigned registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in the registration statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3/A, reasonably believes that the security rating requirement contained in Transaction Requirement B.5. of Form S-3 will be met by the time of sale of the securities registered hereunder and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on March 17, 2010.

SLC STUDENT LOAN RECEIVABLES I, INC.,

as registrant

By:    /s/ Joseph P. Guage                              

Joseph P. Guage

Chief Financial Officer, Chief Accounting Officer, Controller and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Reardon
Name:  Michael J. Reardon	Chief Executive Officer and Director (Principal Executive Officer)	March 17, 2010
/s/ Joseph P. Guage
Name: Joseph P. Guage	Chief Financial Officer, Chief Accounting Officer, Controller and Director (Principal Financial Officer and Principal Accounting Officer)	March 17, 2010
/s/ Jennifer A. Schwartz
Name: Jennifer A. Schwartz	Director	March 17, 2010
/s/ Lisa A. DeDonato
Name: Lisa A. DeDonato	Director	March 17, 2010

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement*
3.1	Articles of Incorporation of SLC Student Loan Receivables I, Inc.*
3.2	By-Laws of SLC Student Loan Receivables I, Inc.*
4.1	Form of Indenture*
4.2	Form of Short-Form Trust Agreement*
4.3	Form of Amended and Restated Trust Agreement*
4.4	Form of Eligible Lender Trust Agreement (Depositor)*
4.5	Form of Eligible Lender Trust Agreement (Issuer)*
5.1	Opinion of Bingham McCutchen LLP with respect to legality*
8.1	Opinion of Bingham McCutchen LLP with respect to tax matters*
23.1	Consent of Bingham McCutchen LLP (included as part of Exhibit 5.1) *
23.2	Consent of Bingham McCutchen LLP (included as part of Exhibit 8.1) *
25.1	Statement of Eligibility of U.S. Bank National Association, as Trustee on Form T-1**
99.1	Form of Master Terms Purchase Agreement*
99.2	Form of Master Terms Sale Agreement*
99.3	Form of Servicing Agreement*
99.4	Form of Subservicing Agreement*
99.5	Form of Administration Agreement*
99.6	Form of Remarketing Agreement*

*

Filed herewith.

**

To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act.

EX-1.1

EXHIBIT 1.1

SLC Student Loan Trust 20__-__

$__________

Student Loan Asset-Backed Notes

UNDERWRITING AGREEMENT

__________, 20__

____________________

as Representative of the Underwriters

listed on Schedule A hereto

____________________
____________________

Ladies and Gentlemen:

SLC Student Loan Trust 20__-__, a Delaware statutory trust (the “Company”), proposes to sell to ____________________ (the “Representative”) and the other underwriters listed on Schedule A hereto (together with the Representative, the “Underwriters”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), $__________ aggregate principal amount of its Student Loan Asset-Backed Notes (the “Notes”) in the class and initial principal amounts set forth on Schedule A hereto.  ____________________, a ____________________, will act as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”) on behalf of the Company.  The Notes will be issued under an Indenture, to be dated as of __________, 20__ (the “Indenture”), among the Company, the Eligible Lender Trustee, ____________________, as indenture trustee (the “Indenture Trustee”), and ____________________, as indenture administrator (in such capacity, the “Indenture Administrator”).  Upon issuance, the Notes will be secured by, among other things, Trust Student Loans (as defined in the Indenture) pledged to the Indenture Trustee and described in the Prospectus (as defined in Section 3 below).  The Trust Student Loans will be serviced by The Student Loan Corporation, a Delaware corporation (“SLC”), pursuant to a Servicing Agreement, to be dated as of __________, 20__ (the “Servicing Agreement”), between SLC, as Servicer and Administrator, and the Company.  SLC will enter into a Subservicing Agreement with ____________________, a ____________________ (the “Sub-Servicer”), to be dated as of __________, 20__ (the “Subservicing Agreement”), pursuant to which the Sub-Servicer will act as subservicer with respect to the Trust Student Loans.

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”), among SLC, as servicer and administrator, the Depositor and the Company, the Eligible Lender Trust Agreement, to be dated as of __________, 20__ (the “SLC Receivables Eligible Lender Trust Agreement”), between SLC Receivables and the Eligible Lender Trustee, the Eligible Lender Trust Agreement, to be dated as of __________, 20__ (the “Company Eligible Lender Trust Agreement” and, together with the SLC Receivables Eligible Lender Trust Agreement, the “Eligible Lender Trust Agreements”), between the Company and the Eligible Lender Trustee, the Servicing Agreement, the Subservicing Agreement, and the Indenture shall collectively hereinafter be referred to as the “Basic Documents”.

Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture or the Prospectus.

The Company proposes, upon the terms and conditions set forth herein, to sell to each of the Underwriters on the Closing Date (as hereinafter defined) the aggregate principal amount of Notes set forth next to the name of each Underwriter on Schedule A hereto.

The Company wishes to confirm as follows this Agreement with the Underwriters in connection with the purchase and resale of the Notes.

1.           Agreements to Sell, Purchase and Resell.

(a)The Company hereby agrees, subject to all the terms and conditions set forth herein, to sell to each of the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each of the Underwriters, severally and not jointly, agrees to purchase from the Company, such principal amount of the Notes at such respective purchase prices as are set forth next to the name of such Underwriter on Schedule A hereto.

(b)It is understood that the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

2.           Delivery of the Notes and Payment Therefor.  Delivery to the Underwriters of and payment for the Notes shall be made at the office of Bingham McCutchen LLP, New York, New York, at __:__ am/pm New York time, on __________, 20__ (the “Closing Date”).  The place of such closing and the Closing Date may be varied by agreement between the Representative and the Company.

The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representative, or such other form of payment as to which the parties may agree.  Unless otherwise agreed to by the Company and the Representative, the Notes will be evidenced by a single global security in definitive form deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and will be registered in the name of Cede & Co. as nominee of DTC.  The Notes to be delivered to the Underwriters shall be made available to the Underwriters in New York, New York, for inspection and packaging not later than 11:30 a.m., New York City time, on the business day next preceding the Closing Date.

3.           Representations and Warranties of the Company.  The Company represents and warrants to each of the Underwriters that:

(a)A registration statement on Form S-3 (No. 333-141134) including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), has been filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the  Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement or any supplement to such prospectus supplement (the “Prospectus Supplement”) (including static pool information deemed excluded pursuant to Item 1105(d) of Regulation AB) filed with the Commission pursuant to Rule 424(b) under the Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Act, and the information incorporated by reference therein) are respectively referred to herein as the “Registration Statement,” and the “Prospectus,” respectively; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;

(b)On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all material respects to the requirements of the Act, the rules and regulations of the SEC (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the “Trust Indenture Act”), and, except with respect to information omitted pursuant to Rule 430A of the Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement, at the “time of sale” (within the meaning of Rule 159 under the Act, the “Time of Sale”) for the first sale of the Notes by the Underwriters, which will occur on __________, 20__, and on the Closing Date (i) the Registration Statement, (ii) the Disclosure Package (as defined below) and (iii) the Prospectus will conform in all material respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package, as applicable, based upon written information furnished to the Company by the Underwriters, specifically for use therein (the “Underwriters’ Information” as defined in Section 12 below).  As used in this Agreement, the term “Disclosure Package” means, collectively, the initial free writing prospectus dated __________, 20__ relating to the Notes (the “Initial FWP”), the base prospectus dated __________, 20__ (the “Base Prospectus”) and the term sheet dated __________, 20__ (the “Term Sheet”) (including the static pool information deemed excluded pursuant to item 1105(d) of Regulation AB).

(c)The Notes are “asset-backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Act have been satisfied with respect to the Registration Statement.

(d)The Commission has not issued and, to the best knowledge of the Company, is not threatening to issue any order preventing or suspending the use of the Registration Statement.

(e)As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Company or its affiliates (other than the Representative) for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents.

(f)The Indenture has been duly and validly authorized by the Company and, upon its execution and delivery by the Company and assuming due authorization, execution and delivery by the Indenture Trustee, will be a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and the Indenture will conform in all material respects to the description thereof in the Prospectus and the Disclosure Package.  The Indenture has been duly qualified under the Trust Indenture Act with respect to the Notes.

(g)The Notes have been duly authorized by the Company and the Notes to be issued on the Closing Date, when executed by the Company and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto, and the  Notes will conform in all material respects to the description thereof in the Prospectus and the Disclosure Package.

(h)The Company is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company.

(i)Other than as contemplated by this Agreement or as disclosed in the Prospectus and the Disclosure Package, there is no broker, finder or other party that is entitled to receive from the Company or any of its affiliates any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

(j)There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened or contemplated against the Company, or to which the Company or any of its properties is subject, that are not disclosed in the Prospectus and the Disclosure Package and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement and the other Basic Documents or otherwise materially affect the issuance of the  Notes or the consummation of the transactions contemplated hereby or by the Basic Documents (“Material Adverse Effect”).

(k)Neither the offer, sale or delivery of the Notes by the Company nor the execution, delivery or performance of this Agreement or the other Basic Documents by the Company, nor the consummation by the Company of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents or bylaws of the Company or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any material agreement, indenture, lease or other instrument to which the Company is a party or by which the Company or any of its properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents.

(l)The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Company and this Agreement and the other Basic Documents have been duly executed and delivered by the Company and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by Federal or state securities laws or principles of public policy.

(m)SLC’s sale and contribution of Trust Student Loans to SLC Receivables and SLC Receivables’s sale and contribution of Trust Student Loans to the Eligible Lender Trustee on behalf of the Company as of the applicable sale date described in the Sale Agreements will vest in the Eligible Lender Trustee on behalf of the Company all of the Company’s right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

(n)The Company’s assignment of the Trust Student Loans to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

(o)The Company is not, nor as a result of the issuance and sale of the Notes as contemplated hereunder will it become, subject to registration as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(p)The representations and warranties made by the Company in any Basic Document to which the Company is a party and made in any Officer’s Certificate of the Company will be true and correct at the time made and on and as of the Closing Date.

(q)The Depositor is not, and was not at the Time of Sale, an “ineligible issuer” (within the meaning of Rule 405 of the Act).

(r)The Company filed with the Commission (i) pursuant to Rule 424(b) under the Act, the Base Prospectus on __________, 20__ and (ii) pursuant to Rule 433(d) under the Act (x) the Initial FWP on __________, 20__ and (y) the Term Sheet on __________, 20__.

(s)Other than the Initial FWP and the Term Sheet, the Company has not made any other offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act).  The Company has complied with the requirements of Rule 433 under the Act applicable to any “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Act), including timely filing with the Commission, retention where required and legending.

4.           Offering by the Underwriters.

(a)Each Underwriter proposes to offer and/or solicit offers for the Notes to be purchased by it for sale to the public as set forth in the Disclosure Package and in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations.  Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Disclosure Package to such investor.  Each Underwriter shall keep sufficient records to document its delivery of the Disclosure Package to each investor prior to the related Contract of Sale.

(b)Each Underwriter may prepare and provide to investors certain Free Writing Prospectuses (as defined below), subject to the following conditions:

(i)           Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, an Underwriter shall not convey or deliver any Written Communication (as such term is defined in Rule 405 of the Act) to any person in connection with the initial offering of the Notes, unless such Written Communication (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act, (iii) is the Initial FWP or the Term Sheet, or (iv) both (A) constitutes a Free Writing Prospectus used in reliance on Rule 164 and (B) includes only information that is within the definition of either (x) “ABS Informational and Computational Materials” as defined in Item 1100 of Regulation AB or (y) Permitted Additional Materials (as defined herein).

(ii)           Each Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act.

(iii)           For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rules 405 and 433 under the Act.  “Issuer Information” shall mean information included in a Free Writing Prospectus that both (i) is within the types of information specified in clauses (1) to (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) and (ii) has been either prepared by, or reviewed and approved by, SLC.  Information contained in the Disclosure Package shall be deemed to be approved by SLC for purposes of the definition of Issuer Information and consented to for purposes of the definition of Permitted Additional Materials.  “Underwriter Derived Information” shall refer to information of the type described in clause (5) of such footnote 271 when prepared by an Underwriter.  “Permitted Additional Materials” shall mean information that is not ABS Informational and Computational Materials and (A) that are referred to in Section 4(b)(vi), (B) that constitute price, yield, weighted average life, subscription or allocation information, or a trade confirmation, or (C) otherwise with respect to which SLC has provided written consent to the applicable Underwriter to include in a Free Writing Prospectus.

(iv)           All Free Writing Prospectuses provided to investors, whether or not filed with the Commission, shall bear a legend including substantially the following statement:

SLC Student Loan Receivables I, Inc. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and the other documents SLC Student Loan Receivables I, Inc. has filed with the SEC for more complete information about SLC Student Loan Receivables I, Inc. and the offering.  You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.  Alternatively, SLC Student Loan Receivables I, Inc., any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-800-831-9146.

SLC or the Representative shall have the right to require additional specific legends or notations to appear on any Free Writing Prospectus, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of, in the case of SLC, the Representative and, in the case of the Representative, SLC (which in either case shall not be unreasonably withheld).

(v)           Each Underwriter shall deliver to SLC and its counsel prior to the proposed date of first use thereof (i) any Free Writing Prospectus prepared by that Underwriter that contains any Issuer Information (other than a Free Writing Prospectus that contains only preliminary terms of the Notes) and (ii) any Free Writing Prospectus prepared by that Underwriter that contains only a description of the final terms of the Notes after such terms have been established.  Notwithstanding the foregoing, an Underwriter shall not be required to deliver any Free Writing Prospectus to SLC to the extent that it does not contain substantive changes from or additions to any Free Writing Prospectus previously approved by SLC.

(vi)           Subject to the following sentence, all information provided by any Underwriter to Bloomberg or Intex or similar entities to the extent constituting a Free Writing Prospectus, shall be deemed for all purposes hereof to be a Free Writing Prospectus.  Each Underwriter may send the information contained in Bloomberg screens and Intex, cdi files to potential investors in the Notes.  In connection therewith, each Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless that information is or will be contained either in the Initial FWP or in a Free Writing Prospectus delivered in compliance with Section 4(b)(v), above.

(c)Each Underwriter covenants with SLC that after the Prospectus is available, such Underwriter shall not distribute any written information concerning the Notes to an investor unless such information is preceded or accompanied by the Prospectus or by notice to the investor that the Prospectus is available for free by visiting EDGAR on the SEC website at www.sec.gov.  The use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement.

(d)(i)           Each Underwriter shall provide to the Depositor for filing with the Commission any Free Writing Prospectus prepared by such Underwriter that has been distributed by such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination no later than the date of first use; provided that, if that Free Writing Prospectus contains only information of a type included within the definition of ABS Informational and Computational Materials then such filing shall be made within the later of (x) two business days after such Underwriter first provides this information to investors and (y) the date upon which the Depositor is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) under the Act; provided further, that any Free Writing Prospectus that does not contain substantive changes from or additions to information included (including through incorporation by reference) in a prospectus or Free Writing Prospectus previously filed with the Commission shall not be required to be filed.

(ii)           With the Depositor’s consent, each Underwriter may deliver to the Depositor and the Company, not less than one business day prior to the required date of filing thereof, all information included in a Free Writing Prospectus prepared by such Underwriter required to be filed with the Commission pursuant to Section 4(d)(i) above.  Upon timely receipt by the Depositor and the Company of such information, such Underwriter’s obligations pursuant to Section 4(d)(i) above shall be deemed satisfied.

(e)Each Underwriter further agrees that (i) if the Prospectus is not delivered with or preceding delivery of the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a paper copy of such Prospectus; (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose such copy shall be the same electronic file containing the prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of SLC specifically for use by such Underwriter pursuant to this Section 4(e).  Each Underwriter further agrees that (i) if it delivers to an investor the Prospectus in .pdf format, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to SLC any Free Writing Prospectuses, or portions thereof, prepared by it which SLC is required to file with the Commission in electronic format and will use reasonable efforts to provide to SLC such Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in .pdf format, except to the extent that SLC, in its sole discretion, waives such requirements.

(f)Each Underwriter shall maintain written or electronic records of the time and manner that any disclosure materials (including the Prospectus, Prospectus Supplement, Initial FWP, Term Sheet or any Free Writing Prospectus) were conveyed to investors at or prior to the Time of Sale to the extent required by the Act.  In addition, each of the Underwriters and SLC shall, for a period of at least (3) three years after the date hereof, maintain written and/or electronic records of any Free Writing Prospectus used to the extent not filed with the Commission.

5.           Agreements of the Company.  The Company agrees with each of the Underwriters as follows:

(a)The Company will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to, and within the time frame provided by, Rule 424(b) under the Act, but the Company will not file any amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, or any Free Writing Prospectus to the extent required by Rule 433(d) under the Act, unless it shall first have delivered copies of such amendments, supplements or Free Writing Prospectus to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement, or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters’ counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the SEC or any authority administering any state securities or Blue Sky law, as soon as the Company is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued.  The Company will comply with the requirements applicable to any “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Act), including timely filing with the Commission, retention where required and legending.  The Company will timely file with the Commission any Free Writing Prospectus relating to information delivered by an Underwriter to the Depositor and the Company in accordance with Section 4(d)(ii) of this Agreement (each such Free Writing Prospectus, an “Assumed Free Writing Prospectus”).

(b)If, at any time following the issuance of an “issuer free writing prospectus” or when the Prospectus relating to the Notes is required to be delivered under the Act, any event occurred or occurs as a result of which such “issuer free writing prospectus” would conflict with the information in the Registration Statement or the Prospectus, or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, the Company promptly will notify the Representative of such event and will promptly prepare and file with the SEC, at its own expense, an “issuer free writing prospectus” or an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance.  Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 8 hereof.

(c)The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Notes.

(d)The Company will furnish to the Underwriters, without charge, copies of the Registration Statement (including all documents and exhibits thereto or incorporated by reference therein), the Prospectus, the Disclosure Package and all amendments and supplements to such documents relating to the Notes, in each case in such quantities as the Underwriters may reasonably request.

(e)The Company will cooperate with the Underwriters in listing the Notes on the Irish Stock Exchange.

(f)The Company will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject.

(g)The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Disclosure Package and of the Prospectus furnished by the Company.

(h)To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other reasonable actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken.

(i)So long as any of the Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from time to time.

(j)If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representative terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise.

(k)The net proceeds from the sale of the Notes hereunder will be applied in accordance with the descriptions set forth in the Prospectus and the Disclosure Package.

(l)Except as stated in this Agreement, the Disclosure Package and the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes.

(m)For a period from the date of this Agreement until the retirement of the Notes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Indenture Trustee or the Company.

(n)On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Trust Student Loans and shall cause the Servicer, SLC and SLC Receivables to mark their respective computer records relating to the Trust Student Loans to show the absolute ownership by the Indenture Trustee, as eligible lender of, and the interest of the Company in, the initial Trust Student Loans, and the Company shall not take, or shall not permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Trust Student Loans, other than as permitted by the Basic Documents.

(o)For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Company and any entity affiliated, directly or indirectly, with the Company will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be construed to prevent the sale of FFELP Loans by the Company or any entity affiliated, directly or indirectly, with the Company.

(p)If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the 1933 Act, then, immediately following the execution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted.

(q)As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Company’s most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act.

6.           Representations and Warranties of the Underwriters.  Each of the Underwriters, severally and not jointly, hereby represents and warrants to and agrees with SLC that:

(a)It is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;

(b)It has not offered or sold and will not offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring, holding managing or disposing of investments (as principal or as agent) for the purpose of their business or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Market Act 2000 (the “FSMA”).

(c)It has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of Section 21 of the FSMA, received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(d)It has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

7.           Indemnification and Contribution.

(a)Each of the Company and SLC jointly and severally agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, the Disclosure Package or in any amendment or supplement thereto or any Issuer Information contained in a Free Writing Prospectus permitted under this Agreement, in each case,  arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability, or action as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to an Underwriter furnished in writing to the Company or SLC by or on behalf of such Underwriter through the Representative expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 12 of this Agreement.  The foregoing indemnity agreement shall be in addition to any liability which the Company or SLC may otherwise have.

(b)Each of the Company and SLC jointly and severally agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon failure of the Depositor, in its capacity as the depositor of the Company, to maintain its status as an eligible issuer within the meaning of Rule 405 under the Act as of the date hereof or as of the time set forth in Rule 164(h)(2) of the Act or its failure to timely file, pursuant to Rule 433 under the Act, any “issuer free writing prospectus” or Assumed Free Writing Prospectus with the Commission and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

(c)Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company and SLC and its respective trustees, directors and officers, and any person who controls the Company or SLC within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the indemnity from the Company and SLC to the Underwriters set forth in paragraph (a) hereof, but only (i) with respect to information relating to such Underwriter furnished in writing by or on behalf of such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus, the Disclosure Package or any amendment or supplement thereto, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 12 of this Agreement and (ii) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus (as defined in Rule 405 under the Act) not constituting an “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Act) and used by such indemnifying Underwriter (it being understood that each of the Initial FWP and the Term Sheet constitutes an “issuer free writing prospectus”), or arising out of or based upon any omission or alleged omission to state therein a material fact necessary in order to make the statements therein not misleading (except to the extent such untrue statement or omission or alleged untrue statement or omission in such Free Writing Prospectus (x) is based upon or results from errors, mistakes or omissions in information provided by the Company or SLC to the Underwriters or (y) is contained in the Registration Statement, the Disclosure Package (except as supplemented or corrected in the Disclosure Package, if such supplemented or corrected Disclosure Package was provided to the Underwriters prior to the time the Underwriter used such Free Writing Prospectus not constituting an “issuer free writing prospectus”) or the Prospectus).  The foregoing indemnity agreement shall be in addition to any liability which the Underwriters may otherwise have.

(d)If any action, suit or proceeding shall be brought against any person in respect of which indemnity may be sought pursuant to Section 7(a), 7(b) or 7(c), such person (the “indemnified party”) shall promptly notify the parties against whom indemnification is being sought (the “indemnifying parties”), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except to the extent that the indemnifying party is materially prejudiced by such omission.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party).  The applicable Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the indemnifying parties have agreed in writing to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both the Underwriter or such controlling person and the indemnifying parties and the Underwriter or such controlling person shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to or in conflict with those available to the indemnifying parties and in the reasonable judgment of such counsel it is advisable for the Underwriter or such controlling person to employ separate counsel (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding on behalf of the Underwriter or such controlling person).  It is understood, however, that the indemnifying parties shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for each Underwriter and controlling persons not having actual or potential differing interests with such Underwriter or among themselves, which firm shall be designated in writing by such Underwriter, and that all such fees and expenses shall be reimbursed on a monthly basis as provided in paragraph (a) hereof.  An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

(e)If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under paragraphs (a), (b) or (c) hereof in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and SLC on the one hand and the applicable Underwriter on the other hand from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and SLC on the one hand and the applicable Underwriter on the other in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Company and SLC on the one hand and an Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Company and SLC bear to the total underwriting discounts and commissions received by such Underwriter.  The relative fault of the Company and SLC on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and SLC on the one hand or by an Underwriter on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f)The Company, SLC and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purposes) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities (or actions in respect thereof) referred to in paragraph (e) above shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding.  Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total Underwriting discounts and commissions received by such Underwriter with respect to the Notes underwritten by it exceed the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations in this paragraph (f) to contribute are several in proportion to their respective underwriting obligations and not joint.

(g)Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 7 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company and the Underwriters set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriters, the Company, SLC or any person controlling any of them or their respective directors or officers, (ii) acceptance of any Notes and payment therefor hereunder, and (iii) any termination of this Agreement.  A successor to the Underwriters, the Company, SLC or any person controlling any of them or their respective directors or officers, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 7.

8.           Conditions of the Underwriters’ Obligations.  The obligations of the Underwriters to purchase the Notes hereunder are subject to the following conditions precedent:

(a)All actions required to be taken and all filings required to be made by the Company under the Act prior to the sale of the Notes shall have been duly taken or made.  At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, threatened or, to the knowledge of the Company or the Underwriters, shall be contemplated by the Commission.

(b)Subsequent to the effective date of this Agreement, there shall not have occurred  (i) any change, or any development or event involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Company, SLC, SLC Receivables, the Servicer or the Sub-Servicer not contemplated by the Registration Statement, which in the opinion of the Representative, would materially adversely affect the market for the Notes, (ii) any downgrading in the rating of any debt securities of the Company, SLC, SLC Receivables, the Servicer or the Sub-Servicer by any nationally recognized statistical rating organization or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company, SLC, SLC Receivables, the Servicer or the Sub-Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), or (iii) any event or development which makes any statement made in the Registration Statement, Disclosure Package or Prospectus untrue or which, in the opinion of the Company and its counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement, Disclosure Package or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement, Disclosure Package or Prospectus to reflect such event or development would, in the opinion of the Representative, materially adversely affect the market for the Notes.

(c)You shall have received an opinion addressed to you of Bingham McCutchen LLP, or other counsel satisfactory to you, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the status of the Company, to each of the Sale Agreements, the Servicing Agreement, the Administration Agreement, the Eligible Lender Trust Agreements, the Indenture, the Trust Agreement, and this Agreement and to the validity of the Notes and such related matters as you shall reasonably request.  In addition, you shall have received an opinion addressed to you of Bingham McCutchen LLP, in its capacity as counsel for the Company, in form and substance satisfactory to you and your counsel, concerning “true sale,” “non-consolidation” and “first perfected security interest” and certain other issues with respect to the transfer of the Trust Student Loans from the SLC to SLC Receivables, SLC Receivables to the Company and from the Company to the Indenture Trustee.

(d)You shall have received an opinion addressed to you of Bingham McCutchen LLP, in its capacity as counsel for the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel to the effect that the statements in the Initial FWP and the Prospectus under the headings “Certain U.S. Federal Income Tax Considerations” and “Certain ERISA Considerations”, to the extent such statements summarize the material tax consequences and the material consequences under ERISA, respectively, of the purchase, beneficial ownership and disposition of the Notes to holders thereof described therein, are correct in all material respects.

(e)You shall have received an opinion addressed to you of Bingham McCutchen LLP, in its capacity as counsel for the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the character of the Notes for federal tax purposes.

(f)You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as Underwriters’ Counsel, dated the Closing Date, in form and substance satisfactory to you.

(g)You shall have received an opinion and disclosure letters addressed to you of Bingham McCutchen LLP, in its capacity as counsel for the Company, dated the Closing Date in form and substance satisfactory to you and your counsel with respect to the Registration Statement, the Disclosure Package and the Prospectus certain matters arising under the Trust Indenture Act and the 1940 Act.

(h)You shall have received opinions addressed to you of Bingham McCutchen LLP or other counsel satisfactory to you in their capacity as counsel to SLC and SLC Receivables, each dated the Closing Date and satisfactory in form and substance to you and your counsel.

(i)You shall have received an opinion addressed to you of ____________________, in its capacity as counsel to the Owner Trustee, dated the Closing Date and in form and substance satisfactory to you and your counsel.

(j)You shall have received an opinion addressed to you of ____________________, in its capacity as counsel to the Indenture Trustee, dated the Closing Date and in form and substance satisfactory to you and your counsel, to the effect that:

(i)           The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States.

(ii)           The Indenture Trustee has the full corporate trust power to accept the office of indenture trustee under the Indenture and to enter into and perform its obligations under the Indenture and the Custody Agreement.

(iii)           The execution and delivery of each of the Indenture and the Custody Agreement, and the performance by the Indenture Trustee of its obligations under the Indenture and the Custody Agreement, have been duly authorized by all necessary action of the Indenture Trustee and each has been duly executed and delivered by the Indenture Trustee.

(iv)           The Indenture and the Custody Agreement constitute valid and binding obligations of the Indenture Trustee enforceable against the Indenture Trustee.

(v)           The execution and delivery by the Indenture Trustee of the Indenture and the Custody Agreement do not require any consent, approval or authorization of, or any registration or filing with, any state or United States Federal governmental authority.

(vi)           Neither the consummation by the Indenture Trustee of the transactions contemplated in the Indenture and the Custody Agreement nor the fulfillment of the terms thereof by the Indenture Trustee will conflict with, result in a breach or violation of, or constitute a default under any law or the charter, by-laws or other organizational documents of the Indenture Trustee or the terms of any indenture or other agreement or instrument known to such counsel and to which the Indenture Trustee or any of its subsidiaries is a party or is bound or any judgment, order or decree known to such counsel to be applicable to the Indenture Trustee or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Indenture Trustee or any of its subsidiaries.

(vii)           The Eligible Lender Trustee is an “eligible lender” for purposes of the FFELP Program in its capacity as Indenture Trustee with respect to Trust Student Loans held under the Indenture.

(k)You shall have received an opinion addressed to you of ____________________, in its capacity as counsel for the Eligible Lender Trustee and the Indenture Administrator, in form and substance satisfactory to you.

(l)[Reserved]

(m)You shall have received certificates addressed to you dated the Closing Date of any two of the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of SLC, SLC Receivables and the Servicer in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of SLC, SLC Receivables or the Servicer, as the case may be, contained in the respective SLC Sale Agreement, SLC Receivables Sale Agreement, the Servicing Agreement, the Subservicing Agreement and the Administration Agreement, as applicable, are true and correct in all material respects, that each of SLC, SLC Receivables and the Servicer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date, (ii) that they have reviewed the Prospectus and the Disclosure Package and that the information therein regarding SLC, SLC Receivables or the Servicer, as applicable, is fair and accurate in all material respects, and (iii) since the first Time of Sale, no Material Adverse Effect or any development involving a prospective Material Adverse Effect, in or affecting particularly the business or properties of SLC, SLC Receivables or the Servicer, as applicable, has occurred.

(n)You shall have received certificates addressed to you dated the Closing Date of any two of the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Sub-Servicer in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Sub-Servicer contained in the Subservicing Agreement are true and correct in all material respects, that the Sub-Servicer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date, (ii) that they have reviewed the Prospectus and the Disclosure Package and that the information therein regarding the Sub-Servicer is fair and accurate in all material respects, and (iii) since the date of the Time of Sale, except as may be disclosed in the Prospectus or the Disclosure Package, no Material Adverse Effect or any development involving a prospective Material Adverse Effect in, or affecting particularly the business or properties of the Sub-Servicer has occurred.

(o)You shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Delaware reflecting the grant of the security interest by the Company in the Trust Student Loans and the proceeds thereof to the Indenture Trustee.

(p)[Reserved]

(q)The Underwriters shall have received on the Closing Date from ____________________, accountants to the Company, a letter dated the Closing Date, and in form and substance satisfactory to the Representative, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to (i) certain information regarding the Trust Student Loans and (ii) the static pool data and setting forth the results of such specified procedures.

(r)All the representations and warranties of the Company contained in this Agreement and the Basic Documents shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date and the Underwriters shall have received a certificate, dated the Closing Date and signed by an executive officer of the Company to the effect set forth in this Section 8(r) and in Section 8(s) hereof.

(s)The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date.

(t)The Underwriters shall have received by instrument dated the Closing Date, in lieu of or in addition to the legal opinions referred to in this Section 8, the right to rely on opinions provided by such counsel and all other counsel under the terms of the Basic Documents.

(u)You shall have received certificates addressed to you dated the Closing Date of ____________________, ____________________, ____________________ and ____________________ (each, a “Significant Guarantor”) to the effect that (i) the information in the Prospectus and the Disclosure Package with respect to the applicable Significant Guarantor does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements about the Significant Guarantor therein, in the light of the circumstances under which they are made, not misleading, and (ii) there are no proceedings pending or overtly threatened in writing against the Significant Guarantor in any court or before any governmental authority or arbitration board or tribunal, wherein an unfavorable decision, ruling or finding is likely and would materially adversely affect the performance by the Significant Guarantor to carry on its business substantially as now conducted.

(v)The Notes shall be rated “____” by Fitch, Inc. (“Fitch”), “____” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) and “____” by Moody’s Investors Service (“Moody’s); and neither Fitch, S&P nor Moody’s has placed the Notes under surveillance or review with possible negative implications.

(w)You shall have received evidence satisfactory to you of the completion of all actions necessary to effect the transfer of the Trust Student Loans as described in the Prospectus and the Disclosure Package and the recordation thereof on SLC’s, SLC Receivables’ and the Sub-Servicer’s computer systems.

(x)You shall have received such further information, certificates and documents as the Representative may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incidental hereto shall be in all material respects reasonably satisfactory in form and substance to the Representative and its counsel.

(y)You shall have received such other opinions, certificates and documents as are required under the Indenture as a condition to the issuance of the Notes.

The Company will provide or cause to be provided to you such conformed copies of such of the foregoing opinions, notes, letters and documents as you reasonably request.

9.           Expenses.  The Company agrees to pay or to otherwise cause the payment of the following costs and expenses and all other costs and expenses incidental to the performance by it of its obligations hereunder:  (i) the preparation, printing or reproduction of the Registration Statement, the Prospectus, the Disclosure Package and each amendment or supplement to any of them, this Agreement, and each other Basic Document; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus, the Disclosure Package and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of definitive certificates for the Notes; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) qualification of the Indenture under the Trust Indenture Act; (vi) the qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 3(k) hereof; (vii) the listing of the Notes on the Irish Stock Exchange; (viii) the fees and disbursements of (A) the Company’s counsel, (B) the Underwriters’ counsel, (C) the Indenture Trustee and its counsel, (D) the Owner Trustee and its counsel, (E) DTC in connection with the book-entry registration of the Notes, (F) the SEC and (G) __________, accountants for the Company and issuer of the Comfort Letter; and (viii) the fees charged by S&P, Fitch and Moody’s for rating the Notes.

10.           Effective Date of Agreement.  This Agreement shall be deemed effective as of the date first above written upon the execution and delivery hereof by all the parties hereto.  Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying the Representative, or by the Representative, by notifying the Company.

Any notice under this Section 10 may be given by telecopy or telephone but shall be subsequently confirmed by letter.

11.           Termination of Agreement.  This Agreement shall be subject to termination in the absolute discretion of the Representative, without liability on the part of the Underwriters to the Company, by notice to the Company, if on or after the Time of Sale and prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (iii) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representative, impracticable or inadvisable to commence or continue the offering of the Notes on the terms set forth in the Disclosure Package or Prospectus, as applicable, or to enforce contracts for the resale of the Notes by the Underwriters.  Notice of such termination may be given to the Company by telecopy or telephone and shall be subsequently confirmed by letter.

12.           Information Furnished by the Underwriters.  The statements set forth in the tables (but only with respect to such Underwriter) and the third, sixth (second sentence only), seventh (second and third sentences only and, with respect to Section 7(c), only as it relates to the Representative), tenth, eleventh and twelfth paragraphs under the heading “Underwriting” in the Prospectus Supplement (collectively, the “Underwriters’ Information”) constitute the only information furnished by or on behalf of the Underwriters (and in the case of the second and third sentences of the seventh paragraph, furnished by the Representative only) as such information is referred to in Sections 3(b) and 7 hereof.

13.           Default by One of the Underwriters.   If an Underwriter shall fail on the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Notes”), the remaining Underwriters (the “Non-Defaulting Underwriters”) shall have the right, but not the obligation, within one (1) business day thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Notes upon the terms herein set forth; if, however, the Non-Defaulting Underwriters shall have not completed such arrangements within such one (1) business day period, then this Agreement shall terminate without liability on the part of the Non-Defaulting Underwriters.

No action taken pursuant to this Section shall relieve a defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, the Non-Defaulting Underwriters shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

14.           Absence of Fiduciary Relationship.  Each of the Company and SLC acknowledges and agrees that:

(a)the Underwriters have been retained solely to act as underwriters in connection with the sale of the Notes and agree with the Company and SLC that no fiduciary, advisory or agency relationship between the Company and SLC and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company and SLC on other matters;

(b)the price of the Notes set forth in this Agreement was established by the Company and SLC following discussions and arms-length negotiations with the Underwriters, and the Company and SLC are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)the Company and SLC have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and SLC and that the Underwriters have no obligation to disclose such interests and transactions to the Company and SLC by virtue of any fiduciary, advisory or agency relationship;

(d)the Company and SLC waive, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company and SLC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or SLC, including members, employees or creditors of the Company or SLC; and

(e)the Company and SLC agree that neither of them will claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or SLC, in connection with such transaction or the process leading thereto.

15.           Survival of Representations and Warranties.  The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in notes of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes.

16.           Miscellaneous.  Except as otherwise provided in Sections 7, 10 and 11 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, at 750 Washington Boulevard, 9th Floor, Stamford, Connecticut 06901, Attention:  General Counsel, and (ii) if to the Underwriter, to ____________________, ____________________, Attention: ____________________.

This Agreement has been and is made solely for the benefit of the Underwriters, the Company, their respective directors, officers, trustees and controlling persons referred to in Section 7 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement.  Neither the term “successor” nor the term “successors and assigns” as used in this Agreement shall include a purchaser from an Underwriter of any of the Notes in his status as such purchaser.

17.           Applicable Law; Counterparts.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York without giving effect to the choice of laws or conflict of laws principles thereof.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

This Agreement may be signed in various counterparts which together constitute one and the same instrument.  If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto.

Please confirm that the foregoing correctly sets forth the agreement between the Company and the Underwriters.

Very truly yours,

SLC STUDENT LOAN TRUST 20__-__

By:      SLC Student Loan Receivables I, Inc.,

            as Depositor

By:   

Name:  

Title:  

THE STUDENT LOAN CORPORATION

By:   

Name:  

Title: 

Confirmed as of the date first

above mentioned.

____________________,

acting on behalf of itself and as Representative

of the Underwriters

By:   

Name:  

Title: 

SCHEDULE A

	UNDERWRITER
NOTES	__________	__________	__________	__________
Class A	$__________	$__________	$__________	$__________

PRICE TO PUBLIC	UNDERWRITING DISCOUNT	PROCEEDS TO DEPOSITOR	CONCESSION	RE-ALLOWANCE
____%	____%	____%	____%	____%

EX-3.1

EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

SLC STUDENT LOAN RECEIVABLES I, INC.

ARTICLE I

The name of the Corporation is SLC Student Loan Receivables I, Inc. (the "Corporation").

ARTICLE II

A.           The purposes for which the Corporation is organized are limited solely to: (a) purchasing or otherwise acquiring from time to time student loans originated or acquired by The Student Loan Corporation, a Delaware corporation ("SLC") (the "Student Loans"), transferring such Student Loans to one or more trusts established by the Corporation to issue securities backed by such Student Loans and filings one or more registration statements with the Securities and Exchange Commission with respect to the public issuance of such securities, (b) acquiring equity interests in the trusts to which the Corporation transfers Student Loans and (c) transacting any and all lawful business for which a corporation may be organized under the laws of the State of Delaware that is incident, reasonable and appropriate to accomplish the foregoing.

B.           Notwithstanding any other provision in these Articles of Organization (these "Articles") and any provision of law that otherwise so empowers the Corporation:

1.           The Corporation shall not do any of the following, without the affirmative vote of 100% of the members of its Board of Directors, which Board of Directors is required to consider the interests of creditors of the Corporation when conducting such vote:

(a) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding; institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally;

(b) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Corporation or a substantial portion of its property;

(c) make any assignment for the benefit of the creditors of the Corporation; and

(d) take any action in furtherance of the foregoing subparagraphs (a) through (c);

2.           The Corporation shall not do any of the following:

(a) dissolve, liquidate, consolidate, merge or sell all or substantially all of the assets of the Corporation;

(b) engage in any business activity unrelated to the acquisition, transfer and securitization of the Student Loans;

(c) own any assets other than those related to, or derived from, the Student Loans;

(d) engage in transactions with affiliates except on a commercially reasonable basis;

(e) take any action that is reasonably likely to cause the Corporation to become insolvent; or

(f) incur any indebtedness other than ordinary operating expenses incurred in the ordinary course of the Corporation's business.

C.           The Corporation's Board of Directors shall at all times on or after the date of its first acquisition of the Student Loans have at least two members each of whom is an "Independent Director."  Independent Director shall mean, when used with respect to any Person (as hereinafter defined and including, without limitation, any relative or spouse of such Person, or any relative of such spouse who has the same home as such Person) who:

(i) is in fact independent; and

(ii) is not at the time of initial appointment and has not been at any time during the preceding five (5) years and will not be while serving:

(a) a stockholder, officer, director (other than as the Independent Director), employee or partner, attorney or counsel of the Corporation, SLC or any affiliate of either of them,

(b) a creditor, customer, supplier or other person who derives any of its purchases or revenues from its activities (other than in payment for its role as Independent Director or costs related thereto) with the Corporation, SLC or any affiliate of either of them,

(c) a person or other entity controlling or under common control with any such stockholder, partner, creditor, customer, supplier or other person (as used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise), or

(d) a member of the immediate family of any such stockholder, officer, employee, partner, creditor, customer, supplier or other person.

For the purposes of the definition of Independent Director, "Person" shall mean any individual, corporation, partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of the foregoing.  In the event of the death, incapacity, resignation or removal of an Independent Director, the Corporation's Board of Directors shall promptly appoint a replacement Independent Director.

D.           Notwithstanding any other provision in these Articles and any provision of law that otherwise so empowers the Corporation, the Corporation shall at all times:

(a) maintain books and records separate from any other person or entity;

(b) maintain its bank accounts separate from any other person or entity;

(c) hold all of its assets in its own name and not commingle its assets with those of any other person or entity;

(d) conduct its own business in its own name;

(e) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and shall not have its assets listed on the financial statement of any other entity;

(f) pay its own liabilities and expenses only out of its own funds;

(g) observe all corporate and other organizational formalities;

(h) maintain an arm's length relationship with its affiliates and enter into transactions with affiliates only on a commercially reasonable basis;

(i) pay the salaries of its own employees, if any, from its own funds;

(j) maintain a sufficient number of employees, if any, in light of its contemplated business operations;

(k) not guarantee or become obligated for the debts of any other entity or person;

(l) not hold out its credit as being available to satisfy the obligations of any other person or entity;

(m) not acquire the obligations or securities of its affiliates, shareholders or partners;

(n) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity (other than cash, investment-grade securities and Student Loans);

(o) allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate;

(p) use stationery, invoices and checks bearing its own name;

(q) not pledge its assets for the benefit of any other person or entity;

(r) hold itself out as a separate entity;

(s) promptly correct any known misunderstanding regarding its separate identity;

(t) not identify itself as a division of any other person or entity;

(u) maintain adequate capital in light of its contemplated business operations; and

(v) not form, hold or acquire any subsidiaries.

ARTICLE III

The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $.01 per share, with an authorized capital of ten dollars ($10.00).

The initial registered office shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the initial registered agent shall be The Corporation Trust Company, who is a resident of New Castle County, Delaware, and whose business address is the same as the address of the initial registered office.

ARTICLE IV

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit.  No repeal or modification of this Article shall adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE V

The number of Directors constituting the Board of Directors shall be established by the Corporation's Bylaws, or in the absence of a bylaw establishing the number of Directors, the number of Directors shall be three until such time as the Corporation is required to have Independent Directors pursuant to Article II paragraph C. hereof, and thereafter five, including at

least two Independent Directors.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on December 20, 2001.

By: /s/ Anthony DeRose                 

Name: Anthony DeRose

Title: Sole Incorporator

100 Maiden Lane

New York, New York 10038

EX-3.2

EXHIBIT 3.2

BY-LAWS

OF

SLC STUDENT LOAN RECEIVABLES I, INC.

ARTICLE I

OFFICES

Section 1.1.                      REGISTERED OFFICE.  The registered office of the Corporation in the State of Delaware shall be located at the principal place of business in such state of the corporation or individual acting as the Corporation's registered agent in Delaware.

Section 1.2.                      OTHER OFFICES.  In addition to its registered office in the State of Delaware, the Corporation may have an office or offices in such other places as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1.                      TIME AND PLACE.  All meetings of the stockholders of the Corporation shall be held at such time and place, either within or without the State of Delaware, as may from time to time be determined by the Board of Directors and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.  The Board of Directors may in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication.

Section 2.2.                      ANNUAL MEETING.  The annual meeting of stockholders of the Corporation shall be held at such date, time and place, either within or without the State of Delaware, as shall be determined by the Board of Directors and stated in the notice of meeting.

Section 2.3.                      SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of stockholders for any purpose or purposes if not otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Board of Directors, the President, or the Secretary and shall be called by the President or Secretary at the request of stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at a meeting of stockholders.  Such request shall state the purpose or purposes of the proposed meeting.  The time of any such special meeting shall be fixed by the officer calling the meeting and shall be stated in the notice of such meeting, which notice shall specify the purpose or purposes thereof.  Business transacted at any special meeting shall be confined to the purposes stated in the notice of meeting and matters germane thereto.

Section 2.4.                      NOTICE OF MEETINGS.  Notice of the time and place, if any, of every annual or special meeting of the stockholders, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to notice of or to vote at such meeting, in the manner prescribed by Section 6.1 of these By-Laws.  Unless otherwise required by law, such notice shall be given not less than ten nor more than sixty days before the date of the meeting.

Section 2.5.                      QUORUM AND ADJOURNMENT OF MEETINGS.  The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at any meeting of stockholders, present in person, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law or by the Certificate of Incorporation.  If a majority shall not be present in person or represented by proxy at any meeting of the stockholders at which action is to be taken by the stockholders, the stockholders entitled to vote at such meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice (other than announcement at the meeting at which the adjournment is taken, of the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting), until holders of the requisite number of shares of stock entitled to vote shall be present or represented by proxy.  At such adjourned meeting at which such holders of the requisite number of shares of capital stock shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.6.                      VOTE REQUIRED.  At any meeting of stockholders, directors shall be elected by a plurality of votes, and all other matters shall be decided by a majority of votes, cast by the stockholders present in person or represented by proxy and entitled to vote, unless the matter is one for which, by express provisions of statute, of the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the determination of such matter.

Section 2.7.                      VOTING.  At any meeting of the stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy.  Subject to the provisions of Section 211(a)(2) of the General Corporation Law, the Board of Directors, in its sole discretion, and subject to such guidelines and procedures as it may deem appropriate, may permit stockholders and proxy holders not physically present at a meeting of stockholders, by means of remote communication, to participate in the meeting of stockholders and be deemed present in person and permitted to vote at the meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication.  To determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date which shall be not more than sixty days nor less than ten days before the date of such meeting.  Except as otherwise provided by the Certificate of Incorporation or by statute, each stockholder of record shall be entitled to one vote for each outstanding share of capital stock standing in his or her name on the books of the Corporation as of the record date.

Section 2.8.                      LIST OF STOCKHOLDERS.  A complete list of the stockholders entitled to vote at any meeting of stockholders arranged in alphabetical order with the address (which need not include any electronic mail address or other electronic contact information) of each and the number of shares held by each, shall be prepared by the Secretary.  Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.9.                      PROXIES.  Each proxy shall be in writing executed by the stockholder giving the proxy or his or her duly authorized attorney.  No proxy shall be valid after the expiration of three years from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or his or her legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.10.                                CONSENTS.  The provision of these By-Laws covering notices and meetings to the contrary notwithstanding, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent1 in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted.  Where corporate action is taken in such manner by less than unanimous written consent, prompt written notice of the taking of such action shall be given to all stockholders who have not consented in writing thereto and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting.

ARTICLE III

DIRECTORS

Section 3.1.                      BOARD OF DIRECTORS.  The business and affairs of the Corporation shall be managed by a Board of Directors.  The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things on its behalf as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done

by the stockholders.

Section 3.2.                      NUMBER; ELECTION AND TENURE.  The number of directors shall be fixed initially by the incorporator of the Corporation and thereafter such number may be increased from time to time by the stockholders or by the Board of Directors or may be decreased by the stockholders; provided that no decrease in the number of directors shall shorten the term of any incumbent director.  Except as provided by law or these By-Laws, directors shall be elected each year at the annual meeting of stockholders.  Each director shall hold office until the annual meeting of stockholders next succeeding his or her election until his or her successor is elected and has qualified or until his or her earlier resignation or removal.

Section 3.3.                      RESIGNATION AND REMOVAL.  A director may resign at any time by giving notice in writing or by electronic transmission (as such term is defined in Section 232(c) of the General Corporation Law) to the Board of Directors or to the President of the Corporation.  Such resignation shall take effect upon receipt thereof by the Board of Directors or by the President, unless otherwise specified therein.  Any one or more of the directors may be removed, either with or without cause, at any time by the affirmative vote of a majority of the stockholders at any special meeting of the stockholders called for such purpose.

Section 3.4.                      VACANCIES.  A vacancy occurring for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by the sole remaining director, or by the stockholders.

Section 3.5.                      COMPENSATION.  Each director shall receive for services rendered as a director of the Corporation such compensation as may be fixed by the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

MEETINGS OF THE BOARD

Section 4.1.                      TIME AND PLACE.  Meetings of the Board of Directors shall be held at such places, within or without the State of Delaware, and within or without the United States of America, as shall be determined in accordance with these By-Laws.

Section 4.2.                      ANNUAL MEETING.  Immediately after and at the place of the annual meeting of the stockholders, or at such other place as the Board of Directors may designate, a meeting of the newly elected Board of Directors for the purpose of organization and the election of officers and otherwise may be held.  Such meeting may be held without notice.

Section 4.3.                      REGULAR MEETINGS.  Regular meetings of the Board of Directors may be held without notice, at such time and place as shall, from time to time, be determined by the Board of Directors.

Section 4.4.                      SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held at any time and place as shall be determined by resolution of the Board of Directors or upon the call of the President, the Secretary, or any member of the Board of Directors on two days' notice to each director by mail or on one day's notice personally or by a form of electronic transmission.  Meetings of the Board of Directors may be held at any time without notice if all the directors are present, or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after the meeting.

Section 4.5.                      QUORUM AND VOTING.  A majority of the entire Board of Directors shall constitute a quorum at any meeting of the Board of Directors and the act of a majority of the directors shall be the act of the Board of Directors, except as may otherwise be specifically provided by law, the Certificate of Incorporation or by these By-Laws.  If at any meeting of the Board of Directors there shall be less than a quorum present, the director or directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall have been obtained.

Section 4.6.                      CONSENTS.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent to such action in writing, or by electronic transmission and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.7.                      TELEPHONIC MEETINGS OF DIRECTORS.  The Board of Directors may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  Participation by such means shall constitute presence in person at such meeting.

ARTICLE V

COMMITTEES OF THE BOARD

Section 5.1.                      DESIGNATION AND POWERS.  The Board of Directors may in its discretion designate one or more committees.  Each committee shall consist of one or more of the directors of the Corporation.  Such committee or committees shall have duties and powers not inconsistent with the laws of the State of Delaware, the Certificate of Incorporation, these By-Laws, and the respective resolution or resolutions of the Board of Directors.

ARTICLE VI

NOTICES

Section 6.1.                      DELIVERY OF NOTICES.  Notices to directors and stockholders shall be in writing and may be delivered personally, by mail or by a form of electronic transmission.  Notice by mail shall be deemed to be given at the time when deposited in the United States mail, postage prepaid, and addressed to directors or stockholders at their respective addresses appearing on the books of the Corporation, unless any such director or stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him or her be mailed or delivered to some other address, in which case the notice shall be mailed to or delivered at the address designated in such request.  Notice to stockholders pursuant to a form of electronic transmission shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is given.  Notice given to stockholders pursuant to a form of electronic transmission shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder.  Any consent of a stockholder to receive notice pursuant to a form of electronic transmission shall be revocable as provided in Section 232(a) of the General Corporation Law.

Section 6.2.                      WAIVER OF NOTICE.  Whenever notice is required to be given by statute, the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance of a person at a meeting of stockholders, directors or any committee of directors, as the case may be, shall constitute a waiver of notice of such meeting, except where the person is attending for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders, directors or committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission.

ARTICLE VII

OFFICERS

Section 7.1.                      EXECUTIVE OFFICERS.  At the annual meeting of directors the Board of Directors shall elect a Chairman of the Board, President, Secretary and Treasurer and may elect one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers and such other officers as the Board of Directors may from time to time designate or the business of the Corporation may require.  Except for the Chairman of the Board, no executive officer need be a member of the Board.  Any number of offices may be held by the same person, except that the office of Secretary may not be held by the Chairman of the Board or the President.

Section 7.2.                      OTHER OFFICERS AND AGENTS.  The Board of Directors may also elect such other officers and agents as the Board of Directors may at any time or from time to time determine to be advisable, such officers and such agents to serve for such terms and to exercise such powers and perform such duties as shall be specified at any time or from time to time by the Board of Directors.

Section 7.3.                      TENURE; RESIGNATION; REMOVAL; VACANCIES.  Each officer of the Corporation shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal; provided, that if the term of office of any officer elected or appointed pursuant to Section 7.2 of these By-Laws shall have been fixed by the Board of Directors, he or she shall cease to hold such office no later than the date of expiration of such term regardless of whether any other person shall have been elected or appointed to succeed him or her.  Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors; provided, that any such removal shall be without prejudice to the rights, if any, of the officer so employed under any employment contract or other agreement with the Corporation.  An officer may resign at any time upon written notice to the Board of Directors.  If the office of any officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor or successors to hold office for such term as may be specified by the Board of Directors.

Section 7.4.                      COMPENSATION.  Except as otherwise provided by these By-Laws, the salaries of all officers and agents of the Corporation appointed by the Board of Directors shall be fixed by the Board of Directors.

Section 7.5.                      AUTHORITY AND DUTIES.  All officers as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws.  In addition to the powers and duties hereinafter specifically prescribed for the respective officers, the Board of Directors may from time to time impose or confer upon any of the officers such additional duties and powers as the Board of Directors may see fit, and the Board of Directors may from time to time impose or confer any or all of the duties and powers hereinafter specifically prescribed for any officer upon any other officer or officers.

Section 7.6.                      CHAIRMAN OF THE BOARD.  The Chairman of the Board of Directors, who shall be a director, shall preside at all meetings of the stockholders and at all meetings of the Board of Directors.  As director, he or she shall perform such other duties as may be assigned from time to time by the Board of Directors.

Section 7.7.                      PRESIDENT.  The President shall be the chief executive officer of the Corporation.  He or she shall perform such duties as may be assigned to him or her by the Board of Directors, and in the event of disability or absence of the Chairman of the Board, perform the duties of the Chairman of the Board, including presiding at meetings of stockholders and directors.  He or she shall from time to time report to the Board of Directors all matters within his or her knowledge which the interest of the Corporation may require to be brought to their notice, and shall also have such other powers and perform such other duties as may be specifically assigned to him or her from time to time by the Board of Directors.  The President shall see that all resolutions and orders of the Board of Directors are carried into effect, and in connection with the foregoing, shall be authorized to delegate to the Vice President and the other officers such of his or her powers and such of his or her duties as he or she may deem to be advisable.

Section 7.8.                      THE VICE PRESIDENT(S).  The Vice President, or if there be more than one, the Vice Presidents, shall perform such duties as may be assigned to them from time to time by the Board of Directors or as may be designated by the President.  In case of the absence or disability of the President the duties of the office shall, if the Board of Directors or the President has so authorized, be performed by the Vice President, or if there be more than one Vice President, by such Vice President as the Board of Directors or President shall designate.

Section 7.9.                      THE TREASURER.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors or by any officer of the Corporation authorized by the Board of Directors to make such designation.  The Treasurer shall exercise such powers and perform such duties as generally pertain or are necessarily incident to his or her office and shall perform such other duties as may be specifically assigned to him or her from time to time by the Board of Directors or by the President or any Vice President.

Section 7.10.                                THE SECRETARY.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for any committee when required.  He or she shall give, or cause to be given, notice of all meetings of the stockholders and, when necessary, of the Board of Directors.  The Secretary shall exercise such powers and perform such duties as generally pertain or are necessarily incident to his or her office and he or she shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors, the President or by any Vice President.

ARTICLE VIII

CERTIFICATES OF STOCK

Section 8.1.                      FORM AND SIGNATURE.  The certificates of stock of the Corporation shall be in such form or forms not inconsistent with the Certificate of Incorporation as the Board of Directors shall approve.  They shall be numbered, the certificates for the shares of stock of each class to be numbered consecutively, and shall be entered in the books of the Corporation as they are issued.  They shall exhibit the holder's name and number of shares and shall be signed by the Chairman of the Board, the President or a Vice President and the Treasurer (or any Assistant Treasurer) or the Secretary (or any Assistant Secretary); provided, however, that where any such certificate is signed by a transfer agent or an assistant transfer agent, or by a transfer clerk acting on behalf of the Corporation, and registered by a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, may be a facsimile.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

Section 8.2.                      LOST OR DESTROYED CERTIFICATES.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representatives, to advertise the same in such manner as it shall require, and to give a bond in such sum as the Board of Directors may direct, indemnifying the Corporation, any transfer agent and any registrar against any claim that may be made against them or any of them with respect to the certificate alleged to have been lost or destroyed.

Section 8.3.                      REGISTRATION OF TRANSFER.  Upon surrender to the Corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction on its books.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1.                      RECORD DATE.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

Section 9.2.                      REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

Section 9.3.                      DIVIDENDS.  Dividends upon the capital stock of the Corporation shall in the discretion of the Board of Directors from time to time be declared by the Board of Directors out of funds legally available therefor after setting aside of proper reserves.

Section 9.4.                      CHECKS AND NOTES.  All checks and drafts on the bank accounts of the Corporation, all bills of exchange and promissory notes of the Corporation, and all acceptances, obligations and other instruments for the payment of money drawn, signed or accepted by the Corporation, shall be signed or accepted, as the case may be, by such officer or officers, agent or agents as shall be thereunto authorized from time to time by the Board of Directors or by officers of the Corporation designated by the Board of Directors to make such

authorization.

Section 9.5.                      FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 9.6.                      VOTING OF SECURITIES OF OTHER CORPORATIONS.  In the event that the Corporation shall at any time own and have power to vote any securities (including but not limited to shares of stock) of any other issuer, such securities shall be voted by such person or persons, to such extent and in such manner, as may be determined by the Board of Directors.

Section 9.7.                      TRANSFER AGENT.  The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock.  It may appoint one or more transfer agents and one or more registrars and may require all stock certificates to bear the signature of either or both.

Section 9.8.                      CORPORATE SEAL.  The corporate seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Delaware".

ARTICLE X

INDEMNIFICATION

Section 10.1.                                INDEMNIFICATION.

(A)           ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.  The Corporation shall indemnify any current or former director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) (funds paid or required to be paid to any person as a result of the provisions of this Section 10.1 shall be returned to the Corporation or reduced, as the case may be, to the extent that such person receives funds pursuant to an indemnification from any such other corporation, partnership, joint venture, trust or enterprise) to the fullest extent permissible under Delaware law, as then in effect, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

(B)           ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION.  The Corporation shall indemnify any current or former director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) (funds paid or required to be paid to any person as a result of the provisions of this Section 10.1 shall be returned to the Corporation or reduced, as the case may be, to the extent that such person receives funds pursuant to an indemnification from any such other corporation, partnership, joint venture, trust or enterprise) to the fullest extent permitted under Delaware law, as then in effect, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(C)           INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY.  To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) or (b) of this Section 10.1, or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

(D)           DETERMINATION OF RIGHT TO INDEMNIFICATION.  Any indemnification under paragraph (a) or (b) of this Section 10.1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Section 10.1. Such determination shall be made (1) by the Board of Directors by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the holders of a majority of the shares of capital stock of the Corporation entitled to vote thereon.

(E)           ADVANCEMENT OF EXPENSES.  Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Section 10.1.  Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

(F)           OTHER RIGHTS.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

(G)           INSURANCE.  By action of the Board of Directors, notwithstanding an interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation shall have the power to indemnify such person against such liability under the provisions of this Section 10.l.

(H)           CONTINUATION OF RIGHTS TO INDEMNIFICATION.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 10.2.                                PROTECTION OF RIGHTS EXISTING AT TIME OF REPEAL OR

MODIFICATION.  Any repeal or modification of this Section 10.1 shall not adversely affect any right or protection of an indemnified person existing at the time of such repeal or modification.

ARTICLE XI

AMENDMENTS

Section 11.1.                                BY THE STOCKHOLDERS.  These By-Laws may be altered, amended or repealed in whole or in part, and new By-Laws may be adopted, by the affirmative vote of the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, if notice thereof shall be contained in the notice of the meeting.

Section 11.2.                                BY THE BOARD OF DIRECTORS.  These By-Laws may be altered, amended or repealed by the Board of Directors at any regular or special meeting of the Board of Directors if notice thereof shall be contained in the notice of the meeting.

EX-4.1

EXHIBIT 4.1

INDENTURE

among

SLC STUDENT LOAN TRUST 20__-__,
as the Issuer,

CITIBANK, N.A.,
not in its individual capacity but
solely as the Eligible Lender Trustee

____________________,
not in its individual capacity but
solely as the Indenture Trustee

AND

CITIBANK, N.A.,
not in its individual capacity but
solely as the Indenture Administrator
acting as agent for the Indenture Trustee

Dated as of __________, 20__

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND USAGE

Section 1.1

Definitions and Usage

2

Section 1.2

Incorporation by Reference of Trust Indenture Act

2

ARTICLE II

THE NOTES

Section 2.1

Form

3

Section 2.2

Execution, Authentication and Delivery

3

Section 2.3

Temporary Notes

4

Section 2.4

Registration; Registration of Transfer and Exchange

4

Section 2.5

Mutilated, Destroyed, Lost or Stolen Notes

5

Section 2.6

Persons Deemed Owner

6

Section 2.7

Payment of Principal and Interest; Note Interest Shortfall

6

Section 2.8

Cancellation

7

Section 2.9

Release of Collateral

7

Section 2.10

Book-Entry Notes

8

Section 2.11

Notices to Clearing Agency

9

Section 2.12

Definitive Notes

9

Section 2.13

Certain Tax Forms and Treatment

10

Section 2.14

CUSIP Numbers

11

ARTICLE III

COVENANTS; REPRESENTATIONS

Section 3.1

Payments to Noteholders

11

Section 3.2

Maintenance of Office or Agency

11

Section 3.3

Money for Payments to Be Held in Trust

11

Section 3.4

Existence

13

Section 3.5

Protection of Indenture Trust Estate

13

Section 3.6

Opinions as to Indenture Trust Estate

14

Section 3.7

Performance of Obligations; Servicing of Trust Student Loans

14

Section 3.8

Negative Covenants

17

Section 3.9

Annual Statement as to Compliance

17

Section 3.10

Merger, Consolidation and Transfer

18

Section 3.11

[Reserved].

18

Section 3.12

No Other Business

18

Section 3.13

No Borrowing

18

Section 3.14

Obligations of Servicer and Administrator

18

Section 3.15

Guarantees, Loans, Advances and Other Liabilities

18

Section 3.16

Capital Expenditures

18

Section 3.17

Restricted Payments

18

Section 3.18

Notice of Events of Default

19

Section 3.19

Further Instruments and Acts

19

Section 3.20

Taxes

19

Section 3.21

Representations of the Issuer Regarding the Indenture Trustee’s

Security Interest

19

Section 3.22

Covenants of the Issuer Regarding the Indenture Trustee’s Security

Interest

20

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1

Satisfaction and Discharge of Indenture

21

Section 4.2

Application of Trust Money

22

Section 4.3

Repayment of Moneys Held by Paying Agent

22

Section 4.4

Auction of Trust Student Loans

22

ARTICLE V

REMEDIES

Section 5.1

Events of Default

23

Section 5.2

Acceleration of Maturity; Rescission and Annulment

24

Section 5.3

Collection of Indebtedness and Suits for Enforcement by Indenture

Trustee

25

Section 5.4

Remedies; Priorities

27

Section 5.5

Optional Preservation of the Trust Student Loans

28

Section 5.6

Limitation of Suits

29

Section 5.7

Unconditional Rights of Noteholders to Receive Principal and Interest

29

Section 5.8

Restoration of Rights and Remedies

29

Section 5.9

Rights and Remedies Cumulative

30

Section 5.10

Delay or Omission Not a Waiver

30

Section 5.11

Control by Noteholders

30

Section 5.12

Waiver of Past Defaults

31

Section 5.13

Undertaking for Costs

31

Section 5.14

Waiver of Stay or Extension Laws

31

Section 5.15

Action on Notes

31

Section 5.16

Performance and Enforcement of Certain Obligations

32

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1

Duties of Indenture Trustee

32

Section 6.2

Rights of Indenture Trustee and Indenture Administrator

34

Section 6.3

Individual Rights of Indenture Trustee and Indenture Administrator

35

Section 6.4

Disclaimer

36

Section 6.5

Notice of Defaults

36

Section 6.6

Reports by Indenture Administrator to Noteholders

36

Section 6.7

Compensation and Indemnity

36

Section 6.8

Replacement of Indenture Trustee

37

Section 6.9

Replacement of Indenture Administrator

38

Section 6.10

Successor Indenture Trustee by Merger

39

Section 6.11

Appointment of Co-Trustee or Separate Trustee

40

Section 6.12

Eligibility; Disqualification

41

Section 6.13

Preferential Collection of Claims Against the Issuer

41

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.1

Issuer to Furnish Indenture Administrator and Indenture Trustee

Names and Addresses of Noteholders

41

Section 7.2

Preservation of Information; Communications to Noteholders

41

Section 7.3

Reports by Issuer

42

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1

Collection of Money

43

Section 8.2

Trust Accounts

43

Section 8.3

General Provisions Regarding Accounts

44

Section 8.4

Release of Indenture Trust Estate

44

Section 8.5

Opinion of Counsel

45

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1

Supplemental Indentures without Consent of Noteholders

45

Section 9.2

Supplemental Indentures with Consent of Noteholders

47

Section 9.3

Execution of Supplemental Indentures

48

Section 9.4

Effect of Supplemental Indenture

48

Section 9.5

Conformity with Trust Indenture Act

48

Section 9.6

Reference in Notes to Supplemental Indentures

49

ARTICLE X

REDEMPTION OF NOTES

Section 10.1

Redemption

49

Section 10.2

Form of Redemption Notice

49

Section 10.3

Notes Payable on Redemption Date

49

ARTICLE XI

MISCELLANEOUS

Section 11.1

Compliance Certificates and Opinions, etc

50

Section 11.2

Form of Documents Delivered to Indenture Trustee or Indenture

Administrator

52

Section 11.3

Acts of Noteholders

52

Section 11.4

Notices, etc., to Indenture Trustee, Indenture Administrator, Issuer and

Rating Agencies

53

Section 11.5

Notices to Noteholders; Waiver

54

Section 11.6

Alternate Payment and Notice Provisions

54

Section 11.7

Conflict with Trust Indenture Act

54

Section 11.8

Effect of Headings and Table of Contents

55

Section 11.9

Successors and Assigns

55

Section 11.10

Separability

55

Section 11.11

Benefits of Indenture

55

Section 11.12

Legal Holidays

55

Section 11.13

Governing Law

55

Section 11.14

Counterparts

55

Section 11.15

Recording of Indenture

55

Section 11.16

Trust Obligations

56

Section 11.17

No Petition

56

Section 11.18

Inspection

56

Section 11.19

Indenture Administrator as Agent of Indenture Trustee

56

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.1

Intent of the Parties; Reasonableness

57

APPENDICES, SCHEDULES AND EXHIBITS

APPENDIX A

Definitions and Usage

SCHEDULE A

Schedule of Trust Student Loans

SCHEDULE B

Location of Trust Student Loan Files

EXHIBIT A

Form of Notes

EXHIBIT B

Form of Note Depository Agreement

EXHIBIT C

Servicing Criteria to be Addressed in Assessment of Compliance

INDENTURE, dated as of __________, 20__, among SLC STUDENT LOAN TRUST 20__-__, a Delaware statutory trust (the “Issuer”), CITIBANK, N.A., a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), ____________________, a ____________________, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”), and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as indenture administrator (in such capacity, the “Indenture Administrator”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s Student Loan Asset-Backed Notes (the “Notes”):

GRANTING CLAUSE

The Issuer and, with respect to the Trust Student Loans, the Eligible Lender Trustee hereby Grant to the Indenture Trustee, as trustee for the benefit of the Noteholders, effective as of the Closing Date, all of their right, title and interest in and to the following:

(a)

the Trust Student Loans, and all obligations of the Obligors thereunder including all moneys accrued and paid thereunder on or after the Cutoff Date and all guaranties and other rights relating to the Trust Student Loans;

(b)

the Servicing Agreement, including the right of the Issuer to cause the Servicer to purchase Trust Student Loans from the Issuer under circumstances described therein;

(c)

the Sale Agreement, including the right of the Issuer to cause the Depositor to repurchase Trust Student Loans from the Issuer under the circumstances described therein and including the rights of the Depositor under the Purchase Agreements;

(d)

the Purchase Agreement, to the extent that the rights of the Depositor thereunder have been assigned to the Issuer pursuant to the Sale Agreement, including the right of the Depositor to cause SLC to repurchase Trust Student Loans from the Depositor under the circumstances described in the Purchase Agreement;

(e)

the Administration Agreement;

(f)

each Guarantee Agreement, including the right of the Issuer to cause the related Guarantor to make Guarantee Payments in respect of the Trust Student Loans;

(g)

the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit and the Collection Account Initial Deposit, if any, and all investments and proceeds thereof (including all income thereon);

(h)

[any interest rate derivative agreement entered into with one or more interest rate derivative counterparties pursuant to Section 2.1(u) of the Administration Agreement and any related accounts opened pursuant to Section 2.1(v) of the Administration Agreement and as described in Section 8.2(c)]; and

(i)

all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, general intangibles, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as indenture trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

ARTICLE I

DEFINITIONS AND USAGE

Section 1.1

Definitions and Usage.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to this Indenture, which also contains rules as to usage that shall be applicable herein.  

Section 1.2

Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the United States Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

ARTICLE II

THE NOTES

Section 2.1

Form.  The Notes, together with the Indenture Administrator’s certificate of authentication, shall be in substantially the forms set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Issuer, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

The Notes will be represented by interests in a book-entry note certificate deposited on the Closing Date with the Indenture Administrator, as custodian for DTC (the “DTC Custodian”), and registered in the name of Cede & Co. as initial nominee for DTC.

Section 2.2

Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by the Owner Trustee.  The signature of any authorized officer of the Owner Trustee on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Administrator shall upon receipt of an Issuer Order authenticate and deliver Notes for original issue in an aggregate principal amount of $__________.  The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5.

Each Note shall be dated the date of its authentication.  The Notes shall be issuable as registered notes in minimum denominations of $100,000 and additional increments of $1,000.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Administrator by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.3

Temporary Notes.  Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Administrator shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture determined to be appropriate by the Authorized Officer of the Issuer executing the temporary Notes, as evidenced by his or her execution of such temporary Notes.

If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Administrator shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.4

Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes.  The Indenture Administrator shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.  If a Person other than the Indenture Administrator is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee and the Indenture Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Indenture Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Administrator shall authenticate and the Noteholder shall obtain from the Indenture Administrator, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations and a like aggregate principal amount.

At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Administrator shall authenticate and the Noteholder shall obtain from the Indenture Administrator, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Administrator and the Note Registrar duly executed by the Noteholder thereof or such Noteholder’s attorney (such attorney to be duly authorized in writing) with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Administrator and the Note Registrar, which requirements include membership or participation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar or the Indenture Administrator in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Indenture Administrator or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Section 2.5

Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Administrator or the Note Registrar, or the Indenture Administrator or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Indenture Administrator and the Note Registrar such security or indemnity as may be required by each of them to hold the Issuer, the Indenture Administrator and the Note Registrar harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Administrator that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Indenture Administrator shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.  If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Indenture Trustee and the Indenture Administrator shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement No te was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Note Registrar, the Indenture Administrator or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee, the Indenture Administrator and the Note Registrar) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.6

Persons Deemed Owner.  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee, the Indenture Administrator, the Paying Agent and any agent of the Issuer, the Indenture Trustee, the Indenture Administrator or the Paying Agent may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of, and interest, if any, on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee, the Indenture Administrator, the Paying Agent nor any agent of the Issuer, the Indenture Trustee, the Indenture Administrator or the Paying Agent shall be affected by notice to the contrary.  

Section 2.7

Payment of Principal and Interest; Note Interest Shortfall.  (a)  The Notes shall accrue interest as provided in the form of Notes set forth in Exhibit A and such interest shall be payable on each Distribution Date as specified therein, subject to Section 3.1.  Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date (or by wire transfer in immediately available funds to the account provided by such Person), except that, unless Definitive Notes have been issued pursuant to Section  ;2.12, with respect to Notes registered on the Record Date in the name of the nominee of the applicable Clearing Agency for the Notes (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the Note Final Maturity Date which shall be payable as provided below.  The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b)

The principal amount of the Notes shall be payable in installments on each Distribution Date as provided in the form of Notes set forth in Exhibit A.  Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the Note Final Maturity Date and on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Noteholders of the Notes representing at least a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2.  All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.  The Indenture Administrator shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted by facsimile prior to such final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.  Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

(c)

If the Issuer defaults in a payment of interest at the applicable Note Rate on the Notes, the Issuer shall pay the resulting Note Interest Shortfall on the following Distribution Date as provided in the Administration Agreement.

Section 2.8

Cancellation.  All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Administrator, be delivered to the Indenture Administrator and shall be promptly cancelled by the Indenture Administrator.  The Issuer may at any time deliver to the Indenture Administrator for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever and all Notes so delivered shall be promptly cancelled by the Indenture Administrator.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed of by the Indenture Administrator in accordance with its standard retention or dis posal policy as in effect at the time, unless the Issuer shall direct by an Issuer Order that they be returned to it and so long as such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Administrator.  

Section 2.9

Release of Collateral.  Subject to Section 11.1 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon (i) delivery to each Rating Agency by the Issuer of a written notice stating the reason for such release and (ii) receipt of an Issuer Request accompanied by an Officers’ Certificate of the Issuer, an Opinion of Counsel of the Issuer and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.  

Section 2.10

Book-Entry Notes.  The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the initial Clearing Agency, by the Issuer, or on behalf of the Issuer.  Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a “Definitive Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12.  Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(i)

the provisions of this Section shall be in full force and effect;

(ii)

the Note Registrar, the Indenture Administrator, the Indenture Trustee, the Paying Agent and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;

(iii)

to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv)

the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants;

(v)

whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Administrator and the Indenture Trustee; and

(vi)

upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or holding will not constitute or otherwise result in:  (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by an applicable statutory or administrative exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law.  Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Section 2.11

Notices to Clearing Agency.  Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Administrator, the Note Registrar, the Paying Agent or the Indenture Trustee, as the case may be, shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency.

Section 2.12

Definitive Notes.  If (i) the Administrator advises the Indenture Administrator and the Indenture Trustee in writing that a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no alternative clearing system acceptable to the Indenture Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator within 90 days of such event, (ii) the Administrator at its option advises the Indenture Administrator and the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or an Administrator Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the applicable Clearing Agency (which shall then notify the Indenture Trustee and the Indenture Administrator) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Indenture Administrator shall cause such Clearing Agency to notify all Note Owners cleared, through such Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same.

Upon surrender to the Indenture Administrator of the typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Administrator shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes.  None of the Issuer, the Note Registrar, the Paying Agent, the Indenture Trustee or the Indenture Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the Indenture Trustee, the Indenture Administrator and the Note Registrar shall recognize the holders of the Definitive Notes as Noteholders.

Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be required to represent that such acquisition or holding will not constitute or otherwise result in:  (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by an applicable statutory or administrative exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law.  Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Section 2.13

Certain Tax Forms and Treatment.  (a)   Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequen t amendments.  The Noteholder understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets.  The Noteholder agrees to provide any such certification that is requested by the Issuer.  If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Administrator, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Administrator.  The Issuer, the Note Registrar and the Indenture Administra tor shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder.

(b)

The Issuer, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law.

(c)

It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation.  None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes.  No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders.

(d)

The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

Section 2.14

CUSIP Numbers.  The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Administrator and the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Indenture Administrator and the Indenture Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE III

COVENANTS; REPRESENTATIONS

Section 3.1

Payments to Noteholders.  The Issuer shall duly and punctually pay the principal and interest, if any, with respect to the Notes in accordance with the terms of the Notes and this Indenture.  Without limiting the foregoing, the Issuer shall cause to be distributed to Noteholders, in accordance with the Administration Agreement, from amounts on deposit in the Trust Accounts on the dates such payments are due, the amounts that the Noteholders are entitled to receive pursuant to Sections 2.7 and 2.8 of the Administration Agreement.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

Section 3.2

Maintenance of Office or Agency.  The Issuer shall maintain in the Borough of Manhattan, [The City of New York and in Ireland, so long as any of the Notes are listed on the Irish Stock Exchange and the rules of such exchange so require], or in such other jurisdiction if any of the Notes are listed on another stock exchange of international standing and the rules of such other exchange so require, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  [The Issuer hereby initially appoints the Indenture Administrator and McCann FitzGerald Listing Services Limited, Dublin, Ireland, respectively, to serve as its agents for the foregoing purposes.]  The Issuer shall give prompt written notice to the Indenture Tr ustee of the locations, and of any change in the locations, of any such offices or agencies.  If at any time the Issuer shall fail to maintain any such offices or agencies or shall fail to furnish the Indenture Trustee with the addresses thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Administrator as its agent to receive all such surrenders, notices and demands.

Section 3.3

Money for Payments to Be Held in Trust.  As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts distributed from the Collection Account or any other Trust Account pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Administrator or by another Paying Agent, and no amounts so distributed from the Collection Account or any other Trust Account for payments to Noteholders shall be paid over to the Issuer except as provided in this Section.

On or before the Business Day next preceding each Distribution Date and Redemption Date, the Issuer shall distribute or cause to be distributed to the Indenture Administrator (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and shall promptly notify the Indenture Trustee and (unless the Paying Agent is the Indenture Trustee), the Indenture Administrator, of its action or failure so to act.

The Issuer shall cause each Paying Agent other than the Indenture Administrator and the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

(i)

hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)

give the Indenture Trustee notice of any default by the Issuer of which a Responsible Officer of the Paying Agent has actual knowledge (or any other obligor upon the Notes) in the making of any payment required to be made with respect to the Notes;

(iii)

at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv)

immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payments due under the Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(v)

comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Indenture Administrator, as the initial Paying Agent, hereby agrees to the provisions of clauses (i) through (v) above.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Administrator all sums held in trust by such Paying Agent, such sums to be held by the Indenture Administrator upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Administrator, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Administrator or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request or if the Issuer has been terminated to the Depositor upon its written request; and the Noteholder thereof shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee, the Indenture Administrator or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Administrator or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, or in such other jurisdiction if any of the Notes are listed on another stock exchange of international standing and the rules of such other exchange so require, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.  The Indenture Administrator shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Inde nture Trustee, the Indenture Administrator or any Paying Agent, at the last address of record for each such Noteholder).

Section 3.4

Existence.  The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate.  

Section 3.5

Protection of Indenture Trust Estate.  The Issuer will from time to time execute and deliver all such supplements and amendments hereto, all such financing statements and continuation statements and will take such other action necessary or advisable to:

(i)

maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(ii)

perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;

(iii)

enforce any of the Collateral; or

(iv)

preserve and defend title to the Indenture Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Indenture Trust Estate against the claims of all persons and parties.

The Issuer hereby designates the Indenture Administrator its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section.

Section 3.6

Opinions as to Indenture Trust Estate.  (a)   On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Indenture Administrator an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture as is necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)

On or before December 31 in each calendar year, beginning in 20__, the Issuer shall furnish to the Indenture Trustee and the Indenture Administrator an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture and any indentures supplemental hereto as is necessary to maintain the lien and security interest created by this Indenture and relating the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe the recording, filing and refiling of this Indenture and any indentures supplemental hereto that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until December 31 in the foll owing calendar year.

Section 3.7

Performance of Obligations; Servicing of Trust Student Loans.   (a)   The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Indenture Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, any other Basic Document or such other instrument or agreement.

(b)

The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Administrator and the Indenture Trustee in an Officers’ Certificate of the Issuer shall be deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care; and provided further, that any such Person with whom the Issuer has contracted shall have agreed to indemnify the Issuer against any loss, liability or expense incurred by the Issuer through such Person’s own willful misconduct, negligence or bad faith.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.  The Issuer shall give written not ice to the Indenture Administrator, the Indenture Trustee and each Rating Agency of any such contract with any other Person.

(c)

The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements prepared by the Issuer and required to be filed by the terms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein.  Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Amount of the Notes.  The Issuer shall give written notice to each Rating Agency of any waiver, amendment, modification, suppleme nt or termination that requires the consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Amount of the Notes.

(d)

If an Authorized Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee, the Indenture Administrator and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default.  If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure.

(e)

As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator’s rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”) or a successor administrator (the “Successor Administrator”), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Administrator.  In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administra tor, respectively, the Indenture Administrator without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be.  The Indenture Administrator may resign as the Successor Servicer or the Successor Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall require or permit the Indenture Administrator to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act.  Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be.   Any Successor Servicer or Successor Administrator, other than the Indenture Administrator, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable.  If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, or if the Indenture Administrator shall be unwilling or legally unable to act as Successor Servicer or Successor Administrator, the Indenture Administrator may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the Indenture Administrator from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.  In connection with any such appointment, the Indenture Administrator may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee).  If the Indenture Administrator shall succeed as provided herein to the Servicer’s duties as Servicer with respect to the Trust Student Loans, or the Administrator’s duties as Administrator with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Administrator and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Administrator in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans.  In case the Indenture Administrator shall become successor to the Servicer or the Administrator, the Indenture Administrator shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Administrator as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof; provided, however, that the I ndenture Administrator shall not be liable for any acts of such Affiliates appointed with due care.

(f)

Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator’s rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Administrator, the Indenture Trustee and each Rating Agency.  As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Administrator, the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator.

(g)

Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not, without the prior written consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, except to the extent otherwise provided in the Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Depositor, SLC, the Issuer, the Owner Trustee, the Eligible Lender Trustee or the Indenture Administrator under the Basic Documents; provided, however, that no such amendment shall (i) increase or reduc e in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders, (ii) reduce the aforesaid percentage of the Notes which are required to consent to any such amendment, without the consent of the Noteholders of all the Outstanding Notes or (iii) result in or cause a significant change to the permissible activities of the Trust.  If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to prepare, execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.  The Issuer shall be entitled to receive and rely upon an opinion of its counsel that any such amendment or mo dification will not materially adversely affect the rights or security of the Noteholders.

Section 3.8

Negative Covenants.  So long as any Notes are Outstanding, the Issuer shall not:

(i)

except as expressly permitted by this Indenture or any other Basic Document, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Administrator;

(ii)

claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or

(iii)

(A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens and other liens that arise by operation of law, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax or other lien) security interest in the Indenture Trust Estate.

Section 3.9

Annual Statement as to Compliance.  The Issuer will deliver to the Indenture Trustee, the Indenture Administrator and each Rating Agency, within 90 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ending December 31, 20__), an Officers’ Certificate of the Administrator stating that:

(i)

a review of the activities of the Issuer during such year and of performance under this Indenture has been made under the supervision of an Authorized Officer of the Administrator; and

(ii)

to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.10

Merger, Consolidation and Transfer.  The Issuer shall not consolidate or merge with or into any other Person.  The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Indenture Trust Estate, to any Person, except and to the extent specifically provided in the Basic Documents.

Section 3.11

[Reserved].

Section 3.12

No Other Business.  The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Trust Student Loans and the other assets of the Issuer and related proceeds thereof in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto.

Section 3.13

No Borrowing.  The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes.

Section 3.14

Obligations of Servicer and Administrator.  The Issuer shall cause the Servicer to comply with Sections 3.1, 3.2 and 3.3 of the Administration Agreement and Section 3.7 of the Servicing Agreement and the Administrator to comply with Sections 2.13, 3.1, 3.2 and 3.3 of the Administration Agreement.

Section 3.15

Guarantees, Loans, Advances and Other Liabilities.  The Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.16

Capital Expenditures.  The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.17

Restricted Payments.  The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Eligible Lender Trustee, the Indenture Trustee, the Indenture Administrator, the Noteholders, the Administrator a nd the Depositor as contemplated by, and to the extent funds are available for such purpose under, this Indenture and the other Basic Documents.  The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Trust Account except in accordance with this Indenture and the other Basic Documents.

Section 3.18

Notice of Events of Default.  The Issuer shall give the Indenture Trustee, the Indenture Administrator and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of (i) the Depositor of its obligations under the Sale Agreement, (ii) SLC of its obligations under the Purchase Agreement, (iii) the Servicer of its obligations under the Servicing Agreement, or (iv) the Administrator of its obligations under the Administration Agreement.  In addition, the Issuer shall deliver to the Indenture Trustee, the Indenture Administrator and each Rating Agency, within five days after the occurrence thereof, written notice in the form of an Officers’ Certificate of the Issuer of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(ii i), its status and what action the Issuer is taking or proposes to take with respect thereto.

Section 3.19

Further Instruments and Acts.  Upon request of the Indenture Trustee and the Indenture Administrator, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 3.20

Taxes.  (a)   The Issuer shall file (or cause to be filed) all material federal, state, county, local and foreign income, franchise and other tax returns required to be filed by it, and shall pay all material taxes reflected as due thereon.  There is no pending dispute with any taxing authority that, if determined adversely to the Issuer, would result in the assertion by any taxing authority of any material tax deficiency, and the Issuer has no knowledge of a proposed liability for any tax year to be imposed upon such entity’s properties or assets for which there is not an adequate reserve reflected in such entity’s current financial statements.  Issuer is not aware of any judgment or tax lien filings against Issuer.

(b)

The Issuer intends to treat the transactions contemplated by the Sale Agreement as an absolute transfer, and not a pledge, of the Trust Student Loans from the Depositor for financial accounting purposes.  The Issuer and the Depositor intend to treat the assets of the Issuer as assets owned by the Depositor for U.S. federal income tax purposes.

(c)

Each grant of the Trust Student Loans (including all payments due or to become due thereunder) by the Issuer pursuant to this Indenture is not subject to and will not result in any tax, fee or governmental charge payable by the Issuer or the Depositor to any federal, state or local government.

Section 3.21

Representations of the Issuer Regarding the Indenture Trustee’s Security Interest.  The Issuer hereby represents and warrants for the benefit of the Indenture Trustee and the Noteholders as follows:

(a)

This Indenture creates a valid and continuing security interest (as defined in the applicable UCC in effect in the State of New York) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, charges, security interests, mortgages or other encumbrances, and is enforceable as such as against creditors of and purchasers from the Issuer.

(b)

The Trust Student Loans constitute either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act.

(c)

The Issuer owns and has good and marketable title to the Collateral free and clear of any lien, charge, security interest, mortgage or other encumbrance, claim or encumbrance of any Person.

(d)

The Issuer has caused or will have caused, within 10 days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder.

(e)

The Issuer has received a written acknowledgment from the Custodian that such Custodian is holding the promissory notes that constitute or evidence the Trust Student Loans solely on behalf of and for the benefit of the Indenture Trustee.

(f)

Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Collateral.  The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statements relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.  The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Section 3.22

Covenants of the Issuer Regarding the Indenture Trustee’s Security Interest.  The Issuer hereby covenants for the benefit of the Indenture Trustee and the Noteholders as follows:

(a)

The representations and warranties set forth in Section 3.21 shall survive the termination of this Indenture.

(b)

The Indenture Trustee shall not waive any of the representations and warranties set forth in Section 3.21 above.

The Issuer shall take all steps necessary, and shall cause the Servicer to take all commercially reasonable steps necessary and appropriate, to maintain the perfection and priority of the Indenture Trustee’s security interest in the Trust Student Loans.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1

Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee and the Indenture Administrator hereunder (including, without limitation, the rights of the Indenture Trustee and the Indenture Administrator under Section 6.7 and the obligations of the Indenture Administrator under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(a)

either:

(1)

all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Administrator for cancellation; or

(2)

all Notes not theretofore delivered to the Indenture Administrator for cancellation:

(i)

have become due and payable;

(ii)

will become due and payable at the Note Final Maturity Date, within one year; or

(iii)

are to be called for redemption within one year under arrangements satisfactory to the Indenture Administrator for the giving of notice of redemption by the Indenture Administrator in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i) or (ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Administrator on behalf of the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Administrator for cancellation when due to the Note Final Maturity Date;

(b)

the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(c)

the Issuer has delivered to the Indenture Trustee and the Indenture Administrator an Officers’ Certificate of the Issuer, an Opinion of Counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Section 4.2

Application of Trust Money.  All moneys deposited with the Indenture Administrator pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as set forth herein, to the Noteholders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Indenture Administrator, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Administration Agreement or required by law.

Section 4.3

Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Administrator under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Administrator to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

Section 4.4

Auction of Trust Student Loans.  If the Servicer has not exercised its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement on the first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the Indenture Administrator will engage a third-party financial advisor, which may be an Affiliate of the Servicer, the Underwriters of the Notes or the Administrator (the “Third-Party Financial Advisor”) to try to auction any Trust Student Loans remaining in the Trust on the date that is three Business Days prior to the next Distribution Date (the “Trust Auction Date”).  An auction will be consummated only if the Servicer has waived its option to purchase or arrange for the purchase of the Trust Estate.  The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator of its exercise thereof in writing prior to the Third-Party Financial Advisor accepting a bid to purchase such Trust Student Loans.  The Servicer and Affiliates of the Servicer may purchase the Trust Student Loans on the Trust Auction Date.  If in connection with any auction of the Trust Student Loans at least two bids are received, the Third-Party Financial Advisor, on behalf of the Indenture Administrator, shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The Third-Party Financial Advisor, on behalf of the Indenture Administrator, shall accept the highest of such remaining bids if it is equal to or in excess of the higher of (A) the Minimum Purchase Amount plus (i) any Carryover Servicing Fees and (ii) all of the fees, expenses and c osts incurred by the Indenture Administrator, the Third-Party Financial Advisor and their respective agents in connection with any such auction or (B) the Maximum Purchase Amount.  If at least two bids are not received, or the highest bid after the resolicitation process is completed is not equal to or in excess of such minimum amount, the Third-Party Financial Advisor shall not consummate such sale.  The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b) of this Indenture.  If the sale is not consummated in accordance with the foregoing, the Third-Party Financial Advisor, on behalf of the Indenture Administrator, shall continue to solicit and re-solicit bids for sale of the Trust Student Loans with respect to future Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accorda nce with Section 6.1(a) of the Administration Agreement with respect to each such future Distribution Date, until the Third-Party Financial Advisor has received at least one bid that is equal to or in excess of the minimum amount described above.  The Indenture Administrator and the Third-Party Financial Advisor shall be entitled to the reimbursement of all of their and their respective agents’ fees, expenses and costs whether or not such auction sale is consummated from amounts held on deposit in the Collection Account.

ARTICLE V

REMEDIES

Section 5.1

Events of Default.  “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i)

default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days; or

(ii)

default in the payment of the principal of any Note when the same becomes due and payable on the Note Final Maturity Date; or

(iii)

default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing having been incorrect in any material respect as of the time when made, such default or breach having a material adverse effect on the holders of the Notes, and such default or breach shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or the Indenture Administrator or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or

(iv)

the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Indenture Trust Estate in an involuntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v)

the commencement by the Issuer of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing.

Section 5.2

Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Noteholders representing at least a majority of the Outstanding Amount of the Notes may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to Section 5.4 of this Indenture.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a)

the Issuer has paid or deposited with the Indenture Trustee (or the Indenture Administrator on its behalf) a sum sufficient to pay:

(i)

all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii)

all sums paid or advanced by the Indenture Trustee or the Indenture Administrator hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Indenture Administrator and their agents and counsel; and

(b)

all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.3

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.  The Issuer covenants that if (i) Default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) Default is made in the payment of the principal of any Note when the same becomes due and payable at the Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee (or the Indenture Administrator on its behalf), pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such f urther amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Indenture Administrator and their agents and counsel.  

(a)

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(b)

If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(c)

In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of the Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of w hether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)

to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii)

unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)

to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and the Indenture Trustee on their behalf; and

(iv)

to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Noteholders or the Indenture Trustee allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee and the Indenture Administrator such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and the Indenture Administrator, each predecessor Indenture Trustee and Indenture Administrator and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator except as a result of negligence or bad faith.

(d)

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(e)

All rights of action for asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders.

(f)

In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.4

Remedies; Priorities.  If an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.5):

(a)

(i)

institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes moneys adjudged due;

(ii)

institute Proceedings from time to time for the complete or partial foreclosure of this Indenture, with respect to the Indenture Trust Estate;

(iii)

exercise any remedies of a secured party under the UCC with respect to the Trust Estate and take any other appropriate action to protect and enforce the rights and remedies of the Noteholders and the Indenture Trustee;

(iv)

sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and/or

(v)

elect to have the Eligible Lender Trustee maintain ownership of the Trust Student Loans and continue to apply collections with respect to the Trust Student Loans as if there had been no declaration of acceleration;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or 5.1(ii), unless (A) the Noteholders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines (based on information provided by the Administrator) that the Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as would have become due if the Notes had not been declared due and payable, and the Indenture Trustee (or the Indenture Administrator on its behalf) obtains the consent of No teholders of 66-2/3% of the Outstanding Amount of the Notes.  The Indenture Trustee or the Indenture Administrator, as applicable, shall be reimbursed from amounts held in the Collection Account for any amounts paid by the Indenture Trustee (or the Indenture Administrator on its behalf) to such Independent investment banking firm in respect of such Independent investment banking firm’s expenses.

(b)

Notwithstanding the provisions of Section 8.2, following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) which has resulted in an acceleration of the Notes, if the Indenture Trustee collects any money or property, it shall pay out the money or property (and other amounts including amounts, if any, held on deposit in each of the Trust Accounts) held as Collateral for the benefit of the Noteholders, net of liquidation costs associated with the sale of the assets of the Trust, in the following order:

first, in each case without respect to any cap on such amounts, to the Administrator for amounts due under the Administration Agreement, to the Indenture Trustee and the Indenture Administrator for amounts due under Section 6.7 herein, to the Paying Agent for all amounts owed to it under the Basic Documents, to the Owner Trustee for all amounts due to it under the Basic Documents and to the Eligible Lender Trustee for all amounts due to it under the Basic Documents (in each case, to the extent not paid by the Administrator or the Depositor);

second, to the Servicer for any due and unpaid Primary Servicing Fees;

third, to the Noteholders, the Interest Distribution Amount;

fourth, to the Noteholders, an amount sufficient to reduce the Outstanding Amount of the Notes to zero;

fifth, to the Servicer, for any unpaid Carryover Servicing Fee; and

[sixth, to pay any amounts owing to an interest rate derivative counterparty under an interest rate derivative agreement entered into pursuant to Section 2.1(u) of the Administration Agreement, and then to the holder of the Trust Certificate, any remaining funds].

The Indenture Trustee (or the Indenture Administrator on its behalf) may fix a record date and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date, the Indenture Trustee (or the Indenture Administrator on its behalf) shall mail to each Noteholder and the Issuer a notice that states the record date, the payment date and the amount to be paid.

Section 5.5

Optional Preservation of the Trust Student Loans.  If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Indenture Trust Estate.  It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Indenture Trust Estate.  In determining whether to maintain possession of the Indenture Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of natio nal reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate for such purpose.

Section 5.6

Limitation of Suits.  No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i)

such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(ii)

the Noteholders of at least 25% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii)

such Noteholder or Noteholders have offered to the Indenture Trustee indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request;

(iv)

the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; and

(v)

no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of at least a majority of the Outstanding Amount of the Notes;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Amount of the Notes, the Indenture Trustee shall act at the direction of the group representing a greater percentage of the Outstanding Amount of the Notes, or if both groups are equal, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Section 5.7

Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on its Note on or after the due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

Section 5.8

Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.9

Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10

Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or an acquiescence therein.  Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 5.11

Control by Noteholders.  The Noteholders of at least a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that:

(i)

such direction shall not be in conflict with any rule of law or with this Indenture;

(ii)

subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Noteholders of not less than 100% of the Outstanding Amount of the Notes;

(iii)

if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and

(iv)

the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12

Waiver of Past Defaults.  Prior to the time a judgment or decree for payment of money due has been obtained as described in Section 5.2, the Noteholders of at least a majority of the Outstanding Amount of the Notes may waive any past Default and its consequences except a Default (a) in payment when due of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder.  In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Section 5.13

Undertaking for Costs.  All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance of any Note shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14

Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15

Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Indenture Trust Estate or upon any of the assets of the Issuer.  Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b).

Section 5.16

Performance and Enforcement of Certain Obligations.  (a)   Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLC, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with a Basic Document, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with a Basic Document, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the pa rt of the Depositor, SLC, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLC, the Administrator or the Servicer of each of their obligations under the Basic Documents.

(b)

If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLC, the Administrator or the Servicer under or in connection with a Basic Document, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLC, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under a Basic Document, and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1

Duties of Indenture Trustee.  (a)   If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)

Except during the continuance of an Event of Default, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee.

(c)

The Indenture Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Administrator.

(d)

In the absence of bad faith on its part, the Indenture Trustee and the Indenture Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to them and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee and the Indenture Administrator, as the case may be, shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(e)

Neither the Indenture Trustee nor the Indenture Administrator may be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)

this paragraph (e) does not limit the effect of paragraph (b) or (d) of this Section;

(ii)

neither the Indenture Trustee nor the Indenture Administrator shall be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee or the Indenture Administrator, as the case may be, was negligent in ascertaining the pertinent facts; and

(iii)

neither the Indenture Trustee nor the Indenture Administrator shall be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with a direction of the Noteholders received by it pursuant to this Indenture.

(f)

Neither the Indenture Trustee nor the Indenture Administrator shall be liable for interest on any money received by it except as the Indenture Trustee or the Indenture Administrator, as the case may be, may agree in writing with the Issuer.

(g)

Money held in trust by the Indenture Trustee or the Indenture Administrator need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the other Basic Documents.

(h)

No provision of this Indenture shall require the Indenture Trustee or the Indenture Administrator to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity reasonably satisfactory to it against any loss, liability or expense is not reasonably assured to it.

(i)

Except as expressly provided in the Basic Documents, neither the Indenture Trustee nor the Indenture Administrator shall have any obligation to administer, service or collect the Trust Student Loans or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Trust Student Loans.

(j)

The rights and protections afforded to the Indenture Trustee and the Indenture Administrator pursuant to this Indenture shall also be afforded to any entity serving as Paying Agent or Note Registrar.

(k)

Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

(l)

For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Issuer, on or before March 1 of each calendar year, commencing in 20­­__, the Indenture Administrator shall deliver to the Issuer and the Administrator a report (in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer) regarding the Indenture Administrator’s assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be signed by an authorized officer of the Indenture Administrator and shall address the Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit C attached hereto, incorporating any such changes as may be agreed to by the Indenture Administrator and the Depositor.

Section 6.2

Rights of Indenture Trustee and Indenture Administrator.  (a)   The Indenture Trustee and the Indenture Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee or the Indenture Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform to the requirements of this Indenture; provided, however, that neither the Indenture Trustee nor the Indenture Administrator, as applicable, shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by any other party hereunder.  If any such instrument is found not to conform in any material respect to the requirements of this Indenture, the Indenture Trustee or the Indenture Administrator, as applicable, shall notify the Administrator of such instrument in the event that the Indenture Trustee or the Indenture Administrator, as applicable, after so requesting, does not receive a satisfactorily corrected instrument.

(b)

Before the Indenture Trustee or the Indenture Administrator acts or refrains from acting, it may require and shall be entitled to receive an Officers’ Certificate of the Issuer and/or an Opinion of Counsel.  Neither the Indenture Trustee nor the Indenture Administrator shall be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c)

The Indenture Trustee and the Indenture Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee; provided, that the Indenture Trustee and the Indenture Administrator shall remain obligated and be liable to the Issuer and the Noteholders for the execution of their respective trusts and powers and performance of their respective duties hereunder without diminution of such obligations and liability by virtue of the appointment of any such agent, attorney, custodian or nominee, and to the same extent and under the same terms and conditions as if the Indenture Trustee or the Indenture Administrator alone, as the case may be, were individually executing or performing such obligations; provided, however, that the Indenture Trustee and the Indenture Administrator shall not be liable for t he execution or performance of any such obligations of the Indenture Trustee and the Indenture Administrator by any of the original parties (including any successors or assigns) to the Basic Documents.

(d)

Neither the Indenture Trustee nor the Indenture Administrator shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s or the Indenture Administrator’s, as the case may be, conduct does not constitute willful misconduct, negligence or bad faith.

(e)

The Indenture Trustee and the Indenture Administrator may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)

Neither the Indenture Trustee nor the Indenture Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, in any case at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered security or indemnity reasonably satisfactory to the Indenture Trustee or the Indenture Administrator, as applicable, against the costs, expenses and liabilities which may be incurred therein or thereby.

(g)

Subject to Section 6.2(a) above, neither the Indenture Trustee nor the Indenture Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee or the Indenture Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee or the Indenture Administrator, as applicable, not assured to it by the security afforded to it by the terms of this Indenture, the Indenture Trustee or the Indenture Administrator, as applicable, may require indemnity satisfactory to the I ndenture Trustee or the Indenture Administrator, as applicable, against such cost, expense or liability as a condition to taking any such action.

(h)

The right of the Indenture Trustee or the Indenture Administrator to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and neither Indenture Trustee nor the Indenture Administrator shall be answerable for other than its negligence or willful misconduct in the performance of such act.

(i)

Neither the Indenture Trustee nor the Indenture Administrator shall be required to give any bond or surety in respect of the execution of the Trust Accounts created hereby or in the Administration Agreement or the powers granted hereunder or thereunder.

(j)

Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Indenture Administrator that the Indenture Administrator in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted.  The recipient of the email communication will be required to complete a one-time registration process.  Information and assistance on registering and using the email encryption technology can be found at the Indenture Administrator’s secure website www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

Section 6.3

Individual Rights of Indenture Trustee and Indenture Administrator.  The Indenture Trustee and the Indenture Administrator in their respective individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee or Indenture Administrator.  Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee must comply with Sections 6.12 and 6.13.

Section 6.4

Disclaimer.  Neither the Indenture Trustee nor the Indenture Administrator shall be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Administrator’s certificate of authentication.

Section 6.5

Notice of Defaults.  If a Default occurs and is continuing and if it is either actually known or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee and the Indenture Administrator, the Indenture Trustee shall mail notice of the Default to each Noteholder within 90 days and to each Rating Agency as soon as practicable within 30 days after it occurs.  Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Noteholders.  Except as provided in the first sentence of this Section 6.5, in no event shall the In denture Trustee or the Indenture Administrator be deemed to have knowledge of a Default or an Event of Default.

Section 6.6

Reports by Indenture Administrator to Noteholders.  The Indenture Administrator shall deliver to each Noteholder (and to each Person who was a Noteholder at any time during the applicable calendar year) upon written request such information as may be required to enable such holder to prepare its Federal and state income tax returns.  Within 60 days after each December 31 beginning with the December 31 following the date of this Indenture, the Indenture Trustee shall mail to each Noteholder a brief report, prepared by the Indenture Administrator, as of such December 31 that complies with TIA § 313(a) if required by said section.  The Indenture Trustee shall also comply with TIA § 313(b).  A copy of each such report required pursuant to TIA § 313(a) or (b) shall, at the time of such transaction to Noteholders, be filed b y the Indenture Administrator on behalf of the Indenture Trustee with the Commission and with each securities exchange, if any, upon which the Notes are listed, provided that the Issuer has previously notified the Indenture Trustee of such listing.

Section 6.7

Compensation and Indemnity.  The Issuer shall cause the Depositor to pay to the Indenture Trustee and the Indenture Administrator reasonable compensation for their respective services in accordance with separate agreements between the Depositor and each of the Indenture Trustee and the Indenture Administrator, and shall cause the Depositor to reimburse the Indenture Trustee and the Indenture Administrator for all reasonable out-of-pocket expenses incurred or made by it as and if provided in such separate agreement.  The Indenture Trustee’s and the Indenture Administrator’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer (individually or in such capacities) shall cause the Administrator to indemnify the Indenture Trustee, the Indenture Administrator and their respective directors, offic ers, employees and agents against any and all loss, liability, claim or expense (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) incurred by it (individually or in such capacities) in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents.  The Indenture Trustee and the Indenture Administrator (individually or in such capacities) shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee or the Indenture Administrator, as the case may be, to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents.  The Indenture Trustee and the Indenture Administrator shall be entitled to separate counsel acceptable to them in their sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee and the Indenture Administrator through the Indenture Trustee’s or the Indenture Administrator’s, as the case may be, own willful misconduct, negligence or bad faith.

The Issuer’s payment obligations to the Indenture Trustee and the Indenture Administrator (individually or in such capacities) pursuant to this Section shall survive the discharge of this Indenture.  When the Indenture Trustee and the Indenture Administrator incur expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Section 6.8

Replacement of Indenture Trustee.  No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8.  The Indenture Trustee may resign at any time by so notifying the Issuer, the Indenture Administrator and each Rating Agency.  The Noteholders of at least a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee, the Indenture Administrator and each Rating Agency and may appoint a successor Indenture Trustee.  The Issuer shall remove the Indenture Trustee (and provide notice to each Rating Agency) if:

(i)

the Indenture Trustee fails to comply with Section 6.12;

(ii)

an Insolvency Event occurs with respect to the Indenture Trustee;

(iii)

a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv)

the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer, the Indenture Administrator and each Rating Agency.  Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the Indenture Administrator.  The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of at least a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.  The successor Indenture Trustee shall give notice of its appointment as successor Indenture Trustee to each Rating Agency and the Indenture Administrator.

If the Indenture Trustee fails to comply with Section 6.12, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.9

Replacement of Indenture Administrator.  No resignation or removal of the Indenture Administrator and no appointment of a successor Indenture Administrator shall become effective until the acceptance of appointment by the successor Indenture Administrator pursuant to this Section 6.9.  The Indenture Administrator may resign at any time by so notifying the Issuer, the Indenture Trustee and each Rating Agency.  The Noteholders of at least a majority of the Outstanding Amount of the Notes may remove the Indenture Administrator by so notifying the Indenture Administrator, the Indenture Trustee and each Rating Agency and may appoint a successor Indenture Administrator.  The Issuer shall remove the Indenture Administrator if:

(i)

an Insolvency Event occurs with respect to the Indenture Administrator;

(ii)

a receiver or other public officer takes charge of the Indenture Administrator or its property; or

(iii)

the Indenture Administrator otherwise becomes incapable of acting.

If the Indenture Administrator resigns or is removed or if a vacancy exists in the office of Indenture Administrator for any reason (the Indenture Administrator in such event being referred to herein as the retiring Indenture Administrator), the Issuer shall promptly appoint a successor Indenture Administrator.

A successor Indenture Administrator shall deliver a written acceptance of its appointment to the retiring Indenture Administrator and to the Issuer, the Indenture Trustee and each Rating Agency.  Thereupon the resignation or removal of the retiring Indenture Administrator shall become effective, and the successor Indenture Administrator shall have all the rights, powers and duties of the Indenture Administrator under this Indenture.  The successor Indenture Administrator shall mail a notice of its succession to Noteholders and the Indenture Trustee.  The retiring Indenture Administrator shall promptly transfer all property held by it as Indenture Administrator to the successor Indenture Administrator.

If a successor Indenture Administrator does not take office within 60 days after the retiring Indenture Administrator resigns or is removed, the retiring Indenture Administrator, the Issuer or the Noteholders of at least a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Administrator.  The successor Indenture Administrator shall give notice of its appointment as successor Indenture Administrator to each Rating Agency and the Indenture Trustee.

Notwithstanding the replacement of the Indenture Administrator pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Administrator.

Section 6.10

Successor Indenture Trustee or Indenture Administrator by Merger.  (a)   If the Indenture Trustee consolidates with, merges or converts into, or transfers or sells all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee, provided that such corporation or banking association shall be otherwise qualified and eligible under Section 6.12.  The Indenture Trustee shall provide written notice of any such transaction to the Rating Agencies and the Indenture Administrator.

(b)

If the Indenture Administrator consolidates with, merges or converts into, or transfers or sells all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Administrator, provided that such corporation or banking association shall be otherwise qualified and eligible under Section 6.12.  The Indenture Administrator shall provide written notice of any such transaction to the Rating Agencies and the Indenture Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Administrator shall succeed to such position, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Administrator may adopt the certificate of authentication of any predecessor, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Administrator may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Administrator; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Administrator shall have.

Section 6.11

Appointment of Co-Trustee or Separate Trustee.  
(a)   Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Indenture Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.  No such appointment shall relieve the Indenture Trustee of its obligations hereunder.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

(b)

Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)

all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)

no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)

the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)

Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.

(d)

Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.12

Eligibility; Disqualification.  The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a).  The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a long-term senior unsecured debt rating of not less than investment grade by each of the Rating Agencies.  The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 6.13

Preferential Collection of Claims Against the Issuer.  The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.1

Issuer to Furnish Indenture Administrator and Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be furnished to the Indenture Administrator and the Indenture Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Indenture Trustee and the Indenture Administrator may reasonably require, of the names and addresses of the Noteholders as of such Record Date, and (b) at such other times as the Indenture Trustee or the Indenture Administrator may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that no such list shall be required to be furnished if the Indenture Trustee or the Indenture Administrator is the Note Registrar.

Section 7.2

Preservation of Information; Communications to Noteholders.  The Indenture Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Administrator as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Administrator in its capacity as Note Registrar.  The Indenture Administrator may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(a)

Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.  Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing at least 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto.

(b)

The Issuer, the Indenture Trustee, the Indenture Administrator and the Note Registrar shall have the protection of TIA § 312(c).

(c)

On each Distribution Date the Indenture Administrator shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Administrator on the related Determination Date pursuant to Section 2.13 of the Administration Agreement (the “Noteholder Report”).  The Indenture Administrator will make such information available via its internet website.  The Indenture Administrator’s internet website initially shall be located at “www.sf.citidirect.com”. Assistance in using the website can be obtained by calling the Indenture Administrator’s customer service desk at (800) 422-2066. Parties that are unable to use the above distribution option may have a paper copy mailed to them via first class mail by calling the customer service desk and making a request therefor.  The Indenture Administrat or may change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Administrator shall provide timely and adequate notification to all above parties regarding any such changes.  The Indenture Administrator will not be liable for the dissemination of information in accordance with this Indenture.  The Indenture Administrator shall be entitled to rely on, but shall not be responsible for, the content or accuracy of the Noteholder Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

(d)

The Indenture Administrator shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents.  The Indenture Administrator shall furnish to the Noteholders promptly upon receipt thereof from the Owner Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Section 7.3

Reports by Issuer.  (a)   The Issuer shall:

(i)

file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)

file with the Indenture Trustee and file with the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)

supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b)

Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1

Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee and the Indenture Administrator may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee and the Indenture Administrator shall apply all such money received by it on behalf of Noteholders or the Trust pursuant to the Administration Agreement as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Indenture Trust Estate, the Indenture Trustee and the Indenture Administrator may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to claim a Default under this Indenture and any right to proceed thereafter as provided in Article V.

Section 8.2

Trust Accounts.  (a)   On or prior to the Closing Date, the Issuer shall cause the Administrator to establish and maintain at the Indenture Administrator, in the name of the Indenture Trustee, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, the Trust Accounts as provided in Section 2.3 of the Administration Agreement.

(b)

All Available Funds and amounts set forth in paragraph (a)(2) of the definition of Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 2.4 of the Administration Agreement.  On or before each Distribution Date and Monthly Servicing Payment Date that is not a Distribution Date, the Indenture Administrator (or any other Paying Agent) shall make the required deposits and distributions as provided in Sections 2.7, 2.8, 2.9 and 2.10 of the Administration Agreement.

(c)

[From time to time, the Issuer shall direct the Indenture Administrator to open any accounts the Administrator deems necessary to administer any interest rate derivative agreements described in Section 2.1(u) and (v) of the Administration Agreement].

Section 8.3

General Provisions Regarding Accounts.  (a)   So long as no Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Administrator pursuant to written instructions by the Administrator in accordance with and subject to the provisions of Section 2.3(b) of the Administration Agreement.  All income or other gain from investments of moneys deposited in the Trust Accounts shall be deposited by the Indenture Administrator, pursuant to written instructions from the Administrator, into the Collection Account, and any loss resulting from such investments shall be charged to such Trust Account.  The Issuer shall not and the Administrator will not direct the Indenture Administrator to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Administrator to make any such investment or sale, if requested by the Indenture Administrator, the Issuer shall deliver to the Indenture Trustee and the Indenture Administrator an Opinion of Counsel of the Issuer, acceptable to the Indenture Administrator, to such effect.

(b)

Subject to Section 6.1(e), the Indenture Trustee and the Indenture Administrator shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s or the Indenture Administrator’s failure to make payments on such Eligible Investments issued by the Indenture Trustee or the Indenture Administrator, as the case may be, in its commercial capacity as principal obligor and not as trustee or indenture administrator, in accordance with their terms.

(c)

If (i) the Administrator shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee or the Indenture Administrator, as applicable, by 10:00 a.m.  Eastern Time (or such other time as may be agreed by the Issuer and the Indenture Trustee) on any Business Day; or (ii) a Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default, and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the Indenture Trustee or the Indenture Administrator, as applicable, shall invest and reinvest funds in the Trust Accounts in the Eligible Inve stments described in clause (d) of the definition thereof.

Section 8.4

Release of Indenture Trust Estate.  (a)   Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)

The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee and the Indenture Administrator pursuant to Section 6.7 have been paid, release any remaining portion of the Indenture Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request accompanied by an Officers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

(c)

Each Noteholder, by the acceptance of a Note, acknowledges that from time to time the Indenture Trustee shall release the lien of this Indenture on any Trust Student Loan to be sold (i) to the Depositor in accordance with Section 6 of the Sale Agreement, (ii) to the Servicer in accordance with Section 3.5 of the Servicing Agreement, (iii) to SLC in accordance with Section 3.11F of the Servicing Agreement, (iv) to another eligible lender holding one or more Serial Loans with respect to such Trust Student Loan or (v) to SLC in accordance with Section 6 of the Purchase Agreement, and each Noteholder, by the acceptance of a Note, consents to any such release.

Section 8.5

Opinion of Counsel.  The Indenture Trustee and the Indenture Administrator shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(c), as a condition to such action, an Opinion of Counsel of the Issuer stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall n ot be required to express an opinion as to the fair value of the Indenture Trust Estate.  Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1

Supplemental Indentures without Consent of Noteholders.  (a)   Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer, the Indenture Trustee and the Indenture Administrator, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee and the Indenture Administrator, for any of the following purposes:

(i)

to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii)

to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii)

to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;

(iv)

to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

(v)

to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially adversely affect the interests of the Noteholders;

(vi)

to evidence and provide for the acceptance of the appointment hereunder of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii)

to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;

provided, that such supplemental indenture shall not result in or cause a significant change to the permissible activities of the Trust.

Each of the Indenture Trustee and the Indenture Administrator is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)

The Issuer, the Indenture Trustee and the Indenture Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; and provided, further, that such indenture or supplemental indenture shall not result in or cause a significant change to the permissible activities of the Trust.

Section 9.2

Supplemental Indentures with Consent of Noteholders.  The Issuer, the Indenture Trustee and the Indenture Administrator, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Noteholders of at least a majority of the Outstanding Amount of the Notes, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby:

(i)

change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii)

reduce the percentage of the Outstanding Amount of the Notes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii)

modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv)

reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.4;

(v)

modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;

(vi)

modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(vii)

permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of any Note of the security provided by the lien of this Indenture.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer, the Indenture Trustee and the Indenture Administrator of any supplemental indenture pursuant to this Section, the Indenture Administrator shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture.  Any failure of the Indenture Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.3

Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee and the Indenture Administrator shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee and the Indenture Administrator may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s or the Indenture Administrator’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.4

Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.5

Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

Section 9.6

Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Administrator or the Indenture Trustee shall, bear a notation in form approved by the Indenture Administrator as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Administrator shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Administrator and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Administrator in exchange for Outstanding Notes.

ARTICLE X

REDEMPTION OF NOTES

Section 10.1

Redemption.  The Indenture Administrator shall, upon receipt of written notice from the Servicer pursuant to Section 6.1(b) of the Administration Agreement, give prompt written notice to the Noteholders of the occurrence of such event.  In the event that the assets of the Trust are sold pursuant to Section 6.1(a) of the Administration Agreement, that portion of the amounts on deposit in the Trust Accounts to be distributed to the Noteholders shall be paid to the Noteholders as provided in Sections 2.7 and 2.8 of the Administration Agreement.  If amounts are to be paid to Noteholders pursuant to this Section 10.1, the notice of such event from the Indenture Administrator to the Noteholders shall include notice of the redemption of Notes by application of such amounts on the next Distribution Date which is not sooner than 15 days after the date of such notice (the “Redemption Date”), whereupon all such amounts shall be payable on the Redemption Date.

Section 10.2

Form of Redemption Notice.  Notice of redemption under Section 10.1 shall be given by the Indenture Administrator by first-class mail, postage prepaid, or by facsimile, mailed or transmitted on or prior to the applicable Redemption Date to each Noteholder, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Noteholder’s address or facsimile number appearing in the Note Register.

All notices of redemption shall state:

(i)

the Redemption Date;

(ii)

the Redemption Price; and

(iii)

the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2).

Notice of redemption of the Notes shall be given by the Indenture Administrator in the name and at the expense of the Issuer.  Failure to give notice of redemption, or any defect therein, to any Noteholder of any Note shall not impair or affect the validity of the redemption of any other Note.

Section 10.3

Notes Payable on Redemption Date.  The Notes or portions thereof to be redeemed shall on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

MISCELLANEOUS

Section 11.1

Compliance Certificates and Opinions, etc.  (a)   Upon any application or request by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee, the Indenture Administrator and the Rating Agencies (x) an Officers’ Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (y) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (z) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in t he case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this indenture shall include:

(i)

a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)

a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)

a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)

(i)

Prior to the deposit of any Collateral or other property or securities with the Indenture Administrator that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee, the Indenture Administrator and the Rating Agencies an Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii)

Whenever the Issuer is required to furnish to the Indenture Trustee, the Indenture Administrator and the Rating Agencies an Officers’ Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee and the Indenture Administrator an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii)

Other than any property released as contemplated by clause (v) below, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Indenture Administrator an Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)

Whenever the Issuer is required to furnish to the Indenture Trustee or the Indenture Administrator an Officers’ Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee and the Indenture Administrator an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by clause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securitie s if the fair value thereof as set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes.

(v)

Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Trust Student Loans as and to the extent permitted or required by the Basic Documents, (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents and (C) convey to the Depositor, the Servicer or another eligible lender those specified Trust Student Loans as and to the extent permitted or required by and in accordance with Section 8.4(c) hereof and Section 6 of the Sale Agreement, Section 3.5 of the Servicing Agreement, Section 3.12E of the Servicing Agreement or Section 3.12F of the Servicing Agreement, respectively.

Section 11.2

Form of Documents Delivered to Indenture Trustee or Indenture Administrator.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters, and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Depositor, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, t hat the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee or the Indenture Administrator, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s or the Indenture Administrator’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Section 11.3

Acts of Noteholders.  (a)   Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrum ent or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)

The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)

The ownership of Notes shall be proved by the Note Register.

(d)

Any request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder of every Note issued upon registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.4

Notices, etc., to Indenture Trustee, Indenture Administrator, Issuer and Rating Agencies.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:

(a)

the Indenture Trustee by any Noteholder, the Servicer, the Administrator or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office.

(b)

the Indenture Administrator by any Noteholder, the Servicer, the Administrator, the Indenture Trustee or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Administrator at its applicable Corporate Trust Office.  Except as otherwise expressly provided herein, any request, demand, authorization, direction, notice, consent, waiver or act of Noteholders or other documents provided or permitted by this Indenture shall be sufficient for every purpose hereunder if sent by electronic mail (to be followed by an original).

(c)

the Issuer by the Indenture Trustee, the Indenture Administrator or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed to:  SLC Student Loan Trust 20__-__, in care of ____________________, ____________________, Attention:  ____________________; and the Administrator, The Student Loan Corporation, 750 Washington Boulevard, 9^th Floor, Stamford, Connecticut 06901, Attention:  General Counsel, or any other address previously furnished in writing to the Indenture Trustee and the Indenture Administrator by the Issuer or the Administrator.  The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Administrator.

Notices required to be given to the Rating Agencies by the Issuer, the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to (i) in the case of Moody’s, at the following addresses: ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, and by email to servicerreports@moodys.com, (ii) in the case of S&P, at the following address: 55 Water Street, New York, New York 10041-0003, Attention: Asset Backed Surveillance Department, 42nd Floor and (iii) in the case of Fitch, at the following address:  One State Street Plaza, New York, New York 10004, Attention: ABS Surveillance, or email to notifications.abs@fitchratings.com; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Section 11.5

Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default.

Section 11.6

Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Indenture Trustee, the Indenture Administrator or any Paying Agent to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture Trustee and the Indenture Administrator a copy of each such agreement and the Indenture Trustee and the Indenture Administrator will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.7

Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.8

Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.9

Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successor and assigns, whether so expressed or not.  All agreements of the Indenture Trustee and the Indenture Administrator in this Indenture shall bind the successors, co-trustees and agents (excluding any legal representatives or accountants) of the Indenture Trustee and the Indenture Administrator, respectively.

Section 11.10

Separability.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.11

Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied shall give to any person, other than the parties hereto and their successors hereunder, the Noteholders, any other party secured hereunder, and any other Person with an ownership interest in any part of the Indenture Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.12

Legal Holidays.  In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 11.13

Governing Law.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.14

Counterparts.  This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.15

Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.16

Trust Obligations.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Depositor, the Administrator, the Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Indenture Administrator or the Owner Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Owner Trustee in its individual capacity, any holder or owner of a beneficial interest in the Issuer, the Elig ible Lender Trustee, the Indenture Trustee, the Indenture Administrator or the Owner Trustee or of any successor or assign thereof in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Section 11.17

No Petition.  The Indenture Trustee and the Indenture Administrator, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they shall not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Basic Documents.  The foregoing shall not limit the rights of the Indenture Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by any Person other than the Indenture Trustee.

Section 11.18

Inspection.  The Issuer agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee or the Indenture Administrator, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested.  The Indenture Trustee or the Indenture Administrator shall and shall cause its representatives to hold in confidence all such information obtained from such examination or inspection except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.19

Indenture Administrator as Agent of Indenture Trustee.  The parties hereto hereby acknowledge that the Indenture Administrator is acting solely as an agent of the Indenture Trustee hereunder and shall have no liability or obligation to the Noteholders whatsoever in connection with the performance by it of its obligations hereunder.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.1

Intent of the Parties; Reasonableness.  The Issuer, the Eligible Lender Trustee and the Indenture Administrator acknowledge and agree that the purpose of this Article XII is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

The Issuer, shall not exercise its right to request delivery of information or other performance under these provisions other than to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Indenture Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretative guidance by the Commission or its staff, consensus among active participants in the asset-backed securities markets, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer, in good faith, for the delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connec tion therewith, the Indenture Administrator shall cooperate fully with the Administrator, on behalf of the Issuer, to deliver to the Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, attestations, and any other information that is in the possession of the Indenture Administrator and necessary in the good faith determination of the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Indenture Administrator reasonably believed by the Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

SLC STUDENT LOAN TRUST 20__-__

By:  ____________________,
not in its individual capacity but solely as Owner Trustee

By:

__________________________
Name:
Title:

CITIBANK, N.A.,
not in its individual capacity but solely as Eligible Lender Trustee

By:

__________________________
Name:
Title:

____________________,
not in its individual capacity but solely as Indenture Trustee

By:

__________________________
Name:
Title:

CITIBANK, N.A.,
not in its individual capacity but solely as Indenture Administrator

By:

__________________________
Name:
Title:

APPENDIX A

DEFINITIONS AND USAGE
SLC Student Loan Trust 20__-__

Usage

The following rules of construction and usage shall be applicable to any instrument that is governed by this appendix (this “Appendix”):

(a)

All terms defined in this Appendix shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(b)

As used herein, in any instrument governed hereby and in any certificate or other document made or delivered pursuant thereto, accounting terms not defined in this Appendix or in any such instrument, certificate or other document, and accounting terms partly defined in this Appendix or in any such instrument, certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of such instrument.  To the extent that the definitions of accounting terms in this Appendix or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or in any such instrument, certificate or other document shall control.

(c)

The words “hereof,” “herein,” “hereunder” and words of similar import when used in an instrument refer to such instrument as a whole and not to any particular provision or subdivision thereof; references in an instrument to “Article,” “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such instrument; and the term “including” means “including without limitation.”

(d)

The definitions contained in this Appendix are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e)

Any agreement, instrument or statute defined or referred to below or in any agreement or instrument that is governed by this Appendix means such agreement or instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by assignment, assumption, waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.

Definitions

“Accrual Period” means, with respect to a Distribution Date, the period from and including the immediately preceding Distribution Date to, but excluding, the then-current Distribution Date, or in the case of the initial such period, the period from and including the Closing Date to, but excluding, the first Distribution Date.

“Act” means the Securities Act of 1933, as amended.

“Actual/360” means that interest is calculated on the basis of the actual number of days elapsed in a year of 360 days.

“Adjusted Pool Balance” means, for any Distribution Date, (i) if the Pool Balance as of the last day of the related Collection Period is greater than 40% of the Initial Pool Balance, the sum of such Pool Balance, the amount on deposit in the Capitalized Interest Account (after any distributions from that account) and the Specified Reserve Account Balance for such Distribution Date, or (ii) if the Pool Balance as of the last day of the related Collection Period is less than or equal to 40% of the Initial Pool Balance, the sum of such Pool Balance and the amount on deposit in the Capitalized Interest Account (after any distributions from that account).

“Administration Agreement” means the Administration Agreement, dated as of __________, 20__, among the Administrator, the Depositor, the Servicer and the Trust.

“Administration Fees” has the meaning specified in Section 2.16 of the Administration Agreement.

“Administrator” means SLC, in its capacity as administrator of the Trust in accordance with the Administration Agreement.

“Administrator Default” has the meaning specified in Section 5.1 of the Administration Agreement.

“Administrator’s Certificate” means an Officers’ Certificate of the Administrator delivered pursuant to Section 3.1(c) of the Administration Agreement.

“Administrator’s Officers’ Certificate” means an Officers’ Certificate of the Administrator delivered pursuant to Section 3.1(b) of the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Authorized Officer” means (i) with respect to the Trust, the Administrator, (ii) with respect to the Administrator, any officer of the Administrator or any of its Affiliates who is authorized to act for the Administrator in matters relating to itself or to the Trust and to be acted upon by the Administrator pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Administrator on the Closing Date (as such list may be modified or supplemented from time to time thereafter), (iii) with respect to the Depositor, any officer of the Depositor or any of its Affiliates who is authorized to act for the Depositor in matters relating to or to be acted upon by the Depositor pursuan t to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Depositor to the Indenture Administrator on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (iv) with respect to the Servicer, any officer of the Servicer who is authorized to act for the Servicer in matters relating to or to be acted upon by the Servicer pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Servicer to the Indenture Administrator on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Available Funds” means, as to a Distribution Date or any related Monthly Servicing Payment Date, the sum of the following amounts received with respect to that Distribution Date or the related Collection Period or, in the case of a Monthly Servicing Payment Date, the applicable portion of these amounts:

(a)

all collections on the Trust Student Loans received by the Servicer on the Trust Student Loans, including any Guarantee Payments received on the Trust Student Loans, but net of:

(1)

any collections in respect of principal on the Trust Student Loans applied by the Trust to repurchase guaranteed loans from the Guarantors under the Guarantee Agreements; and

(2)

amounts required by the Higher Education Act to be paid to the Department or to be repaid to borrowers, whether or not in the form of a principal reduction of the applicable Trust Student Loan, on the Trust Student Loans for that Collection Period, including special allowance payment rebates and consolidation loan rebate fees, if any;

(b)

any Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans received during that Collection Period;

(c)

[Reserved];

(d)

the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by the Depositor or purchased by the Servicer or for Trust Student Loans sold to another eligible lender pursuant to Sections 3.12E  or Section 3.12F of the Servicing Agreement;

(e)

the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by SLC;

(f)

the aggregate amounts, if any, received from any of SLC, the Depositor or the Servicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost Interest Subsidy Payments and Special Allowance Payments, on the Trust Student Loans pursuant to the Sale Agreement or Section 3.5 of the Servicing Agreement, respectively;

(g)

amounts received by the Trust pursuant to Sections 3.1 of the Servicing Agreement during that Collection Period as to yield or principal adjustments;

(h)

any interest remitted by the Administrator to the Collection Account prior to such Distribution Date or Monthly Servicing Payment Date;

(i)

Investment Earnings for that Distribution Date earned on amounts on deposit in each Trust Account;

(j)

any amounts that are transferred from the Capitalized Interest Account into the Collection Account on that Distribution Date pursuant to Section 2.9 of the Administration Agreement;

(k)

amounts transferred from the Reserve Account in excess of the Specified Reserve Account Balance on that Distribution Date;

(l)

[all amounts received by the Issuer from any interest rate derivative counterparty, or otherwise under any interest rate derivative agreement entered into pursuant to Section 2.1(u) of the Administration Agreement, for deposit into the Collection Account for that Distribution Date]; and

(m)

as to the first Distribution Date, the Collection Account Initial Deposit.

provided, that if on any Distribution Date there would not be sufficient funds, after application of Available Funds and application of amounts available from the Capitalized Interest Account and the Reserve Account, to pay any of the items specified in clauses (a) and (b) of Section 2.8 of the Administration Agreement as set forth in Section 2.9 and 2.10 of the Administration Agreement, relating to such distributions, then Available Funds for that Distribution Date will include, in addition to Available Funds as defined above, amounts on deposit in the Collection Account, or amounts held by the Administrator, or which the Administrator reasonably estimates to be held by the Administrator, for deposit into the Collection Account on the related Determination Date which would have constituted Available Funds for the Distribution Date succeeding that Distribution Date, up to the amount necessary to pay such items, and Available Funds for the succeeding Distribution Date will be adjusted accordingly.

“Basic Documents” means the Trust Agreement, the Indenture, the Servicing Agreement, the Subservicing Agreement, the Administration Agreement, the Sale Agreement, the Purchase Agreement, the Guarantee Agreements, the Depository Agreement, the Custody Agreement and other documents and certificates delivered in connection with any such documents.

“Benefit Plan” means (i) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, whether or not subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity.

“Bill of Sale” has the meaning specified in either the Purchase Agreement or the Sale Agreement, as applicable.

“Book-Entry Note” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

“Business Day” means (i) with respect to calculating LIBOR of a specified maturity, any day on which banks in New York, New York and London, England are open for the transaction of international business and (ii) for all other purposes, any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York or ____________________ are authorized or obligated by law, regulation or executive order to remain closed.

“Capitalized Interest Account” means the account designated as such, established and maintained pursuant to Section 2.3(a)(iii) of the Administration Agreement.

“Capitalized Interest Account Initial Deposit” means $__________.

“Carryover Servicing Fee” means the sum of (a) the amount of certain increases in the costs incurred by the Servicer which are agreed to pursuant to Section 3.8 of the Servicing Agreement, (b) the amount of specified conversion, transfer and removal fees, and (c) any amounts described in clauses (a) and (b) above that remain unpaid from prior Distribution Dates, plus interest on such amounts for the period from the Distribution Date on which such amounts become due to the date such amounts are paid in full at a rate per annum for each Accrual Period equal to Three-Month LIBOR.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to applicable law.  The initial Clearing Agency shall be DTC and the nominee for such Clearing Agency shall be Cede & Co.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means __________, 20__.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

“Collateral” has the meaning specified in the Granting Clause of the Indenture.

“Collection Account” means the account designated as such, established and maintained pursuant to Section 2.3(a)(i) of the Administration Agreement.

“Collection Account Initial Deposit” means $__________.

“Collection Period” means, with respect to the first Distribution Date, the period beginning on the Closing Date and ending on __________, 20__ and with respect to each subsequent Distribution Date the Collection Period means the three calendar months immediately following the end of the previous Collection Period.

“Commission” means the United States Securities and Exchange Commission.

“Consolidation Loans” means the Student Loans made in accordance with Section 428C of the Higher Education Act.

“Corporate Trust Office” means (i) with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the Closing Date is located at ____________________, ____________________, Attention: ____________________, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Depositor, or the principal corporate trust office of any successor to the Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders, the Administrator and the Depositor), (ii) with respect to the Indenture Administrator, the principal corporate trust office of the Indenture Administrator located at (a) for purp oses of transfer, exchange or surrender of the Notes, Citibank, N.A., 111 Wall Street, 15^th Floor, New York, New York 10004, Attention: 15^th Floor Window, and (b) for all other purposes, Citibank, N.A., 388 Greenwich Street, 14^th Floor, New York, New York 10013, Attention:  Global Transaction Services – SLC Student Loan Trust 20__-__, telephone: 800-422-2066, facsimile: 949-951-3204, or at such other address as the Indenture Administrator may designate by notice to the Depositor, or the principal corporate trust office of any successor to the Indenture Administrator (the address of which the successor to the Indenture Administrator will notify the Administrator and the Depositor) and (iii) with respect to the Eligible Lender Trustee, the principal corporate trust office of the Eligible Lender Trustee located at Citibank, N.A., 388 Greenwich Street, 14^th Floor, New York, New York 10013, Attention:  Global Transaction Services – SLC Student L oan Trust 20__-__, telephone: 800-422-2066, facsimile: 949-951-3204, or at such other address as the Eligible Lender Trustee may designate by notice to the Depositor, or the principal corporate trust office of any successor Eligible Lender Trustee (the address of which the successor Eligible Lender Trustee will notify the Administrator and the Depositor).

“Custodian” means Citibank (South Dakota), National Association, a national banking association.

“Custody Agreement” means the Custody Agreement, dated as of __________, 20__, among the Issuer, the Custodian, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.

“Cutoff Date” means the Closing Date.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10 of the Indenture.

“Delaware Statutory Trust Act” or “Statutory Trust Act” means Chapter 38 of Title 12, Part V of the Delaware Code.

“Delivery” means, when used with respect to Trust Account Property:

(a)

with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian by physical delivery to the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102(a)(3) of the UCC) transfer thereof (i) by delivery of such certificated security endorsed to, or registered in the name of, the Indenture Trustee, the Indenture Administrator or thei r respective nominee or custodian or endorsed in blank to a securities intermediary (as defined in Section 8-102(a)(14) of the UCC) and the making by such securities intermediary of entries on its books and records identifying such certificated securities as belonging to the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian and the sending by such securities intermediary of a confirmation of the purchase of such certificated security by the Indenture Trustee, the Indenture Administrator or their respective its nominee or custodian, or (ii) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of a securities intermediary by the amount of such certificated security, the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the securities intermediary, the maintenance of such certificated securities by such clearing corporation or the nominee of either subject to the clearing corporation’s exclusive control, the sending of a confirmation by the securities intermediary of the purchase by the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian of such securities and the making by such securities intermediary of entries on its books and records identifying such certificated securities as belonging to the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian (all of the foregoing, but not including Trust Student Loans, “Physical Property”); and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Trust Account Property to the Indenture Trustee, the Indenture Administrator or their respective nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

(b)

with respect to any security issued by the U.S. Treasury, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association that is a book-entry security held at a Federal Reserve Bank pursuant to Federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC:  the crediting of such book-entry security to an appropriate book-entry account of the Indenture Trustee or its nominee or the custodian or securities intermediary at a Federal Reserve Bank, causing the custodian to continuously indicate by book-entry such book-entry security as credited to the relevant book-entry account, the continuous crediting of such book-entry security to a securities account of the custodian at such Federal Reserve Bank and the continuous id entification of such book-entry security by the custodian as credited to the appropriate book-entry account; and

(c)

with respect to any item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the securities intermediary, the sending of a confirmation by the securities intermediary of the purchase by the Indenture Trustee or its nominee or custodian of such uncertificated security, the making by such securities intermediary of entries on its books and records identifying such uncertificated certificates as belonging to the Indenture Trustee or its nominee or custodian.

“Department” means the United States Department of Education, an agency of the Federal government.

“Depositor” means SLC Student Loan Receivables I, Inc., a Delaware corporation, and its successors and assigns.

“Depository Agreement” means the Letter of Representations, dated __________, 20__, by the Trust in favor of DTC.

“Determination Date” means, with respect to any Distribution Date, the first Business Day preceding such Distribution Date.

“Distribution Date” means, the ____ day of each __________, __________, __________ and __________, or, if such day is not a Business Day, the immediately following Business Day, commencing on __________, 20__.

“DTC” means The Depository Trust Company, or any successor thereto.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the States or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from Moody’s, S&P, and, if such institution is rated by Fitch, Fitch, in one of their generic rating categories which signifies investment grade.

“Eligible Institution” means a depository institution organized under the laws of the United States of America or any one of the States or the District of Columbia (or any domestic branch of a foreign bank) (i) which has (A)  either a long-term senior unsecured debt rating of “AAA” or a short-term senior unsecured debt or certificate of deposit rating of “A-1+” or better by S&P and (B)(1) a long-term senior unsecured debt rating of “A2” or better and (2) a short-term senior unsecured debt rating of “Prime-1” or better by Moody’s and (C) if such institution is rated by Fitch, a long-term senior unsecured debt rating of “AA” or a short-term senior unsecured debt rating of “F-1+,” or any other long-term, short-term or certificate of deposit rating with respect to whi ch the Notice Condition has been satisfied and (ii) whose deposits are insured by the FDIC.  If so qualified, the Owner Trustee, the Indenture Trustee or the Indenture Administrator may be considered an Eligible Institution.

“Eligible Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a)

direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; provided, that obligations of, or guaranteed by, the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (Freddie Mac) or the Federal National Mortgage Association (Fannie Mae) shall be Eligible Investments only if, at the time of investment, they shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby;

(b)

demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby;

(c)

commercial paper having, at the time of the investment, a rating from each of the Rating Agencies in the highest investment category granted thereby;

(d)

investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Indenture Trustee, the Administrator, the Owner Trustee or the Indenture Administrator or any of their respective Affiliates is investment manager or advisor);

(e)

bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f)

repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above; and

(g)

asset-backed securities, including asset-backed securities issued by Affiliates, or entities formed by Affiliates, of SLC, but excluding mortgage-backed securities, that at the time of investment, have a rating in the highest investment category granted by each of the Rating Agencies, but not at a purchase price in excess of par.

For purposes of the definition of “Eligible Investments” the phrase “highest investment category” means (i) in the case of Fitch, “AAA” for long-term investments (or the equivalent) and “F-1+” for short-term investments (or the equivalent), (ii) in the case of S&P, “AAA” for long-term investments (or the equivalent) and “A-1+” for short-term investments (or the equivalent) and (iii) in the case of Moody’s, “Aaa” and “Prime-1” for investments of more than six months, at least “Aa3” and “Prime-1” for investments of more than three months and up to six months, at least “A1” and “Prime-1” for investments of more than one month up to three months, and at least “A2” or “Prime-1” for investments of one month or less; provided, that for purposes of clause (d) above, the phrase “highest investment category” means, in the case of Moody’s, “Aaa.”  A proposed investment not rated by Fitch but rated in the highest investment category by Moody’s and S&P shall be considered to be rated by each of the Rating Agencies in the highest investment category granted thereby.

“Eligible Lender Trust Agreement (Depositor)” means the Eligible Lender Trust Agreement, dated as of __________, 20__, among the Eligible Lender Trustee and the Depositor.

“Eligible Lender Trust Agreement (Issuer)” means the Eligible Lender Trust Agreement, dated as of __________, 20__, among the Eligible Lender Trustee and the Trust.

“Eligible Lender Trust Agreements” means, collectively, the Eligible Lender Trust Agreement (Depositor) and the Eligible Lender Trust Agreement (Issuer).

“Eligible Lender Trustee” means Citibank, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee under the Eligible Lender Trust Agreements.  “Eligible Lender Trustee” shall also mean each successor to the Eligible Lender Trustee as of the qualification of such successor as Eligible Lender Trustee under the Eligible Lender Trust Agreements.

“Eligible Loans” has the meaning specified in either the Purchase Agreement or the Sale Agreement, as applicable.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” has the meaning specified in Section 5.1 of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

“Expenses” means any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any of its officers, directors or agents in any way relating to or arising out of the Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement or the other Basic Documents.

“FDIC” means the Federal Deposit Insurance Corporation.

“Fitch” means Fitch, Inc., also known as Fitch Ratings, or any successor rating agency.

“FFELP” means Federal Family Education Loan Program.

“GLB Regulations” means the Joint Banking Agencies’ Privacy of Consumer Financial Information, Final Rule (12 CFR Parts 40, 216, 332 and 573) or the Federal Trade Commission’s Privacy of Consumer Financial Information, Final Rule (16 CFR Part 313), as applicable, implementing Title V of the Gramm-Leach-Bliley Act, Public Law 106-102, as amended.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture.  A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting part y or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Guarantee Agreement” means any agreement between any Guarantor and the Eligible Lender Trustee providing for the payment by the Guarantor of amounts authorized to be paid pursuant to the Higher Education Act to holders of qualifying Student Loans guaranteed in accordance with the Higher Education Act by such Guarantor.

“Guarantee Payment” means any payment made by a Guarantor pursuant to a Guarantee Agreement in respect of a Trust Student Loan.

“Guarantor” means any entity listed on Attachment B (as amended from time to time) to the Sale Agreement or the Purchase Agreement, as applicable.

“Higher Education Act” means the Higher Education Act of 1965, as amended, together with any rules, regulations and interpretations thereunder.

“Indenture” means the Indenture, dated as of __________, 20__, among the Trust, the Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator.

“Indenture Administrator” means Citibank, N.A., a national banking association, not in its individual capacity but solely as indenture administrator under the Indenture.

“Indenture Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Noteholders (including all Collateral Granted to the Indenture Trustee), including all proceeds thereof.

“Indenture Trustee” means ____________________, a national banking association, not in its individual capacity but solely as indenture trustee under the Indenture.

“Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee” means $__________ per annum payable yearly in advance.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Trust, any other obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Trust, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Trust, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, placement agent, trustee, partner, director or person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee or the Indenture Administrator under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent appraiser, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

“Index Maturity” means, with respect to any Accrual Period, a period of time equal to two or three months, as applicable, commencing on the first day of that Accrual Period.

“Initial Accrual Rate” means, for the Accrual Period commencing on the Closing Date to, but excluding, the first Distribution Date, the per annum rate determined by the following formula:

x + [a/b ´ (y - x)]

where:

x = Two-Month LIBOR;

y = Three-Month LIBOR;

a = the actual number of days from the maturity date of Two-Month LIBOR to the first Distribution Date; and

b = the actual number of days from the maturity date of Two-Month LIBOR to the maturity date of Three-Month LIBOR.

“Initial Pool Balance” means the Pool Balance as of the Cutoff Date, which is $__________.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, which decree or order remains unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in ef fect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Interest Distribution Amount” means, for any Distribution Date, the sum of:  (1) the amount of interest accrued at the Note Rate for the related Accrual Period on the Outstanding Amount of the Notes on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date) after giving effect to all principal distributions to Noteholders on that preceding Distribution Date, and (2) the Note Interest Shortfall for that Distribution Date.

“Interest Subsidy Payments” means payments, designated as such, consisting of interest subsidies by the Department in respect of the Trust Student Loans to the Servicer, the Eligible Lender Trustee or the Owner Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Investment Earnings” means, with respect to any Distribution Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be deposited into the Collection Account on or prior to such Distribution Date pursuant to Section 2.3(b) of the Administration Agreement.

“Issuer” means the Trust and, for purposes of any provision contained in the Indenture and required by the TIA, each other obligor on the Notes.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“LIBOR” means Three-Month LIBOR or Two-Month LIBOR, as applicable.

“LIBOR Determination Date” means, for each Accrual Period, the second Business Day before the beginning of that Accrual Period.

“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens and any other liens, if any, which attach to the respective Trust Student Loan by operation of law as a result of any act or omission by the related Obligor.

“Loan” has the meaning specified in Section 2 of the Purchase Agreement.

“Maximum Purchase Amount” means an amount that is equal to the fair market value of the remaining Trust Student Loans, including accrued but unpaid interest, as of the last day of the related Collection Period.

“Minimum Purchase Amount” means, for any Distribution Date, an amount that would be sufficient to (i) reduce the Outstanding Amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Interest Distribution Amount payable on such Distribution Date.

“Monthly Servicing Payment Date” means the ____ day of each calendar month or, if such day is not a Business Day, the immediately following Business Day, commencing in __________ 20__.

 “Moody’s” means Moody’s Investors Service, Inc., or any successor rating agency.

“Non-SLC” means, for purposes of determining (i) Owners of the Trust Certificate, only those Owners that are not SLC or any Affiliate of SLC and (ii) the Ownership Percentage of the Trust Certificate, only those Ownership Percentages not assessed to SLC or any Affiliate of SLC.

“Note Final Maturity Date” means the __________ 20__ Distribution Date.

“Note Interest Shortfall” means, for any Distribution Date, the excess of (i) the Interest Distribution Amount on the preceding Distribution Date, over (ii) the amount of interest actually distributed to the Noteholders on that preceding Distribution Date, plus interest on the amount of that excess, to the extent permitted by law, at the weighted average interest rate applicable for the Notes from that preceding Distribution Date to the current Distribution Date.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the applicable Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Pool Factor” means, as of the close of business on a Distribution Date, a seven-digit decimal figure equal to the Outstanding Amount of the Notes divided by the original Outstanding Amount of the Notes.  The Note Pool Factor for the Notes will be 1.0000000 as of the Closing Date; thereafter, the Note Pool Factor will decline to reflect reductions in the Outstanding Amount of the Notes.

“Note Rate” means, for any Accrual Period after the initial Accrual Period, Three-Month LIBOR, as determined on the second Business Day before the beginning of the applicable Accrual Period, plus ____%, based on an Actual/360 accrual method.  For the initial Accrual Period, the Note Rate shall mean the Initial Accrual Rate plus ____%, based on an Actual/360 accrual method.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.4 of the Indenture.

“Noteholder” means the Person in whose name a Note is registered in the Note Register.

“Notes” means the $__________ Floating Rate Class A Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

“Notice Condition” means, with respect to any intended action, that (i) after 20 Business Days’ prior written notice thereof, Moody’s has not notified the Administrator, the Servicer, the Owner Trustee, the Indenture Trustee or the Indenture Administrator that such intended action would result, in and of itself, in the reduction or withdrawal of its then-current rating of the Notes, (ii) after 10 days’ prior written notice thereof, Fitch has not notified the Administrator, the Servicer, the Owner Trustee, the Indenture Trustee or the Indenture Administrator that such intended action would result, in and of itself, in the reduction or withdrawal of its then-current rating of the Notes and (iii) S&P has notified the Administrator, the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture Administrator i n writing that such intended action will not result, in and of itself, in the reduction or withdrawal of its then-current rating of the Notes.

“Obligor” on a Trust Student Loan means the borrower or co-borrowers of such Trust Student Loan and any other Person who owes payments in respect of such Trust Student Loan, including the Guarantor thereof and, with respect to any Interest Subsidy Payment or Special Allowance Payment, if any, thereon, the Department.

“Officers’ Certificate” means (i) in the case of the Trust, a certificate signed by any two Authorized Officers of the Administrator, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, and delivered to the Indenture Trustee or the Indenture Administrator, and (ii) in the case of SLC, the Depositor, the Administrator or the Servicer, a certificate signed by any two Authorized Officers of SLC, the Depositor, the Administrator or the Servicer, as applicable.

“Opinion of Counsel” means (i) with respect to the Trust, one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Owner Trustee, the Trust, the Depositor or an Affiliate of the Depositor and who shall be satisfactory to the Indenture Trustee and the Indenture Administrator, and which opinion or opinions shall be addressed to the Indenture Trustee as Indenture Trustee and the Indenture Administrator as Indenture Administrator, shall comply with any applicable requirements of Section 11.1 of the Indenture and shall be in form and substance satisfactory to the Indenture Trustee, and (ii) with respect to the Depositor, the Administrator or the Servicer, one or more written opinions of counsel who may be an e mployee of or counsel to the Depositor, the Administrator or the Servicer, which counsel shall be acceptable to the Indenture Trustee, the Indenture Administrator and the Owner Trustee.

“Origination Fee” means any origination fee payable to the Department by the lender with respect to any Trust Student Loan.

“Outstanding” means, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(a)

Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(b)

Notes or portions thereof, for which payment has been made to the applicable Noteholders in reduction of the outstanding principal balance thereof or for which money in the necessary amount has been theretofore deposited with the Indenture Administrator or any Paying Agent in trust for the Noteholders thereof (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture); and

(c)

Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, that in determining whether the Noteholders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Basic Document, Notes owned by the Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee either actually knows to be so owned or has received written notice thereof shall be so disregarded.  Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee 6;s right so to act with respect to such Notes and that the pledgee is not the Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons.

“Outstanding Amount” means, as of any date of determination, the aggregate principal balance of the Notes Outstanding at such date of determination.

“Owner” means the Depositor and each of its successors in interest as holder of the Trust Certificate issued by the Trust pursuant to Article III of the Trust Agreement.

“Ownership Percentage” means, with respect to an Owner, the proportion (expressed as a percentage) of the beneficial interest in the assets of the Trust held by such Owner.

“Owner Trustee” means ____________________, a Delaware banking corporation, not in its individual capacity but solely as owner trustee under the Trust Agreement.

“Owner Trustee Fee” means $__________ per annum, payable in advance.

“Paying Agent” means the Indenture Administrator or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.12 of the Indenture and is authorized by the Trust to make the payments to and distributions from the Collection Account and payments of principal of and interest and any other amounts owing on the Notes on behalf of the Trust.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, limited liability company, limited liability partnership or government or any agency or political subdivision thereof.

“Physical Property” has the meaning assigned to such terms in the definition of “Delivery” above.

“Pool Balance” means, for any date, the aggregate principal balance of the Trust Student Loans (other than any Trust Student Loan for which the related Guarantor has either paid or rejected a claim for guarantee payment) as of the close of business on that date, including accrued interest that is expected to be capitalized.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture and in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Primary Servicing Fee” means, for any Monthly Servicing Payment Date, the lesser of the product of $__________ and the number of Obligors as of the first day of the preceding month (or as of the Closing Date, in the case of the __________ 20__ Monthly Servicing Payment Date) and ¹/₁₂^th of an amount equal to ____% of the aggregate outstanding principal balance of the Trust Student Loans as of the last day of the preceding calendar month.  In the case of the Primary Servicing Fee to be paid on the __________ 20__ Monthly Servicing Payment Date, the Servicer will receive a pro rata portion of the Primary Servicing Fee for the number of days in __________ from, and including, the Closing Date.

“Principal Distribution Amount” means, with respect to any Distribution Date, (a) an amount equal to the excess, if any, of (i) the Outstanding Amount of all of the Notes immediately prior to such Distribution Date, minus (ii) the difference between (A) the Adjusted Pool Balance and (B) the Specified Overcollateralization Amount for such Distribution Date and (b) following the occurrence and during the continuation of an Event of Default specified in Section 5.1(iii) which has resulted in an acceleration of the Notes, the Outstanding Amount of the Notes; provided, that on the Note Final Maturity Date, the Principal Distribution Amount shall be the amount required to reduce the Outstanding Amount of the Notes to zero.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Purchase Agreement” means the Master Terms Purchase Agreement, dated as of __________, 20__, among SLC, the Eligible Lender Trustee on behalf of SLC, the Depositor and the Eligible Lender Trustee on behalf of the Depositor, and the purchase agreement or agreements entered into thereunder.

“Purchase Amount” means, with respect to any Trust Student Loan, the amount required to prepay in full such Trust Student Loan under the terms thereof including all accrued interest thereon.

“Purchased Student Loan” means a Trust Student Loan which is, as of the close of business on the last day of a Collection Period, purchased by the Servicer pursuant to Section 3.5 of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6 of the Sale Agreement, repurchased by SLC pursuant to Section 6 of the Purchase Agreement or sold to another eligible lender holding one or more Serial Loans with respect to such Trust Student Loan pursuant to Section 3.12E or Section 3.12F of the Servicing Agreement.

“Rating Agency” means Fitch, Moody’s and S&P.  If any such organization or successor thereto is no longer in existence, “Rating Agency” with respect to such organization shall be a nationally recognized statistical rating organization or other comparable Person designated by the Administrator, notice of which designation shall be given to the Indenture Trustee, the Indenture Administrator, the Owner Trustee and the Servicer.

“Record Date” means, with respect to a Distribution Date or Redemption Date and the Notes, the close of business on the day preceding such Distribution Date or Redemption Date.

“Redemption Date” means, in the case of a payment to Noteholders pursuant to Section 10.1 of the Indenture, the Distribution Date specified pursuant to Section 10.1 of the Indenture.

“Redemption Price” means an amount equal to the Outstanding Amount of the Notes, plus accrued and unpaid interest thereon at the applicable Note Rates to but excluding the Redemption Date.

“Reference Banks” means four major banks in the London interbank market, as selected by the Administrator.

“Registrar” means the Note Registrar.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 2.3(a)(ii) of the Administration Agreement.

“Reserve Account Balance” means the amount on deposit in the Reserve Account as of the end of the applicable Collection Period.

“Reserve Account Initial Deposit” means $__________.

“Responsible Officer” means, with respect to the Indenture Trustee, the Indenture Administrator or the Paying Agent, any officer within the Corporate Trust Office of the Indenture Trustee, the Indenture Administrator or the Paying Agent, as the case may be, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Indenture Trustee, the Indenture Administrator or the Paying Agent, as the case may be, customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Indenture and the othe r Basic Documents on behalf of the Indenture Trustee, the Indenture Administrator or the Paying Agent, as the case may be.

“Reuters LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor rating agency.

“Sale Agreement” means the Master Terms Sale Agreement, dated as of __________, 20__, among the Trust, the Eligible Lender Trustee on behalf of the Trust, the Depositor and the Eligible Lender Trustee on behalf of the Depositor, and the sale agreement or agreements entered into thereunder.

“Sarbanes-Oxley Certification” means the certification required by Rules 13a-14(d) and 15(d)-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).

“Schedule of Trust Student Loans” means the listing of the Trust Student Loans set forth in Schedule A to the Indenture and the Bill of Sale (which Schedule may be in the form of microfiche).

“Securities Act” means the Securities Act of 1933, as amended.

“Serial Loan” means an additional student loan other than a Consolidation Loan, which is made to a borrower who is also a borrower under at least one Trust Student Loan.

“Servicer” means SLC, in its capacity as servicer of the Trust Student Loans.

“Servicer Default” means an event specified in Section 5.1 of the Servicing Agreement.

“Servicer Distribution Date” has the meaning specified in the Servicing Agreement.

“Servicer’s Report” means any report of the Servicer delivered pursuant to Section 3.1(a) of the Administration Agreement, substantially in the form acceptable to the Administrator.

“Servicing Agreement” means the Servicing Agreement, dated as of __________, 20__, among the Trust, the Servicer and the Administrator.

“Servicing Fee” means the Primary Servicing Fee and the Carryover Servicing Fee.

“SLC” means The Student Loan Corporation and its successors in interest.

“Special Allowance Payments” means payments, designated as such, consisting of effective interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Specified Overcollateralization Amount” means, with respect to any Distribution Date, an amount equal to ____% of the Adjusted Pool Balance.

“Specified Reserve Account Balance” means, for any Distribution Date, the greater of:

(a)

____% of the Pool Balance as of the close of business on the last day of the related Collection Period; or

(b)

$__________;

provided, that in no event will that balance exceed the sum of the Outstanding Amount of the Notes.

“State” means any one of the 50 States of the United States of America or the District of Columbia.

“Student Loans” means education loans to students and parents of students under the Federal Family Education Loan Program.

“Sub-administrator” means any Person that administers the Trust Student Loans on behalf of the Administrator or the Servicer (as applicable) and is responsible for the performance (whether directly or through other Sub-administrators or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Administrator or the Servicer (as applicable) that are identified in Item 1122(d) of Regulation AB.

“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the student loan asset-backed securities market) of Trust Student Loans but performs one or more of the discrete functions identified in Item 1122(d) of Regulation AB with respect to the Trust Student Loans under the discretion or authority of the Administrator, Servicer or Indenture Trustee (as applicable).

“Subservicer” means any Person that services the Trust Student Loans on behalf of the Administrator, Servicer or Indenture Trustee (as applicable) and is responsible for the performance (whether directly or through other Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Administrator, Servicer or Indenture Trustee (as applicable) that are identified in Item 1122(d) of Regulation AB.

“Successor Administrator” has the meaning specified in Section 3.7(e) of the Indenture.

“Successor Servicer” has the meaning specified in Section 3.7(e) of the Indenture.

“Third-Party Financial Advisor” has the meaning specified in Section 4.4 of the Indenture.

“Three-Month LIBOR” or “Two-Month LIBOR” means, with respect to any Accrual Period, the London interbank offered rate for deposits in U.S. Dollars having the Index Maturity as such rate appears on the Reuters LIBOR01 Page, or another page of this or any other financial reporting service in general use in the financial services industry, as of 11:00 a.m. London time, on the related LIBOR Determination Date.  If no rate is so reported on the related LIBOR Determination Date, the rate for that day will be determined on the basis of the rates at which deposits in U.S. Dollars, having the Index Maturity and in a principal amount of not less than $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks.  The Administrator will request the princip al London office of each Reference Bank to provide a quotation of its rate.  If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations.  If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Administrator, at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks having the Index Maturity and in a principal amount of not less than $1,000,000.  If the banks selected as described above are not providing quotations, Three-Month LIBOR or Two-Month LIBOR, as applicable, in effect for the applicable Accrual Period will be Three-Month LIBOR or Two-Month LIBOR, as the case may be, in effect for the previous Accrual Period.

“Transfer Date” has the meaning specified in Section 5.2(a) of the Administration Agreement.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code.  References in any document or instrument to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” means SLC Student Loan Trust 20__-__, a Delaware statutory trust established pursuant to the Trust Agreement.

“Trust Account Property” means the Trust Accounts, all cash and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit, the Collection Account Initial Deposit and all earnings on and proceeds of the foregoing.

“Trust Accounts” has the meaning specified in Section 2.3(b) of the Administration Agreement.

“Trust Agreement” means the Short-Form Trust Agreement, dated as of __________, 20__, between the Depositor and the Owner Trustee, as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of __________, 20__, among the Depositor and the Owner Trustee.

“Trust Auction Date” has the meaning specified in Section 4.4 of the Indenture.

“Trust Certificate” means a certificate evidencing the Ownership Percentage of an Owner in substantially the form as Exhibit A to the Trust Agreement.

“Trust Estate” means all right, title and interest of the Trust (or the Eligible Lender Trustee on behalf of the Trust) in and to the property and rights sold, transferred and assigned to the Trust pursuant to the Sale Agreement, all funds on deposit from time to time in the Trust Accounts and all other property of the Trust from time to time, including any rights of the Eligible Lender Trustee and the Trust pursuant to the Trust Agreement, the Administration Agreement and the Servicing Agreement.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

“Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date plus any student loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6 of the Sale Agreement or by the Servicer pursuant to Section 3.5 of the Servicing Agreement and shall not include any Purchased Student Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto.

“Trust Student Loan Files” means the documents specified in Section 2.1 of the Servicing Agreement.

“Trustee Fees” means, collectively, the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee, Administration Fees and the Owner Trustee Fee.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

“Underwriter” means ____________________, ____________________, ____________________ and ____________________.

SCHEDULE A

Schedule of Trust Student Loans

[See Schedule A to the Bill of Sale
(Attachment C to the Sale Agreement)]

SCHEDULE B

Location of Trust Student Loan Files

[See Attachment B to the Servicing Agreement]

EXHIBIT A

FORM OF NOTE

SEE REVERSE FOR CERTAIN DEFINITIONS

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer (as defined below) or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

NUMBER	PRINCIPAL AMOUNT:  $_________
_________	CUSIP NO.:  _________
	ISIN NO.:  _________

SLC STUDENT LOAN TRUST 20__-__

FLOATING RATE CLASS A STUDENT LOAN ASSET-BACKED NOTES

SLC Student Loan Trust 20__-__, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _____________ ($____________) payable on each Distribution Date pursuant to Section 3.1 of the Indenture, dated as of __________, 20__ (the “Indenture”), among the Issuer, Citibank, N.A., a national banking association, as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”) and as Indenture Administrator (in such capacity, the “Indenture Administrator”), ____________________, a ____________________, as Indenture Trustee (the “Indenture Trustee”) (capitalized terms used but not defined herein being defined in Appendix A to the Indenture , which also contains rules as to usage that shall be applicable herein); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the __________ 20__ Distribution Date (the “Note Final Maturity Date”).

The Issuer shall pay interest on this Note at the rate per annum equal to the Note Rate (as defined on the reverse hereof), on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.1 of the Indenture.  Interest on this Note shall accrue from and including the immediately preceding Distribution Date (or, in the case of the first Accrual Period, the Closing Date) to but excluding the following Distribution Date (each an “Accrual Period”).  Interest shall be calculated on the basis of the actual number of days elapsed in each Accrual Period divided by 360.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Administrator whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below.

SLC STUDENT LOAN TRUST 20__-__

By: ____________________,
not in its individual capacity but solely as Owner Trustee under the Trust Agreement

By: ______________________________
Authorized Signatory

Dated:

__________, 20__

INDENTURE ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

CITIBANK, N.A.,
not in its individual capacity but solely as
Indenture Administrator

By: ______________________________
Authorized Signatory

Dated:

__________, 20__

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Floating Rate Class A Student Loan Asset-Backed Notes (the “Notes”), which, together with the other Notes issued by the Issuer (collectively, the “Notes”), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee, the Indenture Administrator and the Noteholders.  The Notes are subject to all terms of the Indenture.

Principal of the Notes shall be payable on each Distribution Date in an amount described on the face hereof.  “Distribution Date” means the ____ day of each __________, __________, __________ and __________, or, if any such date is not a Business Day, the next succeeding Business Day, commencing __________, 20__.

As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Note Final Maturity Date.  Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (i) an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture shall have occurred and be continuing and (ii) the Indenture Trustee or the Noteholders representing at least a majority of the Outstanding Amount of the Notes shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture.  All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

Interest on the Notes shall be payable on each Distribution Date on the principal amount outstanding of the Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Note Rate.  The “Note Rate” for each Accrual Period, other than the initial Accrual Period, shall be equal to Three-Month LIBOR as determined on the second Business Day before the beginning of that Accrual Period plus ____%.

The interest rate for the initial Accrual Period shall be as set forth in the definition of Note Rate contained in Appendix A to the Indenture.

If Definitive Notes have been issued as of the applicable Record Date, then payments of interest on this Note on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register on the Record Date.  Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment, and the mailing of such check shall constitute payment of the amount thereof regardless of whether such check is returned undelivered.  With respect to Notes registered on the applicable Record Date in the name of the nominee of the Clearing Agency (initiall y, such nominee to be Cede & Co.), unless Definitive Notes have been issued, payments shall be made by wire transfer in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Administrator, in the name of and on behalf of the Issuer, shall notify the Person who was the Noteholder hereof as of the preceding Record Date by notice mailed no later than five days prior to such Distribution Date and the amount then due and payable shall be payable only upon present ation and surrender of this Note at the Indenture Administrator’s Corporate Trust Office or at the office of the Indenture Administrator’s agent appointed for such purposes located in the Borough of Manhattan, The City of New York.

The Issuer shall pay interest on overdue installments of interest on this Note at the Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Administrator and the Note Registrar duly executed by, the Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar and the Indenture Administrator, which requirements include membership or participation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar or the Indenture Administrator in addition to, or in substitution for, STAMP (all in accordance with the Exchange Act), and such other documents as the Indenture Administrator or the Note Registrar may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount shall be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Indenture Trustee, the Note Registrar or the Indenture Administrator on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee, the Indenture Administrator, the Note Registrar, the Eligible Lender Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee, the Note Registrar, the Indenture Administrator, the Eligible Lender Trustee or the Owner Trustee in its individual capacity, any holder or owner of a beneficial interest in the Issuer, the Owner Trustee, the Indenture Administrator, the Note Registrar, the Eligible Lender Trustee or the Indenture Trustee or of any successor or assign thereof in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee, the Indenture Administrator, the Note Registrar, the Eligible Lender Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Upon acquisition or transfer this Note or a beneficial interest in this Note, as the case may be, by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or holding will not constitute or otherwise result in:  (i) in the case of a Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by an applicable statutory or administrative exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law.  Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings or other proceedings under any U.S. federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee, the Indenture Administrator, the Note Registrar, and any agent of the Issuer, the Indenture Trustee, the Indenture Administrator or the Note Registrar may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee, the Indenture Administrator, the Note Registrar nor any such agent shall be affected by notice to the contrary.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees to treat this Note as indebtedness for U.S. federal, state and local income and franchise tax purposes and agrees not to take any action inconsistent with such treatment, unless required by law.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Noteholders representing a majority of the Outstanding Amount of all Notes at the time outstanding.  The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of all the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon registrat ion of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of holders of the Notes issued thereunder.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Indenture Administrator in its individual capacity, the Indenture Trustee in its individual capacity, the Owner Trustee in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture.  The Noteholder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim agains t any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

______________________________________________________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

______________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

______________________________________________________________________________

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

____________________

_______________________________________*/

Signature Guaranteed:

_______________________________________*/

___________________

*/

NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B

Form of Note Depository Agreement
for U.S. Dollar Denominated Notes

[To Be Provided for Each Transaction]

EXHIBIT C

Servicing Criteria To Be Addressed In Assessment of Compliance

The assessment of compliance to be delivered by Citibank, N.A., as Indenture Administrator, shall address, at a minimum, the criteria identified below as the “Applicable Servicing Criteria”:

Reference	Criteria	Applicability
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.	N/A
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	N/A
1122(d)(1)(iii)	Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	N/A
	Cash Collection and Administration
1122(d)(2)(i)	Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.	N/A
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.	N/A
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.	N/A
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	N/A
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.	N/A
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.	N/A
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.	N/A
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.	N/A
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents	N/A
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	N/A
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.	N/A
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	N/A
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.	N/A
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.	N/A
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	N/A
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.	N/A
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.	N/A
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.	N/A
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	N/A

CITIBANK, N.A.
not in its individual capacity but solely as Indenture Administrator

Date: ________________________

By:

______________________________
Name:
Title:

EX-4.2

EXHIBIT 4.2

SHORT-FORM TRUST AGREEMENT

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:

1.           Creation of Trust. (a) The trust created hereby shall be known as “SLC Student Loan Trust 20__-__”. The purpose of the Trust is to issue notes and to acquire certain student loans from the Depositor with the proceeds thereof and to enter into certain contracts in connection therewith.

(b)           The Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1.  The Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Depositor.  It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. 3801 et seq. and that this Trust Agreement constitute the governing instrument of the Trust.  The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attac hed

hereto.

(c)           The Owner Trustee is authorized and directed to enter into such documents and take such other action as the Depositor specifically directs in written instructions delivered to the Owner Trustee; provided, however, the Owner Trustee shall not be required to take any action if the Owner Trustee shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Owner Trustee is a party.

(d)           The Depositor and the Owner Trustee will enter into an Amended and Restated Trust Agreement, satisfactory to each such party and substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust’s securities referred to therein (collectively, the “Trust Securities”).

(e)           The Depositor and the Owner Trustee hereby authorize and direct the Depositor and The Student Loan Corporation, as the agents of the Trust, each with the power (i) to file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, the Registration Statement on Form S-3 (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the Trust Securities; (ii) to prepare an offering memorandum with respect to Trust Securities to be issued pursuant to Rule 144A under the 1933 Act; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register or market the Trust Securities under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to execute on behalf of the Trust one or more underwriting agreements relating to the Trust Securities, among the Trust and the underwriter named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement or otherwise approved by either the Depositor or The Student Loan Corporation (for the avoidance of debt, either the Depositor or The Student Loan Corporation may execute on behalf of the Trust such underwriting agreement).

2.           Concerning the Owner Trustee. (a) Except as otherwise expressly required by Section 1 of this Trust Agreement, the Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee. The Owner Trustee shall not be liable for the acts or omissions of the Depositor nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the directions of the Depositor.

(b)           The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation:

(i)           The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee;

(ii)           No provision of this Trust Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii)           Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;

(iv)           The Owner Trustee shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor;

(v)           In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;

(vi)           All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and

(vii)           To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Trust, the Depositor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.

(c)           The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by i t in good faith in reliance thereon.

(d)           In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.

(e)           Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by the Owner Trustee, or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for caus es of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby.

(f)           Except as expressly provided in this Section 2, in accepting and performing the trusts hereby created, the Owner Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.

3.           Compensation and Indemnification. (a) The Depositor hereby agrees to (i) compensate the Owner Trustee in accordance with a separate fee agreement with the Owner Trustee, (ii) reimburse the Owner Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Owner Trustee and any of the officers, directors, employees and agents of the Owner Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collect ively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.

(b)           To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement.

(c)           As security for any amounts owing to the Owner Trustee hereunder, the Owner Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other beneficial owner of the Trust. The obligations of the Depositor under this Section 3 shall survive the termination of this Trust Agreement.

4.           The Owner Trustee may resign upon thirty days prior notice to the Depositor. If no successor has been appointed within such thirty day period, the Owner Trustee may, at the expense of the Trust, petition a court to appoint a successor trustee. Any Person into which the Owner Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Owner Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor Owner Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicabl e law.

5.           This Trust Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties, whether written or oral.

6.           This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

7.           This Trust Agreement may be executed in two or more counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement.

8.           This Trust Agreement may be amended and restated by the parties hereto as necessary to provide for the operation of the Trust; provided, however, that the Owner Trustee shall not be required to enter into any amendment hereto which adversely affects the rights, duties or immunities of the Owner Trustee.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

____________________,

as Owner Trustee

By: ______________________________________

Name:

Title:

SLC STUDENT LOAN RECEIVABLES I, INC.,

as Depositor

By: ______________________________________

Name:

Title:

FORM OF

CERTIFICATE OF TRUST

OF

SLC STUDENT LOAN TRUST 20__-__

THIS Certificate of Trust of SLC Student Loan Trust 20__-__ (the “Trust”), is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code , § 3801 et seq.) (the “Act”).

1.           Name.  The name of the statutory trust formed hereby is SLC Student Loan Trust 20__-__.

2.           Delaware Trustee.  The name and business address of the trustee of the Trust in the State of Delaware are ____________________, ____________________, Attention: ____________________.

3.           Effective Date.  This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of

Trust in accordance with Section 3811(a) of the Act.

____________________,

not individually but solely as trustee

By: _______________________________                               

Name:

Title:

EX-4.3

EXHIBIT 4.3

SLC STUDENT LOAN TRUST 20__-__

AMENDED AND RESTATED TRUST AGREEMENT

Dated as of __________, 20__

Between

SLC STUDENT LOAN RECEIVABLES I, INC.

as Depositor

and

____________________

as Owner Trustee

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.

1

ARTICLE II

ORGANIZATION

Section 2.01

General.

1

Section 2.02

Office.

2

Section 2.03

Purposes and Powers.

2

Section 2.04

Appointment of the Owner Trustee.

3

Section 2.05

Declaration of Trust.

3

Section 2.06

Situs of Trust.

3

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTEREST

Section 3.01

Issuance of Trust Certificate.

3

Section 3.02

Registration and Transfer of Certificates.

3

Section 3.03

Lost, Stolen, Mutilated or Destroyed Certificates.

4

Section 3.04

Limitation on Transfer of Ownership Rights.

4

Section 3.05

Assignment of Right to Distributions.

4

Section 3.06

Transfer.

5

Section 3.07

Federal Income Tax Allocations.

5

ARTICLE IV

CONCERNING THE OWNERS

Section 4.01

Action by Owners with Respect to Certain Matters.

5

Section 4.02

Tax Treatment, Tax Elections and Other Tax Matters.

8

Section 4.03

Representations and Warranties of the Depositor.

9

Section 4.04

No Contrary Actions.

9

Section 4.05

Owner Voting.

9

ARTICLE V

INVESTMENT AND APPLICATION OF TRUST FUNDS

Section 5.01

Investment of Trust Funds.

9

Section 5.02

Application of Funds.

9

Section 5.03

Method of Payment.

10

Section 5.04

No Segregation of Moneys; No Interest.

10

ARTICLE VI

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

Section 6.01

General Authority.

11

Section 6.02

Specific Authority.

11

Section 6.03

General Duties.

11

Section 6.04

Accounting and Reports to the Owners, the Internal Revenue Service
and Others.

11

Section 6.05

Signature of Returns.

11

Section 6.06

Right to Receive Instructions.

12

Section 6.07

No Duties Except as Specified in this Agreement or in Instructions.

12

Section 6.08

No Action Except Under Specified Documents or Instructions.

12

Section 6.09

Sarbanes-Oxley Filings.

12

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01

Acceptance of Trusts and Duties.

13

Section 7.02

Furnishing of Documents.

13

Section 7.03

Reliance; Advice of Counsel.

14

Section 7.04

Not Acting in Individual Capacity.

14

ARTICLE VIII

COMPENSATION OF THE OWNER TRUSTEE

Section 8.01

Owner Trustee’s Fees and Expenses.

14

Section 8.02

Indemnification.

14

Section 8.03

Payments to the Owner Trustee.

15

ARTICLE IX

TERMINATION OF TRUST

Section 9.01

Termination of Trust.

15

Section 9.02

No Termination by Depositor or Owners.

16

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01

Resignation of Owner Trustee; Appointment of Successor.

16

Section 10.02

Appointment of Additional Owner Trustees.

17

ARTICLE XI

MISCELLANEOUS

Section 11.01

Supplements and Amendments.

17

Section 11.02

No Legal Title to Trust Estate in Owner.

18

Section 11.03

Pledge of Collateral by Owner Trustee is Binding.

19

Section 11.04

Limitations on Rights of Others.

19

Section 11.05

Notices.

19

Section 11.06

Severability.

19

Section 11.07

Separate Counterparts.

19

Section 11.08

Successors and Assigns.

19

Section 11.09

Headings.

19

Section 11.10

Governing Law.

20

Section 11.11

No Petition.

20

Section 11.12

Non-Confidential.

20

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01

Intent of the Parties; Reasonableness.

20

EXHIBITS

Exhibit A

Form of Trust Certificate

A-1

Exhibit B

Form of Accession Agreement

B-1

Exhibit C

Owner Trustee Compensation Agreement

C-1

AMENDED AND RESTATED TRUST AGREEMENT

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________, 20__ (this “Agreement”), by and between, SLC Student Loan Receivables I, Inc., a Delaware corporation, as depositor (the “Depositor”), and ____________________, a ____________________, as owner trustee (the “Owner Trustee”).

WHEREAS, the Depositor and the Owner Trustee are parties to that certain Short-Form Trust Agreement, dated as of __________, 20__, pursuant to which SLC Student Loan Trust 20__-__ was created (the “Original Trust Agreement”); and

WHEREAS, the Depositor and the Owner Trustee desire to amend and restate the Original Trust Agreement in its entirety on the terms and conditions as set forth below.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the Original Trust Agreement is amended and restated to read in its entirety, and the parties hereto agree, as follows:

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.

  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture, dated as of __________, 20__ (the “Indenture”), among the Issuer, ____________________, as Indenture Trustee, Citibank, N.A., as Indenture Administrator, and Citibank, N.A., as Eligible Lender Trustee, which also contains rules of usage and construction that shall be applicable herein.

ARTICLE II

ORGANIZATION

Section 2.01

General.

  (a)  The Trust created by the Original Trust Agreement shall be known as SLC Student Loan Trust 20__-__ (the “Trust”), in which name the Owner Trustee may conduct the activities contemplated hereby, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

(b)

The Depositor and The Student Loan Corporation are hereby authorized, as agents of the Trust, (i) to file with the Commission and execute, in each case on behalf of the Trust, the Registration Statement on Form S-3 (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the 1933 Act, of the Trust securities, (ii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Trust securities under the securities or “Blue Sky” laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable, (iii) to execute on behalf of the Trust one or more underwri ting agreements relating to the Trust securities, among the Trust, the Depositor and the underwriter named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement, and any certification required of the Trust in connection therewith, (iv) to execute on behalf of the Trust any reports, certifications or other documents required of the Trust pursuant to the Sarbanes-Oxley Act of 2002, (v) to execute on behalf of the Trust any certifications or other documents required by the Trust in connection to any opinions of counsel delivered in relation to the Trust securities or transactions involving the same and (vi) to take such actions and execute all documents and instruments in connection with the foregoing as may be necessary or desirable.

Section 2.02

Office.

  The office of the Trust shall be in care of the Owner Trustee, addressed to ____________________, ____________________, Attention: ____________________, or at such other address as the Owner Trustee may designate by notice to the Depositor.

Section 2.03

Purposes and Powers.

  The purpose of the Trust is to, and the Trust shall have the power and authority to, engage only in the following activities:

(i)

to issue and sell on the Closing Date the Notes pursuant to the Indenture and supplements thereto, and the Trust Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement;

(ii)

with the proceeds of the sale of the Notes, to purchase, in accordance with the Basic Documents, pools of the Trust Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the organizational and transactional expenses of the Trust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement;

(iii)

to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture;

(iv)

to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party;

(v)

to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing;

(vi)

subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Noteholders; and

(vii)  if so directed by the Administrator, and subject to the satisfaction of the Notice Condition, to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes.

The Trust shall not engage in any activity other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Section 2.04

Appointment of the Owner Trustee.

  The Depositor hereby confirms the appointment of the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.  The Owner Trustee acknowledges receipt in trust from the Depositor as of the date of the Original Trust Agreement, of the sum of one dollar, which constituted the initial Trust Estate.

Section 2.05

Declaration of Trust.

  The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Owners, subject to the obligations of the Trust under the Basic Documents and the Eligible Lender Trust Agreement (Issuer).  It is the intention of the parties hereto that the Trust constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code (the “Statutory Trust Act”) and that this Agreement constitute the governing instrument of the Trust.  Pursuant to Section 3810 of the Statutory Trust Act, the Owner Trustee filed a certificate of trust with the Delaware Secretary of State on the date of the Original Trust Agreement in order to form the Trust.

Section 2.06

Situs of Trust.

  The Trust will be located and administered in the State of Delaware.  All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware.  The Trust shall not have any employees in any state other than in the State of Delaware.  The Trust’s only office is and will be at the office of the Owner Trustee as set forth herein.

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTEREST

Section 3.01

Issuance of Trust Certificate.

  (a)  As of the date of the Original Trust Agreement, the Owner Trustee has issued and delivered to the Depositor a Trust Certificate in the name of the Depositor evidencing 100% of the beneficial interest in the Trust.

(b)

Each Trust Certificate shall be executed by manual signature on behalf of the Owner Trustee by one of its authorized officers.  Trust Certificates bearing the manual signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Owner Trustee shall bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate or does not hold such office at the date of such Trust Certificate.  Each Trust Certificate shall be dated the date of its issuance.

Section 3.02

Registration and Transfer of Certificates.

  (a)  The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates.  No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws.

(b)

The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof.  Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require.  Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and i ssue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage.  In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage.  Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer.  The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate.

(c)

As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Section 3.03

Lost, Stolen, Mutilated or Destroyed Certificates.

  If (i) any mutilated Trust Certificate is surrendered to the Owner Trustee, or (ii) the Owner Trustee receives evidence to its satisfaction that any Trust Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Owner Trustee together with such security or indemnity as may be requested by the Owner Trustee to save it harmless, the Owner Trustee shall execute and deliver a new Trust Certificate for the same Ownership Percentage as the Trust Certificate so mutilated, destroyed, lost or stolen, of like tenor and bearing a different issue number, with such notations, if any, as the Owner Trustee shall determine.

Section 3.04

Limitation on Transfer of Ownership Rights.

  No transfer of a beneficial interest in the Trust represented by a Trust Certificate shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit B hereof, (ii) such Person has a net worth as shown by its most recent audited financial statements of not less than the product of $10,000,000 and such Person’s Ownership Percentage after the proposed transfer and (iii) the Owner Trustee shall have received a written Opinion of Counsel in form and substance satisfactory to the Owner Trustee stating that such transfer is exempt from the 1933 Act and any applicable state securities law.  

Section 3.05

Assignment of Right to Distributions.

  An Owner may assign all or any part of its right to receive distributions hereunder, but such assignment (in the absence of a permitted transfer) shall effect no change in the ownership of the Trust.

Section 3.06

Transfer.

  Notwithstanding anything to the contrary herein, no transfer of a beneficial interest in the Trust represented by a Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions) shall be permitted unless the transferee is a United States person within the meaning of Section 7701(a)(30) of the Code and the Owner Trustee shall have received an Opinion of Counsel, at the expense of the transferring Owner, to the effect that such transfer will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) employee benefit plans, retirement arrangements, individual retirement accounts or Keogh plans subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any federal, state, local or foreign law materially similar to the foregoing provisions of ERISA or the Code, or (b) entities (including insurance company general accounts) whose underlying assets include plan assets by reason of the investment by any such plans, arrangements or accounts in such entities (a “Benefit Plan Investor”).  Each transferee of a Trust Certificate shall be required to represent (a) that it is not a Benefit Plan Investor and is not acquiring such Trust Certificate with the assets of a Benefit Plan Investor and (b) that if such Trust Certificate is subsequently deemed to be a plan asset it will dispose of such Trust Certificate.  Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

Section 3.07

Federal Income Tax Allocations.

  In the event a Trust Certificate is transferred in compliance with Section 3.06, net income of the Trust for any Accrual Period as determined for U.S. federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Owners, pro rata based upon their Ownership Percentage.

ARTICLE IV

CONCERNING THE OWNERS

Section 4.01

Action by Owners with Respect to Certain Matters.

  (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust.  Such direction may be exercised at any time by written instruction of the Owners.  

(b)

The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action.

(c)

With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners:

(i)

the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans);

(ii)

the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(iii)

the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;

(iv)

the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or

(v)

the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture.

(d)

Notwithstanding anything to the contrary herein, the Trust shall at all times:

(i)

practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person;

(ii)

observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity;

(iii)

observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act;

(iv)

act solely in its name and through its duly authorized officers or agents in the conduct of its businesses;

(v)

manage its business and affairs by or under the direction of the Owners, as set forth herein;

(vi)

ensure that all of its actions are duly authorized;

(vii)

own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business;

(viii)

not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the O wners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof;

(ix)

other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person;

(x)

maintain its financial records separate and apart from those of any other Person;

(xi)

not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity;

(xii)

compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services;

(xiii)

maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof;

(xiv)

conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name;

(xv)

have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity;

(xvi)

account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds;

(xvii)

allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity;

(xviii)

refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer;

(xix)

remain solvent;

(xx)

not commingle its property with the property of any of the Owners or any other Person;

(xxi)

prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust;

(xxii)

maintain a sufficient number of employees in light of its contemplated business operations;

(xxiii)

not acquire obligations or securities of any of the Owners;

(xxiv)

hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity;

(xxv)

maintain adequate capital in light of its contemplated business operations;

(xxvi)

not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and

(xxvii)

conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documents.

Section 4.02

Tax Treatment, Tax Elections and Other Tax Matters.

  It is the intention of the parties hereto that the Trust shall be classified for U.S. federal income tax purposes as a mere security arrangement or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not be treated as an association (or publicly-traded partnership) taxable as a corporation.  Neither the Depositor, the Trust, nor the Owner Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes.  All provisions of this Agreement shall be construed and the affairs of the Trust shall be conducted to achieve the aforementioned treatment for U.S. federal income tax purposes, and the Noteholders shall agree that all transactions contemplated by this Agreement will be reported on all applicable tax returns consistently with the aforementioned treatment.

Section 4.03

Representations and Warranties of the Depositor.

  The Depositor hereby represents and warrants to the Owner Trustee as follows:

(a)

Upon the receipt of the Trust Estate by the Owner Trustee under this Agreement, the Trust will have good title to the Trust Estate free and clear of any lien.

(b)

The Trust is not, and will not be upon conveyance of the Trust Estate to the Owner Trustee, an “Investment Company” or under the “control” of an “Investment Company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(c)

This Agreement has been duly and validly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Depositor, enforceable in accordance with its terms.

Section 4.04

No Contrary Actions.

  No Owner shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.03 or 4.01 nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05

Owner Voting.

  To the extent any Owner is required to or has the right to vote with respect to any action, inaction, amendment or supplement pursuant to the terms of this Agreement or any other Basic Document, such vote shall be determined without reference to Trust Certificates held by the Depositor or any of its Affiliates.

ARTICLE V

INVESTMENT AND APPLICATION OF TRUST FUNDS

Section 5.01

Investment of Trust Funds.

  Income with respect to and proceeds of the Trust Estate which are received by the Owner Trustee more than one day prior to a Distribution Date shall be invested and reinvested by the Owner Trustee in Eligible Investments in accordance with the written direction of the Servicer.  All such investments shall have a maturity date no later than the Business Day preceding the next Distribution Date unless they are redeemable at the option of the Owner Trustee prior to maturity.  Interest earned from such investment and reinvestment shall be credited to the Trust Estate.

Section 5.02

Application of Funds.

  (a) Income with respect to and proceeds of the Trust Estate held by the Owner Trustee on a Distribution Date shall be applied by the Owner Trustee on such Distribution Date in the following order:

(i)

first, pay any amounts due to the Owner Trustee under this Agreement;

(ii)

second, to pay any amounts then due to any Person under the Basic Documents; and

(iii)

third, to pay any other expenses of the Trust.

(b)

Income and proceeds with respect to the Trust Estate held by the Owner Trustee on a Distribution Date after the application of funds pursuant to Section 5.02(a) shall be distributed on such Distribution Date to the Owners, in proportion to their respective Ownership Percentages, determined as of the close of business on the Business Day immediately preceding such Distribution Date.  All payments to be made under this Agreement by the Owner Trustee shall be made only from the income and proceeds of the Trust Estate and only to the extent that the Owner Trustee has received such income or proceeds.

(c)

With each distribution to an Owner pursuant to Section 5.02(b) above, the Owner Trustee shall deliver a distribution date statement setting forth, for the period since the preceding Distribution Date:

(i)

income and proceeds received by the Owner Trustee with respect to the Trust Estate;

(ii)

amounts paid to the Owner Trustee;

(iii)

amounts paid by the Owner Trustee to any Person pursuant to the Basic Documents; and

(iv)

amounts paid for other expenses of the Trust.

(d)

In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners on a pro rata basis.  The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Section 5.03

Method of Payment.

All amounts payable to the Owners pursuant to this Agreement shall be paid by the Owner Trustee to such Owner or a nominee therefor by check payable to such Owner, mailed first class to the address of such Owner appearing on the register maintained pursuant to Section 3.02 hereof, or by crediting the amount to be distributed to such Owner to an account maintained with the Owner Trustee or by transferring such amount by wire transfer in immediately available funds to a banking institution with bank wire transfer facilities for the account of such Owner, as instructed in writing from time to time by such Owner.  The Owner Trustee may require an Owner to pay any wire transfer fees incurred in connection with any wire transfer made to such Owner.

Section 5.04

No Segregation of Moneys; No Interest.

Subject to Section 5.01, moneys received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

ARTICLE VI

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

Section 6.01

General Authority.

  The Owner Trustee is authorized to take all actions required or permitted to be taken by it pursuant to the terms of the Eligible Lender Trust Agreement (Issuer) and the Basic Documents.

Section 6.02

Specific Authority.

  The Owner Trustee is hereby authorized and directed to execute and deliver the Eligible Lender Trust Agreement (Issuer) and the Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the Eligible Lender Trust Agreement (Issuer) and the Basic Documents.

Section 6.03

General Duties.

  It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and to administer the Trust in the interest of the Owners.  Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to the extent the Administrator or the Servicer has agreed in the Administration Agreement or the Servicing Agreement, respectively, to perform any act of or to discharge any duty of the Owner Trustee hereunder or under the Eligible Lender Trust Agreement (Issuer) or any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator or the Servicer to carry out its obligations under the Administration Agreement and the Ser vicing Agreement, respectively.

Section 6.04

Accounting and Reports to the Owners, the Internal Revenue Service and Others.

  The Administrator shall (i) maintain or cause to be maintained the books of the Trust on a calendar year basis on the accrual method of accounting, (ii) deliver to each Owner, within 60 days of the end of each fiscal year, or more often, as may be required by the Code and the regulations thereunder, a copy of the annual financial statement of the Trust for such Fiscal Year and a statement in such form and containing such information as may be required by such regulations, and as is necessary and appropriate to enable each Owner to prepare its federal and state income tax returns, (iii) prepare (or cause to be prepared), and shall be solely responsible for the preparation of, all federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust, (iv) sign such returns, or any other information, statements or schedu les in the manner required by law, (v) file, on a timely basis, such returns and such of the above information, or any other information, statements or schedules, as may be required under applicable tax laws, and (vi) cause to be mailed to each Owner copies of all such reports and tax returns of the Trust.

Section 6.05

Signature of Returns.

  The Administrator or its duly authorized agent shall sign on behalf of the Trust the tax returns and other Commission Filings of the Trust, unless applicable law requires an Owner to sign such documents, in which case, so long as the Depositor is an Owner and applicable law allows the Depositor to sign any such document, the Depositor shall sign such document.  At any time that the Depositor is not an Owner, or is otherwise not allowed by law to sign any such document, then the Owner required by law to sign such document shall sign.

Section 6.06

Right to Receive Instructions.

  In the event that the Owner Trustee is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the Eligible Lender Trust Agreement (Issuer) or any Basic Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, the Eligible Lender Trust Agreement (Issuer) or any Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action which the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Depositor requesting instructions and, to the extent that the Owner Trustee shall have acted or refrained from acting in good faith in accordance with any instructions received from the Owners, the Owner Trustee shall not be liable on account of such action or inaction to any Person.  If the Owner Trustee shall not have received appropriate instructions within ten days of such notice (or within such shorter period of time as may be specified in such notice) the Owner Trustee may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, the Eligible Lender Trust Agreement (Issuer) or the Basic Documents, as the Owner Trustee shall deem to be in the best interests of the Owners, and the Owner Trustee shall have no liability to any Person for such action or inaction.  Notwithstanding the foregoing, the Depositor shall not provide any instructions to the Owner Trustee that would result in or cause a significant change to the permissible activities of the Trust

Section 6.07

No Duties Except as Specified in this Agreement or in Instructions.

  The Owner Trustee shall not have any duty or obligation to manage, make any payment in respect of, register, record, sell, dispose of or otherwise deal with the Trust Estate, prepare or file any tax, qualification to do business or securities law filings or reports or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement and no implied duties or obligations shall be read into this Agreement against the Owner Trustee.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate which result from claims against the Owner Trustee personally that are not related to the ownership or the administratio n of the Trust Estate or the transactions contemplated by the Eligible Lender Trust Agreement (Issuer) or the Basic Documents.

Section 6.08

No Action Except Under Specified Documents or Instructions.

  The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, and (ii) in accordance with instructions delivered to the Owner Trustee pursuant to Section 6.06 hereof.

Section 6.09

Sarbanes-Oxley Filings.

  Notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach of any Basic Document.

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01

Acceptance of Trusts and Duties.

  The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Agreement.  The Owner Trustee shall not be personally liable under any circumstances, except (i) for its own willful misconduct or gross negligence, (ii) for liabilities arising from the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.07 hereof, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Basic Documents.  In particular, but not by way of limitation:

(a)

The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an Authorized Officer of the Owner Trustee;

(b)

The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Owner;

(c)

No provision of this Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d)

Under no circumstance shall the Owner Trustee be personally liable for any indebtedness of the Trust under the Eligible Lender Trust Agreement (Issuer) or any Basic Document; and

(e)

The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor, or for the form, character, genuineness, sufficiency, value or validity of any Collateral or the Trust Estate, or for or in respect of the validity or sufficiency of the Eligible Lender Trust Agreement (Issuer) or the Basic Documents.

Section 7.02

Furnishing of Documents.

  The Owner Trustee shall furnish to the Owners, promptly upon receipt thereof, duplicates or copies of all material reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee hereunder (other than documents originated by or otherwise furnished to the Owners).

Section 7.03

Reliance; Advice of Counsel.

  (a)  The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or any assistant treasurer or the secretary or any assistant secretary of th e relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)

In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under any of the Basic Documents, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Section 7.04

Not Acting in Individual Capacity.

  Except as expressly provided in this Article VII, in accepting the trusts hereby created the Owner Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or the Basic Documents shall look only to the Trust Estate for payment or satisfaction thereof.

ARTICLE VIII

COMPENSATION OF THE OWNER TRUSTEE

Section 8.01

Owner Trustee’s Fees and Expenses.

  The Owner Trustee shall receive compensation from the Owners for its services hereunder as set forth in a separate fee arrangement with the Owner Trustee and the Depositor, a copy of which is attached hereto as Exhibit C.  The Owner Trustee shall be entitled to be reimbursed by the Owners for its reasonable expenses hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and duties under this Agreement and the Basic Documents.

Section 8.02

Indemnification.

  The Owners shall be jointly and severally liable for, and hereby agree to indemnify the ____________________ and its successors, assigns, agents and servants (collectively, the “Indemnified Persons”), from and against, any and all liabilities, obligations, losses, damages, taxes (other than taxes incurred as the result of the payment of fees and expenses pursuant to Section 8.01 hereof), claims, actions, suits, costs, expenses and disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may be imposed on, incurred by or asserted at any time against the Indemnified Persons (whether or not indemnified against by other parties) in any way relating to or arising out of this Agreement, the Eligible Lender Trust Agreement (Issuer), any Basic Document, the administration of the Trust Estate o r the action or inaction of the Owner Trustee hereunder, except only that the Owners shall not be required to indemnify ____________________ for Expenses arising or resulting from any of the matters described in the second sentence of Section 7.01.  To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Owners prior to the final disposition of any matter upon receipt by the Owners of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement.  The obligations of the Owners pursuant to this Section 8.02 shall be borne (as between the Owners inter se) in proportion to their respective Ownership Percentages.  The indemnities contained in this Section 8.02 shall survive the resignation or removal of the Owner Trustee or the termination of this Agreement. &nbs p;The indemnities contained in this Section 8.02 extend only to ____________________ in its individual capacity and shall not be construed as indemnities of the Trust Estate.

Section 8.03

Payments to the Owner Trustee.

  Any amounts paid to the Owner Trustee from the Trust Estate pursuant to this Article VIII shall be deemed not to be part of the Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST

Section 9.01

Termination of Trust.

  (a)  The Trust shall dissolve and the Trust Estate shall, subject to compliance with Section 3808 of the Statutory Trust Act, be distributed to the Owners in accordance with their respective Ownership Percentages upon the sale or other final disposition by the Owner Trustee of the Trust Estate and the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of this Agreement and the Basic Documents.  Upon the dissolution of the Trust, after paying or making reasonable provision for the payment of all liabilities of the Trust in accordance with applicable law, the Owner Trustee, at the direction and expense of the Depositor, shall file a certificate of cancellation with the Delaware Secretary of State and, thereupon, the Trust shall terminate and this Agreement (other than Article VII I) shall be of no further force or effect.

(b)

The bankruptcy, death or incapacity of any Owner shall not operate to terminate this Agreement, nor entitle such Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto.

Section 9.02

No Termination by Depositor or Owners.

  Except as provided in Section 9.01 hereof, neither the Depositor nor the Owners shall be entitled to terminate or revoke the Trust established hereunder.

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01

Resignation of Owner Trustee; Appointment of Successor.

  
(a)  The Owner Trustee may resign at any time without cause by giving at least 60 days’ prior written notice to the Owners, such resignation to be effective upon the acceptance of appointment by a successor owner trustee under Section 10.01(b) below.  In addition, the Owners may at any time remove the Owner Trustee without cause by an instrument in writing delivered to the Owner Trustee, such removal to be effective upon the acceptance of appointment by a successor owner trustee under Section 10.01(b) below.  In case of the resignation or removal of the Owner Trustee, the Owners may appoint a successor owner trustee by an instrument signed by the Owners.  If a successor owner trustee shall not have been appointed within 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or the Owners may apply to any court of competent jurisdiction to appoint a successor owner trustee to act until such time, if any, as a successor owner trustee shall have been appointed as provided above.  Any successor owner trustee so appointed by such court shall immediately and without further act be superseded by any successor owner trustee appointed as above provided within one year from the date of the appointment by such court.

(b)

Any successor owner trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor owner trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named the Owner Trustee herein; but nevertheless, upon the written request of such successor owner trustee and payment of all amounts due and owing to it, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor owner trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor owner trustee all moneys or oth er property then held or subsequently received by such predecessor Owner Trustee upon the trusts herein expressed.

(c)

The Owner Trustee shall at all times be a corporation or association (i) meeting the requirements of Section 3807(a) of the Delaware Statutory Trust Act, (ii) being subject to supervision or examination by federal or state authorities, and (iii) having (or having a parent which has) a rating of at least investment grade by the Rating Agencies.  If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 10.01, the Owner Trustee shall resign immediately i n the manner and with the effect specified in this Section 10.01.

(d)

Any person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any person to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 10.01(c) hereof, be the Owner Trustee under this Agreement without further act.

Section 10.02

Appointment of Additional Owner Trustees.

  At any time or times for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Owner Trustee, by an instrument in writing, may appoint one or more individuals or corporations to act as separate trustee or separate trustees of all or any part of the Trust Estate to the full extent that local law makes it necessary or appropriate for such separate trustee or separate trustees to act alone.

ARTICLE XI

MISCELLANEOUS

Section 11.01

Supplements and Amendments.

  (a) Notwithstanding anything herein to the contrary, so long as any amount owed under the Notes remain outstanding, the Trust shall not amend Section 2.03, 3.04, 3.05, 4.01, 4.04, 4.05, 9.01 or 9.02 or this Article XI without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Amount of the Notes).

(b)

Subject to (c) and (d) below, this Agreement may be amended only by a written instrument signed by the Owner Trustee and all of the Owners at the time of such amendment and with the satisfaction of the Notice Condition with respect to such  amendment; provided, however, that if, in the opinion of the Owner Trustee, any instrument required to be so executed adversely affects any right, duty or liability of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or any of the documents contemplated hereby to which the Owner Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Owner Trustee or any document contemplated hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole discretion decline to execute such instrument.

(c)

This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or the Owners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders or the Owners; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Owners; provided, further, that such action shall not result in or cause a significant change to the permissible activities of the Trust.

(d)

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) with the consent of the Owners of Trust Certificates evidencing not less than a majority of the aggregate Ownership Percentage, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Owners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Owners or (b) reduce the aforesaid percentage of the aggregate ou tstanding amount of the Notes and the Ownership Percentage of Trust Certificates required to consent to any such amendment, without the consent of all the outstanding Noteholders and Owners.

(e)

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Owner and the Indenture Trustee.

(f)

It shall not be necessary for the consent of the Owners or the Noteholders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Owners shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(g)

Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

(h)

As a condition to entering into any amendment or supplement of this Agreement pursuant to this Section 11.01, the Owner Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Section 11.02

No Legal Title to Trust Estate in Owner.

  The Owners shall not have legal title to any part of the Trust Estate.  To the fullest extent permitted by Delaware law, including, without limitation, Sections 3805(a) and 3809 of the Statutory Trust Act, no Owner shall have a direct ownership interest in the Trust Estate.  Pursuant to Section 3805(c) of the Statutory Trust Act, an Owner’s interest in the Trust is personal property notwithstanding the nature of the property comprising the Trust Estate and no Owner has an interest in specific property comprising the Trust Estate.  No transfer, by operation of law or otherwise, of any right, title and interest of the Owners in and to their undivided beneficial interest in the Trust Estate hereunder shall operate to terminate this Agreement or the trusts hereunder or entitle any successor transferee to an accounting or to the transfer to it of legal title to an y part of the Trust Estate.

Section 11.03

Pledge of Collateral by Owner Trustee is Binding.

  The pledge of the Trust Estate to any Person by the Owner Trustee made under any Basic Document and pursuant to the terms of this Agreement shall bind the Owners and shall be effective to transfer or convey the rights of the Owner Trustee and the Owners in and to the Trust Estate to the extent set forth in such Basic Document.  No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such pledge or as to the application of any proceeds with respect thereto by the Owner Trustee.

Section 11.04

Limitations on Rights of Others.

  Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Owner Trustee and the Owners any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.05

Notices.

  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and delivered by hand or mailed by certified mail, postage prepaid, if to the Owner Trustee, addressed to ____________________, ____________________, Attention: ____________________, or to such other address as the Owner Trustee may have set forth in a written notice to the Owners; and if to an Owner, addressed to it at the address set forth for such Owner in the register maintained by the Owner Trustee.  Whenever any notice in writing is required to be given by the Owner Trustee hereunder, such notice shall be deemed given and such requirement satisfied 72 hours after such notice is mailed by certified mail, postage prepaid, addressed as provided above; any notice given by an Owner to the Owner Trustee shall be effective upon receipt by an Authorized Officer of the Owner Trustee.

Section 11.06

Severability.

  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.07

Separate Counterparts.

  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.08

Successors and Assigns.

  All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Owner Trustee and its successors and assigns and each Owner and its successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by an Owner shall bind the successors and assigns of such Owner.

Section 11.09

Headings.

  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.10

Governing Law.

  This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance.  Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

Section 11.11

No Petition.

  The Depositor will not, prior to the date which is one year and one day after the termination of the Indenture, institute against the Trust any bankruptcy proceedings under any U.S. federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the other Basic Documents.

Section 11.12

Non-Confidential.

  Notwithstanding anything to the contrary contained in this Agreement, all persons may disclose to any and all persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the Trust Certificates, the Notes and the Trust, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Trust Certificates, the Notes and the Trust, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such U.S. federal, state and local tax treatment, other than the name of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, and any pricing terms or other nonpublic business or financial information that is unrelated to the U.S. federal , state and local tax treatment of the Trust Certificates, the Notes and the Trust to the taxpayer unless any such information is relevant to understanding the U.S. federal, state and local tax treatment of the Trust Certificates, the Notes and the Trust to the taxpayer.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01

Intent of the Parties; Reasonableness.

  The Depositor and the Owner Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Depositor, nor the Owner Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation A B.  In connection therewith, the Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information reasonably necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB as it relates to the Owner Trustee.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SLC STUDENT LOAN RECEIVABLES I, INC., as Depositor

By:

__________________________________

Name:

Title:

____________________,

as Owner Trustee

By:

_____________________________

      Name:  

      Title:

EXHIBIT A

FORM OF TRUST CERTIFICATE

THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS.  THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04 OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEREE’S COMPLIANCE WITH THE NET WORTH REQUIREMENTS OF SECTION& nbsp;3.04 OF THE TRUST AGREEMENT.

TRUST CERTIFICATE
OF SLC STUDENT LOAN TRUST 20__-__

Certificate No.___

This certifies that ___________________ is the owner of a ____% undivided beneficial interest in the assets of SLC Student Loan Trust 20__-__, a Delaware statutory trust (the “Trust”), existing pursuant to an amended and restated trust agreement, dated as of __________, 20__ (the “Trust Agreement”), between ____________________, as owner trustee (the “Owner Trustee”), and SLC Student Loan Receivables I, Inc. (the “Depositor”).  This Trust Certificate is issued pursuant to and is entitled to the benefits of the Trust Agreement, and each Owner by acceptance hereof shall be bound by the terms of the Trust Agreement.  Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof.  The Owner Trustee may treat the person shown on the register maintained by the Owner T rustee pursuant to Section 3.02 of the Trust Agreement as the absolute Owner hereof for all purposes.

Capitalized terms used herein without definition have the meanings ascribed to them in or by reference in the Trust Agreement.

Transfer of this Trust Certificate is subject to certain restriction and limitations set forth in the Trust Agreement.  In the manner more fully set forth in, and as limited by, the Trust Agreement, this Trust Certificate may be transferred upon the books of the Trust by the registered Owner in person or by his attorney duly authorized in writing upon surrender of this Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, whereupon the Trust shall issue in the name of the transferee a Trust Certificate or Trust Certificates evidencing the amount and extent of interest of the transferee.

The Owner hereof, by its acceptance of this Trust Certificate, warrants and represents to the Owner Trustee and to the Owners of the other Trust Certificates issued under the Trust Agreement and agrees (a) that it is jointly and severally liable for all fees, expenses, taxes, indemnity payments and other charges of the Trust pursuant to the Trust Agreement, (b) not to transfer this Trust Certificate except in accordance with the Trust Agreement and (c) that is bound by the terms of the Trust Agreement, including, without limitation, Sections 8.01 and 8.02 thereof.

This Trust Certificate and the Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules).

IN WITNESS WHEREOF, the Trust, pursuant to the Trust Agreement, has caused this Trust Certificate to be issued as of the date hereof.

SLC STUDENT LOAN TRUST 20__-__

By:

____________________,
not in its individual capacity but solely as Owner Trustee

By

_________________________________
Name____________________________
Title_____________________________

EXHIBIT B

FORM OF ACCESSION AGREEMENT

_________, 20__

____________________
____________________

Attention:  ____________________

Dear Sirs:

We refer to the Amended and Restated Trust Agreement, dated as of __________, 20__ (the “Trust Agreement”), between SLC Student Loan Receivables I, Inc. (the “Company”), and ____________________, a ____________________ (in its capacity as owner trustee thereunder, the “Owner Trustee”).  We propose to purchase a beneficial interest in SLC Student Loan Trust 20__-__, a Delaware statutory trust (the “Trust”) formed pursuant to the Trust Agreement.  Capitalized terms used herein without definition have the meanings given them in the Trust Agreement.

1.

We hereby confirm that at the date hereof our net worth exceeds the minimums set forth in Section 3.04 of the Trust Agreement.

2.

We hereby further agree, as provided and to the extent specified in the Trust Agreement, to be jointly and severally liable with any other holders of trust certificates with respect to the Trust for all fees, expenses, taxes, indemnity payments and other liabilities of the Trust in accordance with the terms of the Trust Agreement, including, pursuant to Sections 8.01 and 8.02 thereof, those incurred by ____________________ in its capacity as Owner Trustee in the administration of the Trust thereunder, to the extent such fees, expenses, taxes, indemnity payments and other liabilities of the Trust or the Owner Trustee, as the case may be, with respect to the Trust, are not paid out of the Trust Estate; provided, however, that we will be liable only for obligations of the Trust arising on and after the date hereof.

3.

We understand that our Trust Certificate is not being registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities or “Blue Sky” law and is being sold to us in a transaction that is exempt from the registration requirements of the 1933 Act and any applicable state laws.

4.

We have knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Trust, we are able to bear the economic risk of investment in the Trust and we are an accredited investor as defined in Regulation D under the 1933 Act.

5.

We are acquiring our Trust Certificate for our own account and not for the benefit of any other person and not with a view to any distribution of our beneficial interest in the Trust subject, nevertheless, to the understanding that disposition of our property shall at all times be and remain within our control.

6.

We agree that our beneficial interest in the Trust must be held indefinitely by us unless subsequently registered under the 1933 Act and any applicable state securities or “Blue Sky” law or unless exemptions from the registration requirements of the 1933 Act and applicable state laws are available.

7.

We agree that in the event that at some future time we wish to dispose of or exchange any of our beneficial interest in the Trust, we will not transfer or exchange any of our beneficial interest in the Trust unless:

(A) (1) if such transfer or exchange is a sale, the sale price is at least $250,000, (2) the transfer or exchange is made to an Eligible Purchaser (as defined below), (3) a letter to substantially the same effect as this letter is executed promptly by such Eligible Purchaser or by an Eligible Dealer (as defined below) on behalf of such Eligible Purchaser (4) all offers or solicitations in connection with the sale (if a sale), whether made directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever and (5) the Owner Trustee has received an Opinion of Counsel to the effect that such transfer will not cause the Trust to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect; or

(B) our beneficial interest in the Trust is sold in a transaction that does not require registration under the 1933 Act and any applicable State “Blue Sky” law.

“Eligible Purchaser” means an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein.

“Eligible Dealer” means any corporation or other entity having as a principal business acting as a broker or dealer in securities.

8.

We understand that our Trust Certificate bears a legend to substantially the following effect:

THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS.  THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE TRANSFEREE HAS DELIVERED TO THE OWNER TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION 3.04 OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE OWNER TRUSTEE WITH EVIDENCE SATISFACTORY TO THE OWNER TRUSTEE DEMONSTRATING THE TRANSFEREE’S COMPLIANCE WITH THE NET WORTH REQUIREMENTS OF SECTION 3.04 OF THE TRUST AGREEMENT.

9.

We are not (i) an employee benefit plan, retirement arrangement, individual retirement account or Keogh plan subject to either Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Code, or (2) an entity (including an insurance company general account) whose underlying assets include plan assets by reason of the investment by such plans, arrangements or accounts in any such entity.

10.

We are a U.S. Person as defined in Section 7701(a)(30) of the Code.

11.

We agree to be bound by all the terms and conditions of our Trust Certificate and the Trust Agreement.

Very truly yours,

______________________________
[Name of Purchaser]

By

_________________________________
Name_______________________________
Title________________________________

Accepted and Acknowledged
this ___ day of ____________, 20__.

____________________,
as Owner Trustee

By:

_________________________________
Name: _____________________________
Title: ______________________________

EXHIBIT C

OWNER TRUSTEE COMPENSATION AGREEMENT

[To Be Provided For Each Transaction]

EX-4.4

EXHIBIT 4.4

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

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”).

W I T N E S S E T H:

WHEREAS, the Grantor is not an eligible lender under the Higher Education Act of 1965, as amended, or related regulations promulgated by the U.S. Secretary of Education (collectively, the “Act”) and, as such, cannot hold loans made and reinsured under Title IV of the Act as an eligible lender;

WHEREAS, it is the intention of the parties that certain loans (the “Trust Student Loans”) reinsured under Title IV of the Act and made to persons for post-secondary education at eligible institutions be acquired from time to time by the Eligible Lender Trustee on behalf of the Grantor (any such Trust Student Loans are hereinafter collectively referred to as the “Portfolio”);

WHEREAS, the Eligible Lender Trustee is an eligible lender under and as defined in the Act;

WHEREAS, the Eligible Lender Trustee has agreed to hold legal title to the Trust Student Loans for the benefit of the Grantor;

WHEREAS, the Eligible Lender Trustee and certain Guarantors have entered or will enter into Guarantee Agreements with respect to the Trust Student Loans; and

WHEREAS, the Grantor intends to provide the Eligible Lender Trustee with written instruction on all aspects of the management of the Trust Student Loans;

NOW, THEREFORE, for and in consideration of the promises and of the mutual covenants contained herein, and for other valuable consideration, the receipt of which is hereby acknowledged, the Grantor covenants and agrees with the Eligible Lender Trustee as follows:

Section 1.Definitions.  Capitalized terms used herein and not otherwise defined in this Section 1 shall have the meanings specified in the Indenture.

“Administration Agreement” shall mean the Administration Agreement, dated as of __________, 20__, by and among The Student Loan Corporation, as servicer and administrator, the Grantor and the Trust.

“Guarantee Agreement” shall mean any agreement between any Guarantor and the Eligible Lender Trustee providing for the payment by the Guarantor of amounts authorized to be paid pursuant to the Higher Education Act to holders of qualifying Trust Student Loans guaranteed in accordance with the Higher Education Act by such Guarantor.

“Guarantor” shall mean any entity listed on Attachment C (as amended from time to time) to the Sale Agreement or the Purchase Agreement, as applicable.

“Indenture” shall mean the Indenture, dated as of __________, 20__, by and among the Trust, the Indenture Trustee, the Eligible Lender Trustee and the Indenture Administrator.

“Indenture Administrator” shall mean Citibank, N.A., as indenture administrator under the Indenture.

“Indenture Trustee” shall mean ____________________, as indenture trustee under the Indenture.

“Interest Subsidy Payments” shall mean payments, designated as such, consisting of interest subsidies by the Secretary of Education in respect of the Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Owner Trustee” shall mean ____________________, a ____________________, not in its individual capacity but solely as owner trustee under the Trust Agreement.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization or a government, or any agency or political subdivision thereof.

“Purchase Agreement” shall mean the Master Terms Purchase Agreement, dated as of __________, 20__, by and among The Student Loan Corporation, the Eligible Lender Trustee on behalf of The Student Loan Corporation, the Grantor and the Eligible Lender Trustee on behalf of the Grantor, and the purchase agreement or agreements entered into thereunder.

“Sale Agreement” shall mean the Master Terms Sale Agreement, dated as of __________, 20__, by and among the Trust, the Eligible Lender Trustee on behalf of the Trust, the Grantor and the Eligible Lender Trustee on behalf of the Grantor, and the sale agreement or agreements entered into thereunder.

“Secretary of Education” shall mean the Secretary of Education, the United States Department of Education, or any other officer, board, body, commission or agency succeeding to the functions thereof under the Act.

“Servicing Agreement” shall mean the Servicing Agreement, dated __________, 20__, by and among The Student Loan Corporation, as servicer and administrator, and the Trust.

“Special Allowance Payments” shall mean payments, designated as such, consisting of effective interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Trust” shall mean SLC Student Loan Trust 20__-__.

“Trust Agreement” shall mean the Short-Form Trust Agreement, dated as of __________, 20__, by and between the Grantor and the Owner Trustee, as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of __________, 20__, by and between the Grantor and the Owner Trustee.

Section 2.Creation of the Trust Estate.  (a)  The Grantor hereby assigns, transfers and sets over to the Eligible Lender Trustee, in trust for the benefit of the Grantor, all of the Grantor’s right, title and interest in and to the Trust Student Loans that at any time may comprise the Portfolio, the receipt of which right, title, and interest is hereby acknowledged by the Eligible Lender Trustee and which trust is hereby accepted by the Eligible Lender Trustee, upon the following express terms and conditions and with the powers and limitations hereinafter conferred and set forth.

(b)The Portfolio and any other properties held in trust hereunder are collectively referred to herein as the “Trust Estate.”

Section 3.Servicing Agreements.  Servicing of loans included in the Portfolio shall be carried out by an eligible third-party servicer of federally guaranteed Trust Student Loans pursuant to the Servicing Agreement executed with such entity.  At the time of creation of the Trust Estate, each loan to be included in the Trust Estate shall be a loan serviced by The Student Loan Corporation and, if sub-serviced, sub-serviced by Citibank (South Dakota), National Association or by another servicer or sub-servicer mutually agreed to in writing by the parties hereto.

Section 4.Eligible Lender Trustee’s Execution of Agreements Pertaining to Loans Solely in Capacity as Eligible Lender Trustee.  The Grantor shall cause all agreements for the origination, purchase, servicing, financing or sale of Trust Student Loans in the Trust Estate to which the Eligible Lender Trustee is a party to indicate clearly that the Eligible Lender Trustee is executing each such agreement solely in its capacity as Eligible Lender Trustee and not in its individual capacity.

This provision is not intended to apply, however, to Guarantee Agreements executed by the Eligible Lender Trustee pursuant to Section 7 hereof, or to limit the Eligible Lender Trustee’s legal responsibility to the Secretary of Education under 34 CFR § 682.203(b).

Section 5.Dispositive Provisions.  The Eligible Lender Trustee shall pay to the Indenture Trustee, promptly upon receipt thereof, any and all income and payments (other than payments made by the Grantor) received by the Eligible Lender Trustee in connection with the Trust Estate, including without limitation the following payments to be received with respect to Trust Student Loans: scheduled payments of principal, interest, late fees and penalties by borrowers, prepayments of principal and interest by borrowers; all grants, subsidies, donations, Interest Subsidy Payments, and Special Allowance Payments, and all default and other claim payments made by any Gua rantor.

Section 6.Reserved Rights of Invasion.  The Grantor expressly reserves and retains the right, at any time and from time to time, by a notice in writing signed by an authorized officer of the Grantor and filed with the Eligible Lender Trustee, to withdraw from the corpus of the Trust Estate any or all of the Trust Estate, so long as such withdrawal will not adversely affect any of the benefits that the Trust Student Loans are entitled to under the Act.

Subject to the terms of the Indenture, the Administration Agreement and the Servicing Agreement, it is an express provision and term of this trust that any of the powers which the Grantor reserves to itself are to be exercised only by the Grantor in its sole discretion, and not as a power to be subject to exercise by any other Person, or under any process of law for the Grantor’s benefit, or for the benefit of the Grantor’s creditors by any other Person or court whatsoever.

Section 7.Eligible Lender Trustee’s Duties and Powers.  The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties:

(a)Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements.

(b)Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate.

(c)The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio.

(d)Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate.

(e)The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct.

(f)The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge.  When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets.

(g)Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee.

(h)The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith.  The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care.  The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice.

(i)The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts.  The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor.  The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.  Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents.  For the purposes of this Agreement, “Responsible Officer” means any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary or any other officer of the Eligible Lender Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Agreement.

Section 8.Limitation on Eligible Lender Trustee’s Duties.  (a)  The Eligible Lender Trustee shall perform only those duties as may be required from time to time under the terms of this Agreement in connection with the Eligible Lender Trustee’s holding of Trust Student Loans that comprise the Trust Estate.  The Eligible Lender Trustee shall have no obligation to the Grantor to administer, service or collect such Trust Student Loans or to maintain or monitor administration, servicing or collection procedures followed in connection with such Trust Student Loans, except insofar as specific functions in that regard are required of t he Eligible Lender Trustee pursuant to the express terms of Section 7 hereof and appropriate written instructions and indemnity of the Grantor.  The Eligible Lender Trustee shall not be required to expend any of its own funds in connection with this Agreement or its duties hereunder or under any related documents or agreements pertaining to the Trust Estate.

(b)Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall be construed to limit the Eligible Lender Trustee’s legal responsibility to the Secretary of Education in its capacity as Eligible Lender Trustee for any violations of statutory or regulatory requirements that may occur with respect to Trust Student Loans in the Portfolio, pursuant to 34 CFR §682.203(b) or any successor provision thereto.  The Eligible Lender Trustee agrees not to delay paying any liability the Eligible Lender Trustee owes to the Secretary by reason of such a violation for the purpose of first being indemnified by the Grantor for such payment.

(c)The Eligible Lender Trustee shall not be responsible for any recital herein or for the recording or re-recording, filing, re-filing of any document or any supplement or amendment thereto, or the filing of financial statements, or for the validity of the execution by the Grantor of this Agreement, or of any supplemental agreements or instruments of further assurance, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof.

(d)The Eligible Lender Trustee shall be protected in acting in reasonable reliance upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel, which may be counsel for the Grantor or the Eligible Lender Trustee’s in-house counsel), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons.

(e)As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Eligible Lender Trustee shall be entitled to rely upon a certificate signed by an authorized officer on behalf of the Grantor as sufficient evidence of the facts therein contained.

(f)The permissive right of the Eligible Lender Trustee to do things enumerated in this Agreement shall not be construed as a duty.

Section 9.Administration and Servicing of Portfolio.  (a)  The Grantor is hereby appointed by the Eligible Lender Trustee as its agent to originate, manage, service, administer, and make collections on Trust Student Loans in the Portfolio.  The Grantor shall perform its duties with reasonable care, following its customary standards, policies and procedures and using that degree of skill and attention that the Grantor exercises with respect to all comparable loans that it originates, services, or administers for itself or others.  Without limiting the generality of the foregoing, the Grantor is authorized and empowered by the Elig ible Lender Trustee to execute and deliver, on behalf of itself, the Eligible Lender Trustee or both of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Trust Student Loans in the Portfolio, except as otherwise required by the Act.  The Eligible Lender Trustee will furnish the Grantor with any powers of attorney or other documents reasonably necessary or appropriate to enable the Grantor to carry out its servicing and administrative duties hereunder.

(b)The Grantor may at any time without notice or consent delegate any or all of its duties under this Agreement to any person; provided, that the Grantor shall at all times retain full responsibility for the duties performed by any such party.  The Grantor may at any time perform specific duties under this Agreement through subcontractors; provided, that the Grantor shall at all times retain full responsibility for the duties performed by such subcontractors.

(c)To assure uniform quality in origination and servicing of the Trust Student Loans and to reduce administrative costs, the Eligible Lender Trustee hereby appoints the Grantor, and the Grantor accepts such appointment, to act as agent of the Eligible Lender Trustee as custodian of the Trust Student Loans in the Portfolio, which are hereby constructively delivered to the Eligible Lender Trustee with respect to each such Trust Student Loan.

Section 10.Compensation and Indemnification of Eligible Lender Trustee.  The Eligible Lender Trustee shall be entitled to reasonable compensation for all services rendered by it in the execution of the trust created hereunder and in the exercise and performance of any of the powers and duties of the Eligible Lender Trustee hereunder.  The Eligible Lender Trustee shall also be entitled to reimbursement from the Grantor for all reasonable costs and out-of-pocket expenses incurred by the Eligible Lender Trustee.  Such costs and expenses shall be billed to the Grantor at the cost of the Eligible Lender Trustee.  Such expenses shall i nclude all expenses, disbursements and advances incurred or made by the Eligible Lender Trustee in accordance with the duties required under any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) and those duties expressly required by law which may not be transferred to the Grantor.

The Grantor hereby agrees to promptly indemnify the Eligible Lender Trustee and any director, officer, employee or agent of the Eligible Lender Trustee for, and to hold them harmless against, any loss, liability, claim, expense (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) or advance incurred or made without negligence or bad faith on the part of the Eligible Lender Trustee, including without limitation reasonable attorneys’ fees and expenses, arising out of or in connection with the acceptance or administration of the Trust or this Agreement pursuant hereto, including without limitation, the servicing of the Portfolio by third-party servicers pursuant to Section 3 above.  Such indemnification by the Grantor sh all survive the termination of this Agreement and/or resignation or removal of the Eligible Lender Trustee and shall include, without limitation, any loss, liability, expense or advance incurred or made by the Eligible Lender Trustee as a result of the acts or omissions of any servicer in the organization or servicing of any of the Trust Student Loans.

Section 11.Resignation and Removal of Eligible Lender Trustee and Appointment of Successor to the Eligible Lender Trustee.  (a)  The Eligible Lender Trustee may at any time resign by giving written notice to the Grantor.  Upon receiving such notice of resignation, the Grantor shall promptly appoint a successor to the Eligible Lender Trustee by an instrument in writing.  If no successor to the Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Grantor shall have an additional 30 days to secure a successor to the Eligible Lender Trust ee for the Trust Estate.  If the Grantor has not appointed a successor to the Eligible Lender Trustee within 60 days after the Eligible Lender Trustee has given its notice of resignation, the Eligible Lender Trustee shall have the authority to petition, at the expense of the Grantor, a court of competent jurisdiction to appoint a successor to the Eligible Lender Trustee.

(b)The Grantor may at any time remove the Eligible Lender Trustee and appoint a successor to the Eligible Lender Trustee by written instrument.

(c)Any resignation or removal of the Eligible Lender Trustee and appointment of a successor to the Eligible Lender Trustee, pursuant to any of the provisions of this section, shall become effective only upon the effective date of the acceptance of the appointment by the successor to the Eligible Lender Trustee.

Section 12.Assignment; Corporate Changes in Eligible Lender Trustee.  Any bank, corporation or other entity into which the Eligible Lender Trustee may be merged or converted or with which it may be consolidated; any bank, corporation or other entity resulting from any merger, conversion or consolidation to which the Eligible Lender Trustee shall be a party; and any bank, corporation or other entity to which the Eligible Lender Trustee’s rights and obligations hereunder are assigned, shall be the Eligible Lender Trustee under this Agreement without any further act; provided, that the result ing bank, corporation, assignee or other entity at all times meets the qualifications set forth in Section 14 hereof.  The Eligible Lender Trustee’s rights and obligations hereunder may not be assigned to an entity that would not meet the qualifications set forth in Section 14 hereof upon receipt of such assignment.  The Eligible Lender Trustee shall take responsible steps to ensure that an entity that becomes a successor to the Eligible Lender Trustee under this section meets the qualifications set forth in Section 14 at all times during which such successor to the Eligible Lender Trustee holds legal title to the Trust Student Loans comprising the Portfolio.  The Eligible Lender Trustee shall use its commercially reasonable efforts to give the Grantor at least 120 days’ written notice of any corporate change described in this Section 12.

Section 13.Termination.  The Grantor may at any time, in accordance with the provisions of Section 6 hereof, direct the Eligible Lender Trustee to distribute all of the assets then held in trust to the Grantor or such other Person as the Grantor may designate in writing, and upon such distribution this Agreement and the trust created hereunder shall terminate.

Section 14.Qualifications of Eligible Lender Trustee and Successor to the Eligible Lender Trustee.  The Eligible Lender Trustee, and any successor to the Eligible Lender Trustee, shall at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio maintain (a) eligible lender status under the Act; (b) an eligible lender identification number, as eligible lender trustee for the Grantor, issued by the Secretary of Education; (c) at the written direction of the Grantor, all Guarantee Agreements with all Guarantors on loans as to which it holds legal title in its capacity as Eligible Lender Trustee hereunder; and (d) all corporate powers and governmental licenses, authorizations, consents, and approvals required for it to act as Eligible Lender Trustee and hold legal title to the Trust Student Loans comprising the Portfolio.

Section 15.Quarterly Reports to Eligible Lender Trustee.  Not later than 60 days following the end of each calendar quarter during the term hereof, the Grantor shall provide to the Eligible Lender Trustee a report setting forth the total dollar amount of loan disbursements made or acquired for the Trust Estate during such calendar quarter.

Section 16.Governing Law.  This Eligible Lender Trust Agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law.

Section 17.Miscellaneous Provisions.  All covenants and agreements herein and statements delivered pursuant hereto shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  This agreement supersedes all previous agreements and understandings between the parties with respect to the subject matter hereof.  The Agreement may only be changed, modified, or discharged, and any rights or obligations hereunder may only be waived, by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.

Section 18.Notice.  All communications, notices and approvals provided for hereunder shall be in writing and personally delivered, mailed by registered or certified mail, return receipt requested or sent by facsimile, to the Grantor at SLC Student Loan Receivables I, Inc., 750 Washington Blvd., 9th Floor, Stamford, Connecticut 06901, Attention: General Counsel, Facsimile: (203) 975-6299; to the Eligible Lender Trustee at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Global Transaction Services – SLC Student Loan Trust 20__-__, Facsimile No. (949) 951-3204; or at such other address or number as either party may he reafter designate by notice to the other party.  Notice given in any such communication shall be deemed to have been given upon receipt.

Section 19.Partial Invalidity.  Any provisions of this Eligible Lender Trust Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 20.Counterparts.  This Eligible Lender Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 21.                      No Petition.  The Eligible Lender Trustee shall not, prior to the date which is one year and one day after the termination of this Eligible Lender Trust Agreement, institute against the Grantor, or join in any institution against the Grantor of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any U.S. federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the other Basic Documents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Eligible Lender Trust Agreement on the day and year first above written.

SLC STUDENT LOAN RECEIVABLES I, INC.,

as Grantor

By

Name:

Title:

CITIBANK, N.A.,

as Eligible Lender Trustee

By

Name:

Title:

EX-4.5

EXHIBIT 4.5

ELIGIBLE LENDER TRUST AGREEMENT

between

SLC STUDENT LOAN TRUST 20__-__

as Grantor

and

CITIBANK, N.A.

as Eligible Lender Trustee

Dated as of __________, 20__

ELIGIBLE LENDER TRUST AGREEMENT

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

W I T N E S S E T H:

WHEREAS, the Grantor is not an eligible lender under the Higher Education Act of 1965, as amended, or related regulations promulgated by the U.S. Secretary of Education (collectively, the “Act”) and, as such, cannot hold loans made and reinsured under Title IV of the Act as an eligible lender;

WHEREAS, it is the intention of the parties that certain loans (the “Trust Student Loans”) reinsured under Title IV of the Act and made to persons for post-secondary education at eligible institutions be acquired from time to time by the Eligible Lender Trustee on behalf of the Grantor (any such Trust Student Loans are hereinafter collectively referred to as the “Portfolio”);

WHEREAS, the Eligible Lender Trustee is an eligible lender under and as defined in the Act;

WHEREAS, the Eligible Lender Trustee has agreed to hold legal title to the Trust Student Loans for the benefit of the Grantor;

WHEREAS, the Eligible Lender Trustee and certain Guarantors have entered or will enter into Guarantee Agreements with respect to the Trust Student Loans; and

WHEREAS, the Grantor intends to provide the Eligible Lender Trustee with written instruction on all aspects of the management of the Trust Student Loans;

NOW, THEREFORE, for and in consideration of the promises and of the mutual covenants contained herein, and for other valuable consideration, the receipt of which is hereby acknowledged, the Grantor covenants and agrees with the Eligible Lender Trustee as follows:

Section 1.Definitions.  Capitalized terms used herein and not otherwise defined in this Section 1 shall have the meanings specified in the Indenture.

“Administration Agreement” shall mean the Administration Agreement, dated as of __________, 20__, by and among The Student Loan Corporation, as servicer and administrator, SLC Student Loan Receivables I, Inc., as depositor, and the Grantor.

“Guarantee Agreement” shall mean any agreement between any Guarantor and the Eligible Lender Trustee providing for the payment by the Guarantor of amounts authorized to be paid pursuant to the Higher Education Act to holders of qualifying Trust Student Loans guaranteed in accordance with the Higher Education Act by such Guarantor.

“Guarantor” shall mean any entity listed on Attachment C (as amended from time to time) to the Sale Agreement or the Purchase Agreement, as applicable.

“Indenture” shall mean the Indenture, dated as of __________, 20__, by and among the Grantor, the Indenture Trustee, the Eligible Lender Trustee and the Indenture Administrator.

“Indenture Administrator” shall mean Citibank, N.A., as indenture administrator under the Indenture.

“Indenture Trustee” shall mean ____________________, as indenture trustee under the Indenture.

“Interest Subsidy Payments” shall mean payments, designated as such, consisting of interest subsidies by the Secretary of Education in respect of the Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on behalf of the Grantor in accordance with the Higher Education Act.

“Owner Trustee” shall mean ____________________, a ____________________, not in its individual capacity but solely as owner trustee under the Trust Agreement.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization or a government, or any agency or political subdivision thereof.

“Purchase Agreement” shall mean the Master Terms Purchase Agreement, dated as of __________, 20__, by and among The Student Loan Corporation, the Eligible Lender Trustee on behalf of The Student Loan Corporation, the Depositor and the Eligible Lender Trustee on behalf of the Depositor, and the purchase agreement or agreements entered into thereunder.

“Sale Agreement” shall mean the Master Terms Sale Agreement, dated as of __________, 20__, by and among the Grantor, the Eligible Lender Trustee on behalf of the Grantor, the Depositor and the Eligible Lender Trustee on behalf of the Depositor, and the sale agreement or agreements entered into thereunder.

“Secretary of Education” shall mean the Secretary of Education, the United States Department of Education, or any other officer, board, body, commission or agency succeeding to the functions thereof under the Act.

“Servicing Agreement” shall mean the Servicing Agreement, dated __________, 20__, by and among The Student Loan Corporation, as servicer and administrator, and the Grantor.

“Special Allowance Payments” shall mean payments, designated as such, consisting of effective interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on behalf of the Grantor in accordance with the Higher Education Act.

“Trust Agreement” shall mean the Short-Form Trust Agreement, dated as of __________, 20__, by and between the Depositor and the Owner Trustee, as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of __________, 20__, by and between the Depositor and the Owner Trustee.

Section 2.Creation of the Trust Estate.  (a)  The Grantor hereby assigns, transfers and sets over to the Eligible Lender Trustee, in trust for the benefit of the Grantor, all of the Grantor’s right, title and interest in and to the Trust Student Loans that at any time may comprise the Portfolio, the receipt of which right, title, and interest is hereby acknowledged by the Eligible Lender Trustee and which trust is hereby accepted by the Eligible Lender Trustee, upon the following express terms and conditions and with the powers and limitations hereinafter conferred and set forth.

(b)The Portfolio and any other properties held in trust hereunder are collectively referred to herein as the “Trust Estate.”

Section 3.Servicing Agreements.  Servicing of loans included in the Portfolio shall be carried out by an eligible third-party servicer of federally guaranteed Trust Student Loans pursuant to the Servicing Agreement executed with such entity.  At the time of creation of the Trust Estate, each loan to be included in the Trust Estate shall be a loan serviced by The Student Loan Corporation and, if sub-serviced, sub-serviced by Citibank (South Dakota), National Association or by another servicer or sub-servicer mutually agreed to in writing by the parties hereto.

Section 4.Eligible Lender Trustee’s Execution of Agreements Pertaining to Loans Solely in Capacity as Eligible Lender Trustee.  The Grantor shall cause all agreements for the origination, purchase, servicing, financing or sale of Trust Student Loans in the Trust Estate to which the Eligible Lender Trustee is a party to indicate clearly that the Eligible Lender Trustee is executing each such agreement solely in its capacity as Eligible Lender Trustee and not in its individual capacity.

This provision is not intended to apply, however, to Guarantee Agreements executed by the Eligible Lender Trustee pursuant to Section 7 hereof, or to limit the Eligible Lender Trustee’s legal responsibility to the Secretary of Education under 34 CFR § 682.203(b).

Section 5.Dispositive Provisions.  The Eligible Lender Trustee shall pay to the Indenture Trustee, promptly upon receipt thereof, any and all income and payments (other than payments made by the Grantor) received by the Eligible Lender Trustee in connection with the Trust Estate, including without limitation the following payments to be received with respect to Trust Student Loans:  scheduled payments of principal, interest, late fees and penalties by borrowers, prepayments of principal and interest by borrowers; all grants, subsidies, donations, Interest Subsidy Payments, and Special Allowance Payments, and all default and other c laim payments made by any Guarantor.

Section 6.Reserved Rights of Invasion.  The Grantor expressly reserves and retains the right, at any time and from time to time, by a notice in writing signed by an authorized officer of the Grantor and filed with the Eligible Lender Trustee, to withdraw from the corpus of the Trust Estate any or all of the Trust Estate, so long as such withdrawal will not adversely affect any of the benefits that the Trust Student Loans are entitled to under the Act.

Subject to the terms of the Indenture, the Administration Agreement and the Servicing Agreement, it is an express provision and term of this trust that any of the powers which the Grantor reserves to itself are to be exercised only by the Grantor in its sole discretion, and not as a power to be subject to exercise by any other Person, or under any process of law for the Grantor’s benefit, or for the benefit of the Grantor’s creditors by any other Person or court whatsoever.

Section 7.Eligible Lender Trustee’s Duties and Powers.  The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties:

(a)Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements.

(b)Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate.

(c)The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio.

(d)Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate.

(e)The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct.

(f)The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Grantor, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge.  When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Grantor debts with non-Grantor assets.

(g)Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee.

(h)The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith.  The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by th e Eligible Lender Trustee in the exercise of such care.  The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice.

(i)The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts.  The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor.  The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Tru stee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.  Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor under any Basic Documents.  For the purposes of this Agreement, “Responsible Officer” means any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary or any other officer of the Eligible Lender Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Agreement.

Section 8.Limitation on Eligible Lender Trustee’s Duties.  (a)  The Eligible Lender Trustee shall perform only those duties as may be required from time to time under the terms of this Agreement in connection with the Eligible Lender Trustee’s holding of Trust Student Loans that comprise the Trust Estate.  The Eligible Lender Trustee shall have no obligation to the Grantor to administer, service or collect such Trust Student Loans or to maintain or monitor administration, servicing or collection procedures followed in connection with such Trust Student Loans, except insofar as specific functions in that regard are required of the Eligible Lender Trustee pursuant to the express terms of Section 7 hereof and appropriate written instructions and indemnity of the Grantor.  The Eligible Lender Trustee shall not be required to expend any of its own funds in connection with this Agreement or its duties hereunder or under any related documents or agreements pertaining to the Trust Estate.

(b)Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall be construed to limit the Eligible Lender Trustee’s legal responsibility to the Secretary of Education in its capacity as Eligible Lender Trustee for any violations of statutory or regulatory requirements that may occur with respect to Trust Student Loans in the Portfolio, pursuant to 34 CFR § 682.203(b) or any successor provision thereto.  The Eligible Lender Trustee agrees not to delay paying any liability the Eligible Lender Trustee owes to the Secretary by reason of such a violation for the purpose of first being indemnified by the Grantor for such payment.

(c)The Eligible Lender Trustee shall not be responsible for any recital herein or for the recording or re-recording, filing, re-filing of any document or any supplement or amendment thereto, or the filing of financial statements, or for the validity of the execution by the Grantor of this Agreement, or of any supplemental agreements or instruments of further assurance, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof.

(d)The Eligible Lender Trustee shall be protected in acting in reasonable reliance upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel, which may be counsel for the Grantor or the Eligible Lender Trustee’s in-house counsel), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons.

(e)As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Eligible Lender Trustee shall be entitled to rely upon a certificate signed by an authorized officer on behalf of the Grantor as sufficient evidence of the facts therein contained.

(f)The permissive right of the Eligible Lender Trustee to do things enumerated in this Agreement shall not be construed as a duty.

Section 9.Administration and Servicing of Portfolio.  (a)  The Grantor is hereby appointed by the Eligible Lender Trustee as its agent to originate, manage, service, administer, and make collections on Trust Student Loans in the Portfolio.  The Grantor shall perform its duties with reasonable care, following its customary standards, policies and procedures and using that degree of skill and attention that the Grantor exercises with respect to all comparable loans that it originates, services, or administers for itself or others.  Without limiting the generality of the foregoing, the Grantor is authorized and emp owered by the Eligible Lender Trustee to execute and deliver, on behalf of itself, the Eligible Lender Trustee or both of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Trust Student Loans in the Portfolio, except as otherwise required by the Act.  The Eligible Lender Trustee will furnish the Grantor with any powers of attorney or other documents reasonably necessary or appropriate to enable the Grantor to carry out its servicing and administrative duties hereunder.

(b)The Grantor may at any time without notice or consent delegate any or all of its duties under this Agreement to any person; provided, that the Grantor shall at all times retain full responsibility for the duties performed by any such party.  The Grantor may at any time perform specific duties under this Agreement through subcontractors; provided, that the Grantor shall at all times retain full responsibility for the duties performed by such subcontractors.

(c)To assure uniform quality in origination and servicing of the Trust Student Loans and to reduce administrative costs, the Eligible Lender Trustee hereby appoints the Grantor, and the Grantor accepts such appointment, to act as agent of the Eligible Lender Trustee as custodian of the Trust Student Loans in the Portfolio, which are hereby constructively delivered to the Eligible Lender Trustee with respect to each such Trust Student Loan.

Section 10.Compensation and Indemnification of Eligible Lender Trustee.  The Eligible Lender Trustee shall be entitled to reasonable compensation for all services rendered by it in the execution of the trust created hereunder and in the exercise and performance of any of the powers and duties of the Eligible Lender Trustee hereunder.  The Eligible Lender Trustee shall also be entitled to reimbursement from the Grantor for all reasonable costs and out-of-pocket expenses incurred by the Eligible Lender Trustee.  Such costs and expenses shall be billed to the Grantor at the cost of the Eligible Lender Trustee.  Suc h expenses shall include all expenses, disbursements and advances incurred or made by the Eligible Lender Trustee in accordance with the duties required under any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) and those duties expressly required by law which may not be transferred to the Grantor.

The Grantor hereby agrees to promptly indemnify the Eligible Lender Trustee and any director, officer, employee or agent of the Eligible Lender Trustee for, and to hold them harmless against, any loss, liability, claim, expense (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) or advance incurred or made without negligence or bad faith on the part of the Eligible Lender Trustee, including without limitation reasonable attorneys’ fees and expenses, arising out of or in connection with the acceptance or administration of the Grantor or this Agreement pursuant hereto, including without limitation, the servicing of the Portfolio by third-party servicers pursuant to Section 3 above.  Such indemnification by the Granto r shall survive the termination of this Agreement and/or resignation or removal of the Eligible Lender Trustee and shall include, without limitation, any loss, liability, expense or advance incurred or made by the Eligible Lender Trustee as a result of the acts or omissions of any servicer in the organization or servicing of any of the Trust Student Loans.

Section 11.Resignation and Removal of Eligible Lender Trustee and Appointment of Successor to the Eligible Lender Trustee.  (a)  The Eligible Lender Trustee may at any time resign by giving written notice to the Grantor.  Upon receiving such notice of resignation, the Grantor shall promptly appoint a successor to the Eligible Lender Trustee by an instrument in writing.  If no successor to the Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Grantor shall have an additional 30 days to secure a successor to the Eli gible Lender Trustee for the Trust Estate.  If the Grantor has not appointed a successor to the Eligible Lender Trustee within 60 days after the Eligible Lender Trustee has given its notice of resignation, the Eligible Lender Trustee shall have the authority to petition, at the expense of the Grantor, a court of competent jurisdiction to appoint a successor to the Eligible Lender Trustee.

(b)The Grantor may at any time remove the Eligible Lender Trustee and appoint a successor to the Eligible Lender Trustee by written instrument.

(c)Any resignation or removal of the Eligible Lender Trustee and appointment of a successor to the Eligible Lender Trustee, pursuant to any of the provisions of this section, shall become effective only upon the effective date of the acceptance of the appointment by the successor to the Eligible Lender Trustee.

Section 12.Assignment; Corporate Changes in Eligible Lender Trustee.  Any bank, corporation or other entity into which the Eligible Lender Trustee may be merged or converted or with which it may be consolidated; any bank, corporation or other entity resulting from any merger, conversion or consolidation to which the Eligible Lender Trustee shall be a party; and any bank, corporation or other entity to which the Eligible Lender Trustee’s rights and obligations hereunder are assigned, shall be the Eligible Lender Trustee under this Agreement without any further act; provided, that the resulting bank, corporation, assignee or other entity at all times meets the qualifications set forth in Section 14 hereof.  The Eligible Lender Trustee’s rights and obligations hereunder may not be assigned to an entity that would not meet the qualifications set forth in Section 14 hereof upon receipt of such assignment.  The Eligible Lender Trustee shall take responsible steps to ensure that an entity that becomes a successor to the Eligible Lender Trustee under this section meets the qualifications set forth in Section 14 at all times during which such successor to the Eligible Lender Trustee holds legal title to the Trust Student Loans comprising the Portfolio.  The Eligible Lender Trustee shall use its commercially reasonable efforts to give the Grantor at least 120 days’ written notice of any corporate change described in this Section 12.

Section 13.Termination.  The Grantor may at any time, in accordance with the provisions of Section 6 hereof, direct the Eligible Lender Trustee to distribute all of the assets then held in trust to the Grantor or such other Person as the Grantor may designate in writing, and upon such distribution this Agreement and the trust created hereunder shall terminate.

Section 14.Qualifications of Eligible Lender Trustee and Successor to the Eligible Lender Trustee.  The Eligible Lender Trustee, and any successor to the Eligible Lender Trustee, shall at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio maintain (a) eligible lender status under the Act; (b) an eligible lender identification number, as eligible lender trustee for the Grantor, issued by the Secretary of Education; (c) at the written direction of the Grantor, all Guarantee Agreements with all Guarantors on loans as to which it holds legal title in its capacity as Eligible Lender Trus tee hereunder; and (d) all corporate powers and governmental licenses, authorizations, consents, and approvals required for it to act as Eligible Lender Trustee and hold legal title to the Trust Student Loans comprising the Portfolio.

Section 15.Quarterly Reports to Eligible Lender Trustee.  Not later than 60 days following the end of each calendar quarter during the term hereof, the Grantor shall provide to the Eligible Lender Trustee a report setting forth the total dollar amount of loan disbursements made or acquired for the Trust Estate during such calendar quarter.

Section 16.Governing Law.  This Eligible Lender Trust Agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law.

Section 17.Miscellaneous Provisions.  All covenants and agreements herein and statements delivered pursuant hereto shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  This agreement supersedes all previous agreements and understandings between the parties with respect to the subject matter hereof.  The Agreement may only be changed, modified, or discharged, and any rights or obligations hereunder may only be waived, by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or disch arge is sought; provided, that any such change, modification, discharge or waiver shall not result in or cause a significant change to the permissible activities of the Grantor.

Section 18.Notice.  All communications, notices and approvals provided for hereunder shall be in writing and personally delivered, mailed by registered or certified mail, return receipt requested or sent by facsimile, to the Grantor at SLC Student Loan Trust 20__-__, c/o ____________________, ____________________, Attention: ____________________; to the Eligible Lender Trustee at Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Global Transaction Services – SLC Student Loan Trust 20__-__, Facsimile No. (949) 951-3204; or at such other address or number as either party may hereafter designate by notice to the other party.  Notice given in any such communication shall be deemed to have been given upon receipt.

Section 19.Partial Invalidity.  Any provisions of this Eligible Lender Trust Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 20.Counterparts.  This Eligible Lender Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 21.Limitation on Liability.  It is expressly understood and agreed by the parties hereto that (a) this Eligible Lender Trust Agreement is executed and delivered by ____________________, not individually or personally but solely as trustee of Grantor, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertaking and agreements herein made on the part of the Grantor is made and intended not as a personal representation undertaking or agreement by ____________________ but is made and intended for the purpose of binding only the Grantor, (c) nothing herein contained sh all be construed as creating any liability on ____________________, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall ____________________ be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor under this Eligible Lender Trust Agreement.

Section 22                      No Petition.  The Eligible Lender Trustee shall not, prior to the date which is one year and one day after the termination of this Eligible Lender Trust Agreement, institute against the Grantor, or join in any institution against the Grantor of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any U.S. federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the other Basic Documents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Eligible Lender Trust Agreement on the day and year first above written.

SLC STUDENT LOAN TRUST 20__-__,

as Grantor

By ____________________, not in its individual capacity but solely as Owner Trustee

Name:

Title:

CITIBANK, N.A.,

as Eligible Lender Trustee

By

Name:

Title:

EX-5.1

EXHIBITS 5.1 and 23.1

March 17, 2010

SLC Student Loan Receivables I, Inc.

750 Washington Boulevard, 9^th Floor

Stamford, Connecticut 06901

Re:

SLC Student Loan Receivables I, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to SLC Student Loan Receivables I, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) relating to the proposed offering from time to time in one or more series (each, a “Series”) by one or more trusts of Student Loan Asset-Backed Notes (the “Notes”).  The Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.  As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the terms of an indenture (each, an “Indenture”) between a trust (each, an “Issuing Entity”) an indenture trustee, an owner or eligible lender trustee, as applicable (each, a “Trustee”), and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.  Each Issuing Entity is to be formed pursuant to amended and restated trust agreement between the Company and an owner trustee, also to be identified in such prospectus supplement.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of the Company as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of the Company and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion, we have also examined and relied upon the Registration Statement, the prospectus and forms of prospectus supplement included therein.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.    

Each opinion set forth below relating to the binding effect of the Notes is subject to the following general qualifications:

(i)

the enforceability of any obligation of the Issuing Entity or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and

(ii)

the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

This opinion letter is limited solely to (i) the Delaware General Corporation Law, as applied by courts located in Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws and (ii) the internal, substantive laws of the State of New York as applied by courts located in New York without regard to choice of law.

Based upon and subject to the foregoing, we are of the opinion that each Series of Notes, when duly authorized by all requisite corporate action of the Company, executed by the applicable Trustee on behalf of the related Issuing Entity and authenticated in accordance with the provisions of the related Indenture, and delivered against payment of the purchase price therefor as described in the Registration Statement, will be duly and validly issued and outstanding, and the holders thereof will be entitled to the benefits of the such Indenture and enforceable against such Issuing Entity in accordance with their terms.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm in the prospectus, under the heading “Legal Matters.”  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Act.

Very truly yours,  

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

EX-8.1

EXHIBITS 8.1 and 23.2

[Letterhead of Bingham McCutchen LLP]

March 17, 2010

SLC Student Loan Receivables I, Inc.

750 Washington Boulevard, 9^th Floor

Stamford, Connecticut 06901

Re:

SLC Student Loan Receivables I, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to SLC Student Loan Receivables I, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) relating to the proposed offering from time to time in one or more series (each, a “Series”) by one or more trusts of Student Loan Asset-Backed Notes (the “Notes”).  The Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.  As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the terms of an indenture (each, an “Indenture”) between a trust (each, an “Issuing Entity”) an indenture trustee, an owner or eligible lender trustee, as applicable (each, a “Trustee”), and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.  Each Issuing Entity is to be formed pursuant to amended and restated trust agreement between the Company and an owner trustee, also to be identified in such prospectus supplement.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of the Company as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of the Company and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion, we have also examined and relied upon the Registration Statement, the prospectus and forms of prospectus supplement included therein.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.    

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America.  

Based on the foregoing and consideration of such other matters as we have deemed appropriate, we are of the opinion that as of the date hereof, the statements set forth in the prospectus under the headings “Prospectus Summary—U.S. Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations,” and in each form of prospectus supplement under the headings “Summary—Certain U.S. Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations,” insofar as they describe certain provisions of federal law, or federal legal conclusions, are correct in all material respects.  

Our opinion above is based upon our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein.  This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein.  We also note that the prospectus and each form prospectus supplement do not relate to a specific transaction and, accordingly, the descriptions of Federal income tax consequences referred to above may require modification in the context of a subsequent transaction.  In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court.  Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm in the prospectus and each form of prospectus supplement, under the heading “Certain U.S. Federal Income Tax Considerations.”  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Act.

Very truly yours,

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

EX-99.1

EXHIBIT 99.1

MASTER TERMS PURCHASE AGREEMENT

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 titl e to the Eligible Loans.

WHEREAS, SLC is the beneficial owner of certain student loans guaranteed under the Higher Education Act, legal title to which student loans is held by the Eligible Lender Trustee on behalf of SLC;

WHEREAS, SLC may desire to sell its interest in such loans from time to time and SLC Receivables may desire to purchase such Loans from SLC; and

WHEREAS, the Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, such Loans on behalf of SLC Receivables.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

Section 1.

Terms.  This Master Terms Purchase Agreement establishes the terms under which SLC (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC) may sell, and SLC Receivables (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC Receivables) may purchase, the Loans (and all obligations of the Borrowers thereunder) specified on each Purchase Agreement as the parties may execute from time to time pursuant to this Master Terms Purchase Agreement.  Each such Purchase Agreement shall be substantially in the form of Attachment A hereto, incorporating by reference the terms of this Master Terms Purchase Agreement, and shall be a separate agreement among SLC, SLC Receivables and the Eligible Lender Trustee on behalf of SLC and SLC Receivables with respect to the Loans covered by the terms of such Purchase Agreement for all purposes.  If the terms of a Purchase Agreement conflict with the terms of this Master Terms Purchase Agreement, the terms of such Purchase Agreement shall supersede and govern.

Section 2.

Definitions.  Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture, dated as of __________, 20__, among SLC Student Loan Trust 20__-__ (the “Trust”), the Eligible Lender Trustee on behalf of the Trust, ____________________, as indenture trustee (the “Indenture Trustee”) and Citibank, N.A., as indenture administrator (the “Indenture Administrator”), as may be amended or supplemented from time to time.

For purposes hereof:

A.

“Account” means all of the Eligible Loans hereunder of one Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

B.

“Bill of Sale” means each document in the form of Attachment C hereto, executed by an authorized officer of SLC, the Eligible Lender Trustee on behalf of SLC, SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, which shall (i) set forth the Loans offered by SLC and the Eligible Lender Trustee on behalf of SLC and accepted for purchase by SLC Receivables (legal title to which shall be held by the Eligible Lender Trustee on behalf of SLC Receivables), (ii) sell, assign and convey to SLC Receivables and its assignees, all right, title (and with respect to legal title, to the Eligible Lender Trustee on behalf of SLC Receivables) and interest of SLC and of the Eligible Lender Trustee on behalf of SLC, in the Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by SLC pursuant to Sections 5(A) and (B) o f this Master Terms Purchase Agreement are true and correct.

C.

“Borrower” means the obligor on a Loan.

D.

“Consolidation Loan” means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

E.

“Cutoff Date” means the Payment Cutoff Date, and with respect to substitutions hereunder, a date agreed to by SLC and SLC Receivables to use in determining the Principal Balance and accrued interest to be capitalized for purposes of completing the Loan Transmittal Summary Form.

F.

“Delinquent” means, for any Loan, the period in which any payment of principal or interest due on such Loan is overdue (after giving effect to all grace, forbearance and deferment periods).

G.

“Eligible Loan” means a Loan offered for sale by SLC under the Purchase Agreement, dated as of the Closing Date, or substituted by SLC under any other Purchase Agreement entered into after the Closing Date, which as of the Cutoff Date, or in the case of a Purchase Agreement entered into after the Closing Date, as of the related Purchase Date, is current or no more Delinquent than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Cutoff Date, or in the case of any Loan substituted pursuant to this Master Terms Purchase Agreement after the Closing Date, as of the applicable Purchase Date:

(i)

is a Consolidation Loan;

(ii)

is owned by SLC and is fully disbursed;

(iii)

is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan, and such Guarantor is, in turn, reinsured by the Department in accordance with the Higher Education Act;

(iv)

bears interest at a stated rate of not more than the maximum rate permitted under the Higher Education Act for such Loan;

(v)

is eligible for the payment of the quarterly special allowance at the three-month financial commercial paper rate or the 91-day treasury bill rate, as applicable;

(vi)

if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a Loan for which interest either is billed quarterly to Borrower or deferred until commencement of the repayment period, in which case such accrued interest is subject to capitalization to the full extent permitted by the applicable Guarantor;

(vii)

[Reserved];

(viii)

contains terms in accordance with those required by FFELP, the Guarantee Agreement and other applicable requirements;

(ix)

does not have a borrower who is noted in the related records of the Servicer as being currently involved in a bankruptcy proceeding;

(x)

[Reserved]; and

(xi)

is supported by the following documentation:

(1)

loan application, and any supplement thereto,

(2)

original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,

(3)

evidence of guarantee,

(4)

any other document and/or record which SLC Receivables may be required to retain pursuant to the Higher Education Act,

(5)

if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Cutoff Date, or, in the case of any Loan substituted pursuant to this Master Terms Purchase Agreement after the Closing Date, as of the related Purchase Date and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,

(6)

if applicable, documentation which supports periods of current or past deferment or past forbearance,

(7)

if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,

(8)

if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,

(9)

if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and

(10)

if applicable, a record of any event resulting in a change to or confirmation of any data in the Loan file.

H.

“Initial Payment” means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

I.

“Loan” means the Eligible Loans evidenced by the Note sold on the Closing Date, or the Eligible Loans evidenced by the Note purchased or substituted on the related Purchase Date in the case of any Loans purchased or substituted pursuant to this Master Terms Purchase Agreement after the Closing Date, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

J.

“Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to SLC by SLC Receivables and completed by SLC that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereon as of the Cutoff Date, or as of the related Purchase Date, in the case of any Loan substituted pursuant to this Master Terms Purchase Agreement after the Closing Date.

K.

“Master Terms Sale Agreement” means the Master Terms Sale Agreement, dated as of __________, 20__, among SLC Receivables, as Seller, the Trust, as Purchaser, and Citibank, N.A., as Eligible Lender Trustee on behalf of SLC Receivables and the Trust.

L.

“Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

M.

“Payment Cutoff Date” means the Closing Date or, in the case of Loans substituted pursuant to this Master Terms Purchase Agreement after the Closing Date, the related Purchase Date as specified in the related Purchase Agreement.

N.

“Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any).

O.

“Purchase Agreement” means a Purchase Agreement (including any attachments thereto), substantially in the form of Attachment A hereto, of which this Master Terms Purchase Agreement forms a part by reference.

P.

“Purchase Date” means with respect to any purchase or substitution, the date of the related Bill of Sale.

Q.

“Purchase Price” means the Initial Payment and the Trust Certificate.

R.

“Secretary” means the United States Secretary of Education or any successor.

S.

“Trust Certificate” means the certificate, substantially in the form of Exhibit A to the Trust Agreement, evidencing the right to receive payments thereon as set forth in Sections 2.8(n) and 2.10(g) of the Administration Agreement.

T.

“Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date plus any student loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6 of the Purchase Agreement or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any student loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto.

Section 3.

Sale/Purchase.

A.

Consummation of Sale and Purchase.  The sale and purchase of Eligible Loans pursuant to the Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) SLC Receivables’s receipt from SLC of the related Bill of Sale, (ii) the payment by SLC Receivables to SLC of the Initial Payment and (iii) the assignment to SLC of the Trust Certificate.  Upon consummation, such sale and purchase shall be effective as of the date of the Bill of Sale.  SLC and SLC Receivables shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement with respect to each Loan.

B.

Settlement of the Initial Payment.  On the Closing Date, SLC Receivables shall pay to SLC the Initial Payment by wire transfer in immediately available funds to the account specified by SLC.

C.

Interest Subsidy and Special Allowance Payments and Rebate Fees.  SLC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on the Loans up to but not including the related Payment Cutoff Date, and shall be responsible for the payment of rebate fees, if any, applicable to Loans accruing up to but not including the related Payment Cutoff Date.  SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Loans accruing from, and including, the related Payment Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to Loans accruing from, and including, the Payment Cutoff Date.

D.

[Reserved].

E.

Intent of the Parties.  With respect to each sale of Loans pursuant to this Master Terms Purchase Agreement and the related Purchase Agreements, it is the intention of SLC, the Eligible Lender Trustee and SLC Receivables, and SLC hereby warrants that, the transfer and assignment constitute a valid sale of such Loans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), and that the beneficial interest in and title to such Loans not be part of SLC’s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC.  If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC shall be deemed to have granted , and in such event does hereby grant, to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), a first priority security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Purchase Agreement shall constitute a security agreement under applicable law.  If such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trustee.

Section 4.

Conditions Precedent to Purchase or Substitution.  Any purchase or substitution of Loans pursuant to this Master Terms Purchase Agreement is subject to the following conditions precedent being satisfied (and SLC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

A.

Activities Prior to the Related Purchase Date.  SLC shall provide any assistance requested by SLC Receivables in determining that all required documentation on the related Loans is present and correct.

B.

Continued Servicing.  Following the execution of a Purchase Agreement, SLC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

C.

Bill of Sale/Loan Transmittal Summary Form.  SLC shall deliver to SLC Receivables:

(i)

a Bill of Sale that has been duly authorized and executed by an authorized officer of SLC, covering the applicable Loans offered by SLC and accepted by SLC Receivables as set forth thereon, selling, assigning and conveying to SLC Receivables and its assignees all right, title (and with respect to legal title, to the Eligible Lender Trustee on behalf of SLC Receivables) and interest of SLC, including the insurance interest of SLC, in each of the related Loans, and stating that the representations and warranties made by SLC in Sections 5(A) and (B) of this Master Terms Purchase Agreement are true and correct on and as of the date of the Bill of Sale; and

(ii)

the Loan Transmittal Summary Form, attached to the Bill of Sale, identifying each of the Eligible Loans which is the subject of the Bill of Sale and setting forth the unpaid Principal Balance of each such Loan.

D.

Endorsement.  SLC and the Eligible Lender Trustee on behalf of SLC shall provide a blanket endorsement transferring the entire interest of SLC (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC) in the Loans to SLC Receivables (and with respect to legal title, to the Eligible Lender Trustee on behalf of SLC Receivables) with the form of endorsement provided for in the related Purchase Agreement.

At the direction of and in such form as SLC Receivables may designate, SLC also agrees to individually endorse any Eligible Loan as SLC Receivables may request from time to time.

E.

[Reserved].

F.

Loan Transfer Statement.  Upon SLC Receivables’s request, SLC shall deliver to SLC Receivables one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by SLC Receivables, executed by SLC and dated the date of the related Bill of Sale.  SLC and the Eligible Lender Trustee on behalf of SLC agree that SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by SLC and the Eligible Lender Trustee on behalf of SLC to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables of the Loans listed on the related Bill of Sale.

G.

Power of Attorney.  SLC and the Eligible Lender Trustee on behalf of SLC hereby grant to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of SLC any Eligible Loan to evidence the transfer of such Eligible Loan to SLC Receivables and the Eligible Lender Trustee for the benefit of SLC Receivables and to cause to be transferred physical possession of any Note from SLC or the Servicer to SLC Receivables or any custodian on its behalf.

Section 5.

Representations and Warranties of SLC and the Eligible Lender Trustee.

A.

General.  SLC and the Eligible Lender Trustee represent and warrant to SLC Receivables that with respect to a portfolio of Loans, as of the date of each Purchase Agreement and Bill of Sale:

(i)

The Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)

The Eligible Lender Trustee is duly incorporated and existing under the laws of its governing jurisdiction;

(iii)

SLC is duly incorporated and existing under the laws of its governing jurisdiction;

(iv)

The Eligible Lender Trustee and SLC have all requisite power and authority to enter into and to perform the terms of the Master Terms Purchase Agreement and each Purchase Agreement and Bill of Sale; and

(v)

The Eligible Lender Trustee and SLC will not, with respect to any Loan purchased under Purchase Agreements executed pursuant to this Master Terms Purchase Agreement, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of SLC Receivables.

B.

Particular.  SLC represents and warrants to SLC Receivables as to the Loans purchased by SLC Receivables or substituted by SLC under the related Purchase Agreement and each Bill of Sale executed pursuant to this Master Terms Purchase Agreement as of the date of the related Purchase Agreement, or as of the date otherwise noted:

(i)

SLC has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to the Loans;

(ii)

This Master Terms Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from SLC;

(iii)

The Loans constitute either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC;

(iv)

The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct;

(v)

SLC is authorized to sell, assign, transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase or substitution by SLC, will be made pursuant to and consistent with the laws and regulations under which SLC operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which SLC is a party or by which SLC or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;

(vi)

The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);

(vii)

No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee;

(viii)

As of the Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Cutoff Date or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee on behalf of SLC Receivables as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(ix)

Any payments on the Loans received by SLC that have been allocated to the reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the applicable Loans as of the Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct;

(x)

Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;

(xi)

All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(xii)

Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal and state laws;

(xiii)

No Loan is more than __________ days Delinquent as of __________, 20__ or, in the case of any purchase following the Closing Date, as of the date of the Purchase Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xiv)

SLC hereby warrants that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLC to the Eligible Lender Trustee, for the benefit of and on behalf of SLC Receivables, and that the beneficial interest in and title to such Loans shall not be part of SLC’s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC;

(xv)

With respect to the first sale of Loans from SLC (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the SLC) to SLC Receivables (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the SLC Receivables), SLC has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to SLC Receivables hereunder;

(xvi)

Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan.  For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note.  The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of SLC Receivables.  All financing statements filed or to be filed against SLC in favor of SLC Receivables in connection herewith describing the Loans contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee”;

(xvii)

Other than the security interest granted to SLC Receivables pursuant to this Master Terms Purchase Agreement, SLC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans.  SLC has not authorized the filing of and is not aware of any financing statements against SLC that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any other security interest that has been terminated.  SLC is not aware of any judgment or tax lien filings against SLC; and

(xviii)

No Borrower of a Loan as of the Cutoff Date or, in the case of any substitution following the Closing Date, as of the date of the related Purchase Agreement, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

C.

The Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)

The Eligible Lender Trustee is duly incorporated and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of _________.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Master Terms Purchase Agreement, each Purchase Agreement and each Bill of Sale;

(ii)

The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of this Master Terms Purchase Agreement and each Purchase Agreement, and this Master Terms Purchase Agreement and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Master Terms Purchase Agreement and each Purchase Agreement on its behalf;

(iii)

Neither the execution nor the delivery by it of this Master Terms Purchase Agreement and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or __________ state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and

(iv)

The Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by this Master Terms Purchase Agreement, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

Section 6.

Repurchase of Trust Student Loans; Reimbursement.  Each party to this Master Terms Purchase Agreement shall give notice to the other parties promptly, in writing, upon the discovery of any breach of SLC's representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a material adverse effect (individually or in the aggregate) on the Noteholders.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, SLC shall cure the breach, reimburse the Trust or repurchase any affected Trust Student Loan not later than 210 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, SLC shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period.  SLC shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6 an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan.

Anything in this Section 6 to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of a breach by SLC or the Servicer, exceeds 1% of the Initial Pool Balance, SLC (and the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Administrator on behalf of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Initial Pool Balance.  The Trust Student Loans to be purchased by SLC and the Servicer pursuant t o the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6) with Trust Student Loans with the earliest such date to be repurchased first.

In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6, SLC shall remit the Purchase Amount in the manner and at the time specified in Section 2.6 of the Administration Agreement.

In lieu of repurchasing Trust Student Loans pursuant to this Section 6, SLC may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(1)

status (i.e., in-school, grace, deferment, forbearance or repayment);

(2)

program type (i.e., unsubsidized or subsidized Consolidation Loan);

(3)

school type (if available);

(4)

total return;

(5)

principal balance; and

(6)

remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6, SLC shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such substituted Loans will be executed and delivered by the applicable parties.

In the event that SLC elects to substitute Eligible Loans pursuant to this Section 6, SLC will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  SLC shall also remit to the Administrator an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.6 of the Administration Agreement.

The sole remedy of SLC Receivables, the Indenture Trustee and the Noteholders with respect to a breach by SLC pursuant to Sections 5(A) and (B) hereof shall be to require SLC to purchase such Trust Student Loans, to reimburse SLC Receivables as provided above or to substitute Eligible Loans pursuant to this Section 6.  None of the Eligible Lender Trustee, the Indenture Trustee or the Indenture Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

In addition, the Eligible Lender Trustee shall have no responsibility for reviewing any Trust Student Loan or any documents in connection therewith to determine if a Trust Student Loan is an Eligible Loan or to determine whether any document is valid and binding, any assignments or endorsements are in proper form or to inspect, review or examine any documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose.

Section 7.

Obligation to Remit Subsequent Payments and Forward Communications.  (A)  Any payment received by SLC with respect to amounts accrued after the date of the related Bill of Sale for any Loan sold to SLC Receivables, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by SLC in trust for the account of SLC Receivables and SLC hereby disclaims any title to or interest in any such amounts.  Within three (3) Business Days following the date of receipt, SLC shall remit to SLC Receivables an amount equal to any such payments along with a listing on a form provided by SLC Receivables identifying the Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

A.

Any written communication received at any time by SLC with respect to any Loan subject to this Master Terms Purchase Agreement or the related Purchase Agreement shall be transmitted by SLC to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

Section 8.

Continuing Obligation of the Seller.  SLC shall provide all reasonable assistance necessary for SLC Receivables to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLC owned the related Loan, or (b) a payment made or alleged to have been made to SLC.  Further, SLC agrees to execute any financing statements at the request of SLC Receivables in order to reflect SLC Receivables’s interest in the Loans.

Section 9.

Liability of the Seller; Indemnities.  SLC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLC under this Master Terms Purchase Agreement and each related Purchase Agreement.

(i)

SLC shall indemnify, defend and hold harmless SLC Receivables and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of SLC Receivables, not including any taxes asserted with respect to, and as of the date of, the sale of the Loans to the Eligible Lender Trustee on behalf of SLC Receivables, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)

SLC shall indemnify, defend and hold harmless SLC Receivables and the Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of SLC Receivables and the Eligible Lender Trustee from and against any and all costs, expenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLC’s willful misfeasance, bad faith or negligence in the performance of its duties under this Master Terms Purchase Agreement, or by reason of reckless disregard of its obligations and duties under this Master Terms Purchase Agreement.

(iii)

SLC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to this Master Terms Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee; (b) shall arise from any breach by the Eligible Lender Trustee of its covenants made under any of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in this Master Terms Purchase Agreement or any Purchase Agreement.

Indemnification under this Section 9 shall survive the resignation or removal of the Eligible Lender Trustee and the termination of this Master Terms Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation.  If SLC shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLC, without interest.

Section 10.

Merger or Consolidation of, or Assumption of the Obligations of, the Seller.  Any Person (a) into which SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLC shall be a party or (c) which may succeed to the properties and assets of SLC substantially as a whole, shall be the successor to SLC without the execution or filing of any document or any further act by any of the parties to this Master Terms Purchase Agreement; provided, however, that SLC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than SLC, executes an agreement of assumption to perform every obligation of SLC under this Master Terms Purchase Agreement, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLC, shall have delivered to SLC Receivables an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Notice Condition shall have been satisfied with respect to such transaction; (iv) if SLC is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate, and (v) if SLC is not the surviving entity, SLC shall have delivered to SLC Receivables an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been filed that are necessary fully to preserve and protect the interest of SLC Receivables and the Eligible Lender Trustee, respectively, in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Section 11.

Limitation on Liability of SLC and Others.  SLC and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way SLC’s obligations under Section 6).  SLC shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Master Terms Purchase Agreement or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLC will constitute the sole remedy available to SLC Receivables for uncured breaches; provided, however, that the information with respect to the Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Loans listed on the related Bill of Sale is less than the aggregate Principal Balance of the Loans stated on the related Bill of Sale, SLC shall remit such amount to the Eligible Lender Trustee, for the benefit of and on behalf of SLC Receivables.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Section 12.

Limitation on Liability of Eligible Lender Trustee.  
(A) Notwithstanding anything contained herein to the contrary, this Master Terms Purchase Agreement and any Purchase Agreement have been signed by Citibank, N.A. not in its individual capacity but solely in its capacity as Eligible Lender Trustee for SLC Receivables and in no event shall Citibank, N.A. in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of SLC Receivables under this Master Terms Purchase Agreement or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of SLC Receivables.

A.

It is expressly understood and agreed by the parties hereto that (a) this Master Terms Purchase Agreement is executed and delivered by Citibank, N.A., not individually or personally but solely as Eligible Lender Trustee for SLC and Eligible Lender Trustee for SLC Receivables, in the exercise of the powers and authority conferred and vested in it under the Eligible Lender Trust Agreements, (b) under no circumstances shall Citibank, N.A. be personally liable for the payment of any indebtedness or expenses of SLC or SLC Receivables or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by SLC or SLC Receivables under this Master Terms Purchase Agreement or any other Purchase Agreement, and (c) all Persons having any claim against SLC or SLC Receivables by reason of the transactions contemplated by this Master Terms Purchase Agreement or any other Purch ase Agreement shall look only to SLC or SLC Receivables, respectively, for payment or satisfaction thereof.

Section 13.

Expenses.  Except as otherwise provided herein or in the Indenture, SLC and SLC Receivables shall each pay its own expense incurred in connection with the preparation, execution and delivery of this Master Terms Purchase Agreement and any Purchase Agreement and the transactions contemplated herein or therein.

Section 14.

Survival of Covenants/Supersession.  All covenants, agreements, representations and warranties made herein and in or pursuant to any Purchase Agreements executed pursuant to this Master Terms Purchase Agreement shall survive the consummation of the acquisition of the Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of SLC shall bind and inure to the benefit of any successors or assigns of SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables and shall survive with respect to each Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between SLC Receivables and SLC with respect to the subject matter thereof.  This Master Terms Purchase Agreement and any Purchase Agreement may be changed, modified or discharged, and a ny rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by SLC Receivables of any covenant, agreement, representation or warranty required to be made or furnished by SLC or the waiver by SLC Receivables of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of SLC Receivables to insist upon the performance by SLC in strict accordance with said terms.

Section 15.

Communication and Notice Requirements.  All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to SLC or SLC Receivables, as the case may be, at such address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to SLC or SLC Receivables by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

Section 16.

Form of Instruments.  All instruments and documents delivered in connection with this Master Terms Purchase Agreement and any Purchase Agreement, and all proceedings to be taken in connection with this Master Terms Purchase Agreement and any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and SLC Receivables shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

Section 17.

Amendment.  This Master Terms Purchase Agreement, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties hereto and thereto without the consent of the related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee and the Eligible Lender Trustee, materially and adversely affect the interest of any such Noteholder; and provided further, that the contemplated amendment will not result in or cause a significant change in the permissible activities of the Trust.

This Master Terms Purchase Agreement, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLC, the Eligible Lender Trustee and SLC Receivables, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are req uired to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Master Terms Purchase Agreement, the Eligible Lender Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by this Master Terms Purchase Agreement and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s own rights, duties or immunities under this Master Terms Purchase Agreement or otherwise.

Section 18.

Nonpetition Covenants.  Notwithstanding any prior termination of this Master Terms Purchase Agreement, SLC and the Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause SLC Receivables to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against SLC Receivables under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of SLC Receivables or any substantial part of its property, or ordering the winding up or liquidation of the affairs of SLC Receivables.

Section 19.

Governing Law.  This Master Terms Purchase Agreement and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Master Terms Purchase Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

THE STUDENT LOAN CORPORATION,
as Seller

By:

Name:
Title:

SLC STUDENT LOAN RECEIVABLES I, INC., as Purchaser

By:

Name:
Title:

CITIBANK, N.A.,
not in its individual capacity but solely as Eligible Lender Trustee for Seller and Purchaser

By:

Name:
Title:

ATTACHMENT A

PURCHASE AGREEMENT
Dated as of __________, 20__

PURCHASE AGREEMENT NUMBER 1

Pursuant to the Master Terms Purchase Agreement (as defined below), each of Citibank, N.A. as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of The Student Loan Corporation (“SLC”) and SLC hereby offers for sale to SLC Student Loan Receivables I, Inc. (“SLC Receivables”) the entire right, title (and with respect to legal title, to the Eligible Lender Trustee for the benefit of and on behalf of SLC under the Trust Agreement, dated as of __________, 20__, between SLC and the Eligible Lender Trustee) and interest of SLC and the Eligible Lender Trustee in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables accept SLC’s and the Eligible Lender Trustee’s offer.  In order to qualify as Eligible Loans, no payment of principal or interest shall be more than __________ days Delinquent as of __________, 20__.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of SLC and the Eligible Lender Trustee on behalf of SLC hereby sells to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Purchase Agreement, dated as of __________, 20__ (the “Master Terms Purchase Agreement”), and any amendments thereto, each incorporated herein by reference, among SLC, SLC Receivables, and the Eligible Lender Trustee.  The Initial Payment for the Loans shall equal $__________ (representing the sale price of the Notes less underwriters’ discounts and fees).

This document shall constitute a Purchase Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms Purchase Agreement.  All references in the Master Terms Purchase Agreement to Loans or Eligible Loans, as applicable, shall be deemed to refer to the Loans governed by this Purchase Agreement.  SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Purchase Agreement and makes such representations and warranties with respect to the Loans governed by this Purchase Agreement.

Each of SLC and the Eligible Lender Trustee for the benefit of SLC authorizes the Eligible Lender Trustee for the benefit of SLC Receivables to use a copy of the related Bill of Sale, including the Loan Transmittal Summary Form attached to the Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee on behalf of SLC Receivables of the Loans purchased pursuant hereto on the Closing Date.

The parties hereto intend that the transfer of Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables).  However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then SLC hereby grants to SLC Receivables a first priority security interest in and to all Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

THE STUDENT LOAN CORPORATION, as Seller	SLC STUDENT LOAN RECEIVABLES I, INC., as Purchaser
By:                                                                 Name: Title:	By:                                                                 Name: Title:
CITIBANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for Seller and Purchaser
By:                                                                 Name: Title:

ATTACHMENT B

PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED __________, 20__

Citibank, N.A. not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of The Student Loan Corporation (“SLC”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Bill of Sale dated the date hereof executed by SLC and the Eligible Lender Trustee for the benefit of SLC in favor of the Eligible Lender Trustee on behalf of SLC Student Loan Receivables I, Inc. (“SLC Receivables”).  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms Purchase Agreement, dated as of __________, 20__, referred to in the Purchase Agreement among SLC, SLC Receivables and the Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Eligible Lender Trustee for the benefit of SLC agrees to individually endorse each Note in the form provided by SLC Receivables as SLC Receivables may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE MASTER TERMS PURCHASE AGREEMENT.  BY EXECUTION HEREOF, SLC ACKNOWLEDGES THAT SLC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON SLC RECEIVABLES’ PAYMENT TO SLC OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS PURCHASE AGREEMENT) AND, UNLESS OTHERWISE AGREED BY SLC AND SLC RECEIVABLES, SHALL BE EFFECTIVE AS OF THE DATE OF THE RELATED BILL OF SALE.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SELLER	PURCHASER
Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of The Student Loan Corporation By:                                                                 (Signature of Authorized Officer) Name: Title:	SLC Student Loan Receivables I, Inc. By:                                                                 (Signature of Authorized Signatory for Purchase) Name: Title: Date of Purchase:
	Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of SLC Student Loan Receivables I, Inc. By:                                                                 (Signature of Authorized Officer) Name: Title: Lender Code: 807806

ATTACHMENT C

BILL OF SALE DATED __________, 20__

The undersigned The Student Loan Corporation (“SLC”) and Citibank, N.A. not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) on behalf of SLC under the Trust Agreement, dated as of __________, 20__, between SLC and the Eligible Lender Trustee, for value received and pursuant to the terms and conditions of Purchase Agreement Number 1, dated as of __________, 20__ (the “Purchase Agreement”), among SLC, SLC Student Loan Receivables I, Inc. (“SLC Receivables”) and the Eligible Lender Trustee, do hereby sell, assign and convey to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC Receivables) and its assignees all right, title and interest of SLC (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC), including the insurance interest of SLC under the Fe deral Family Education Loan Program (20 U.S.C. 1071 et seq.), that SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables have accepted for purchase.  The portfolio of Loans accepted for purchase by the Eligible Lender Trustee on behalf of SLC Receivables and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

SLC hereby makes the representations and warranties set forth in Section 5 of the Master Terms Purchase Agreement incorporated by reference in the Purchase Agreement.  SLC and the Eligible Lender Trustee on behalf of SLC authorize the Eligible Lender Trustee on behalf of SLC Receivables to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of SLC Receivables of the related Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

CERTAIN OTHER LOAN CRITERIA

·

Not in claims status, not previously rejected

·

Not in litigation

·

Last disbursement was on or before the Cutoff Date

·

Loan is not swap-pending

Guarantor(s):

____________________

____________________

____________________

____________________

____________________

____________________

____________________

____________________

____________________

____________________

____________________

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SELLER The Student Loan Corporation 750 Washington Blvd. Stamford, Connecticut 06901	PURCHASER SLC Student Loan Receivables I, Inc. 750 Washington Blvd. Stamford, Connecticut 06901
By:                                                                 (Signature of Authorized Officer) Name: Title:	By:                                                                (Signature of Authorized Signatory for Purchase) Name: Title: Date of Purchase:
Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of The Student Loan Corporation and SLC Student Loan Receivables I, Inc.	Lender Code:  807806
By:                                                                 (Signature of Authorized Signatory for Sale) Name: Title: Date of Sale:

EX-99.2

EXHIBIT 99.2

MASTER TERMS SALE AGREEMENT

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.

WHEREAS, the Seller is the beneficial owner of certain student loans guaranteed under the Higher Education Act, legal title to which student loans is held by the Eligible Lender Trustee on behalf of the Seller;

WHEREAS, legal title to such Loans is vested in the Eligible Lender Trustee, as trustee for the benefit of the Seller as the sole beneficiary;

WHEREAS, the Seller may desire to sell its interest in such Loans from time to time and the Purchaser may desire to purchase such Loans from the Seller; and

WHEREAS, the Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, such Loans for the benefit of the Purchaser.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

Section 1.

Terms.  This Master Terms Sale Agreement establishes the terms under which the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) may sell, and the Purchaser (and with respect to legal title, the Eligible Lender Trustee on behalf of the Purchaser) may purchase, the Loans (and all obligations of the Borrowers thereunder) specified on each Sale Agreement as the parties may execute from time to time pursuant to this Master Terms Sale Agreement.  Each such Sale Agreement shall be substantially in the form of Attachment A hereto, incorporating by reference the terms of this Master Terms Sale Agreement, and shall be a separate agreement among the Seller, the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and the Seller with respect to the Loans covered by the terms of such Sal e Agreement for all purposes.  If the terms of a Sale Agreement conflict with the terms of this Master Terms Sale Agreement, the terms of such Sale Agreement shall supersede and govern.

Section 2.

Definitions.  Capitalized terms used but not otherwise defined herein, including in the related Sale Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture, dated as of __________, 20__, among SLC Student Loan Trust 20__-__ (the “Trust”), the Eligible Lender Trustee on behalf of the Trust, ____________________, as indenture trustee (the “Indenture Trustee”) and Citibank, N.A., as indenture administrator (the “Indenture Administrator”), as may be amended or supplemented from time to time.

For purposes hereof:

A.

“Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

B.

“Bill of Sale” means each document in the form of Attachment C hereto, executed by an authorized officer of the Seller, the Eligible Lender Trustee on behalf of the Seller, the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser, which shall (i) set forth the Loans offered by the Seller and the Eligible Lender Trustee on behalf of the Seller and accepted for purchase by the Purchaser (legal title to which shall be held by the Eligible Lender Trustee on behalf of the Purchaser), (ii) sell, assign and convey to the Purchaser and its assignees all right, title (and with respect to legal title, to the Eligible Lender Trustee on behalf of the Purchaser) and interest of the Seller and of the Eligible Lender Trustee on behalf of the Seller, in the Loans listed on that Bill of Sale and (iii) certify that the representations a nd warranties made by the Seller pursuant to Sections 5(A) and (B) of this Master Terms Sale Agreement are true and correct.

C.

“Borrower” means the obligor on a Loan.

D.

“Consolidation Loan” means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

E.

“Cutoff Date” means the Payment Cutoff Date, and with respect to substitutions hereunder, a date agreed to by the Seller and the Purchaser to use in determining the Principal Balance and accrued interest to be capitalized for purposes of completing the Loan Transmittal Summary Form.

F.

“Delinquent” means, for any Loan, the period in which any payment of principal or interest due on such Loan is overdue (after giving effect to all grace, forbearance and deferment periods).

G.

“Eligible Loan” means a Loan offered for sale by the Seller under the Sale Agreement, dated as of the Closing Date, or substituted by the Seller under any other Sale Agreement entered into after the Closing Date, which as of the Cutoff Date, or, in the case of a Sale Agreement entered into after the Closing Date, as of the related Purchase Date, is current or no more Delinquent than permitted under such Sale Agreement in payment of principal or interest and which meets the following criteria as of the Cutoff Date, or in the case of any Loan substituted pursuant to this Master Terms Sale Agreement after the Closing Date, as of the applicable Purchase Date:

(i)

is a Consolidation Loan;

(ii)

is owned by the Seller and is fully disbursed;

(iii)

is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan, and such Guarantor is, in turn, reinsured by the Department in accordance with the Higher Education Act;

(iv)

bears interest at a stated rate of not more than the maximum rate permitted under the Higher Education Act for such Loan;

(v)

is eligible for the payment of the quarterly special allowance at the three-month financial commercial paper rate or the 91-day treasury bill rate, as applicable;

(vi)

if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a Loan for which interest either is billed quarterly to Borrower or deferred until commencement of the repayment period, in which case such accrued interest is subject to capitalization to the full extent permitted by the applicable Guarantor;

(vii)

[Reserved];

(viii)

contains terms in accordance with those required by FFELP, the Guarantee Agreement and other applicable requirements;

(ix)

does not have a borrower who is noted in the related records of the Servicer as being currently involved in a bankruptcy proceeding;

(x)

[Reserved]; and

(xi)

is supported by the following documentation:

(1)

loan application, and any supplement thereto,

(2)

original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,

(3)

evidence of guarantee,

(4)

any other document and/or record which the Purchaser may be required to retain pursuant to the Higher Education Act,

(5)

if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Cutoff Date, or, in the case of any Loan substituted pursuant to this Master Terms Sale Agreement after the Closing Date, as of the related Purchase Date and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,

(6)

if applicable, documentation which supports periods of current or past deferment or past forbearance,

(7)

if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,

(8)

if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,

(9)

if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and

(10)

if applicable, a record of any event resulting in a change to or confirmation of any data in the Loan file.

H.

“Initial Payment” means the dollar amount specified as the “Initial Payment” in the applicable Sale Agreement.

I.

“Loan” means the Eligible Loans evidenced by the Note sold on the Closing Date, or the Eligible Loans evidenced by the Note purchased or substituted on the related Purchase Date in the case of any Loans purchased or substituted pursuant to this Master Terms Sale Agreement after the Closing Date, pursuant to the related Sale Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

J.

“Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to the Seller by the Purchaser and completed by the Seller which list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereon as of the Cutoff Date, or as of the related Purchase Date, in the case of any Loan substituted pursuant to this Master Terms Sale Agreement after the Closing Date.

K.

“Master Terms Purchase Agreement” means the Master Terms Purchase Agreement, dated as of __________, 20__, among The Student Loan Corporation, as Seller, Citibank, N.A., as Eligible Lender Trustee on behalf of The Student Loan Corporation, SLC Student Loan Receivables I, Inc., as Purchaser, and Citibank, N.A., as Eligible Lender Trustee on behalf of SLC Student Loan Receivables I, Inc.

L.

“Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

M.

“Payment Cutoff Date” means the Closing Date or, in the case of Loans substituted pursuant to this Master Terms Sale Agreement after the Closing Date, the related Purchase Date as specified in the related Sale Agreement.

N.

“Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any).

O.

“Purchase Date” means with respect to any purchase or substitution, the date of the related Bill of Sale.

P.

“Purchase Price” means the Initial Payment.

Q.

“Sale Agreement” means a Sale Agreement (including any attachments thereto), substantially in the form of Attachment A hereto, of which this Master Terms Sale Agreement forms a part by reference.

R.

“Secretary” means the United States Secretary of Education or any successor.

S.

“Trust Certificate” means the certificate, substantially in the form of Exhibit A to the Trust Agreement, evidencing the right to receive payments thereon as set forth in Sections 2.8(n) and 2.10(g) of the Administration Agreement.

T.

“Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date plus any student loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6 of the Sale Agreement or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any student loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto.

Section 3.

Sale/Purchase.

A.

Consummation of Sale and Purchase.  The sale and purchase of Eligible Loans pursuant to the Sale Agreement to be dated as of the Closing Date shall be consummated upon (i) the Purchaser’s receipt from the Seller and the Eligible Lender Trustee for the benefit of the Seller of the related Bill of Sale, (ii) the payment by the Purchaser to the Seller of the Initial Payment and (iii) the issuance to the Seller of the Trust Certificate.  Upon consummation, such sale and purchase shall be effective as of the date of the Bill of Sale.  The Seller and the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Sale Agreement with respect to each Loan.

B.

Settlement of the Initial Payment.  On the Closing Date, the Purchaser shall pay the Seller the Initial Payment by wire transfer in immediately available funds to the account specified by the Seller.

C.

Interest Subsidy and Special Allowance Payments and Rebate Fees.  The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on the Loans up to but not including the related Payment Cutoff Date, and shall be responsible for the payment of rebate fees, if any, applicable to Loans accruing up to but not including the related Payment Cutoff Date.  The Purchaser and the Eligible Lender Trustee on behalf of the Purchaser shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Loans accruing from, and including, the related Payment Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to Loans accruing from, and including, the Payment Cutoff Date.

D.

Intent of the Parties.  With respect to each sale of Loans pursuant to this Master Terms Sale Agreement and the related Sale Agreements, it is the intention of the Seller, the Eligible Lender Trustee and the Purchaser, and the Seller hereby warrants that, the transfer and assignment constitute a valid sale of such Loans from the Seller (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser), and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller.  If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser), a first priority security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Sale Agreement shall constitute a security agreement under applicable law.  If such transfer and assignment is deemed to be a pledge and not a sale, the Seller and the Eligible Lender Trustee on behalf of the Seller consent to the Purchaser and the Eligible Lender Trustee on behalf of Purchaser, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trustee.

Section 4.

Conditions Precedent to Sale and Purchase or Substitution.  Any purchase or substitution of Loans pursuant to this Master Terms Sale Agreement is subject to the following conditions precedent being satisfied (and the Seller, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

A.

Activities Prior to a Sale or Substitution.  Following the execution of a Sale Agreement, the Seller shall provide any assistance requested by the Purchaser in determining that all required documentation on the related Loans is present and correct.

B.

Continued Servicing.  The Seller shall service, or cause to be serviced, all Loans as required under the Higher Education Act until the date of the Bill of Sale.

C.

Bill of Sale/Loan Transmittal Summary Form.  The Seller shall deliver to the Purchaser:

(i)

a Bill of Sale that has been duly authorized and executed by an authorized officer of the Seller and the Eligible Lender Trustee for the benefit of the Seller, covering the applicable Loans offered by the Seller and accepted by the Purchaser as set forth thereon, selling, assigning and conveying to the Purchaser and its assignees all right, title (and with respect to legal title, to the Eligible Lender Trustee on behalf of the Purchaser) and interest of the Seller and the Eligible Lender Trustee for the benefit of the Seller, including the insurance interest of the Eligible Lender Trustee for the benefit of the Seller, in each of the related Loans, and stating that the representations and warranties made by the Seller in Sections 5(A) and (B) of this Master Terms Sale Agreement are true and correct on and as of the date of the Bill of Sale; and

(ii)

the Loan Transmittal Summary Form, attached to the Bill of Sale, identifying each of the Eligible Loans which is the subject of the Bill of Sale and setting forth the unpaid Principal Balance of each such Loan.

D.

Endorsement.  The Seller and the Eligible Lender Trustee on behalf of the Seller shall provide a blanket endorsement transferring the entire interest of the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) in the Loans to the Purchaser (and with respect to legal title, to the Eligible Lender Trustee on behalf of the Purchaser) with the form of endorsement provided for in the related Sale Agreement.

At the direction of and in such form as the Purchaser may designate, the Seller also agrees to individually endorse any Eligible Loan as the Purchaser may request from time to time.

E.

[Reserved].

F.

Loan Transfer Statement.  Upon the Purchaser’s request, the Seller shall deliver to the Purchaser one (1) or more Loan Transfer Statements (Department Form OE 1074 or its equivalent) provided by the Purchaser, executed by the Eligible Lender Trustee for the benefit of the Seller and dated the date of the related Bill of Sale.  The Seller and the Eligible Lender Trustee on behalf of the Seller agree that the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Seller and the Eligible Lender Trustee on behalf of the Seller to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser of the Loans listed on the related Bill of Sale.

G.

Power of Attorney.  The Seller and the Eligible Lender Trustee on behalf of the Seller hereby grant to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of the Seller and the Eligible Lender Trustee for the benefit of the Seller any Eligible Loan to evidence the transfer of such Eligible Loan to the Eligible Lender Trustee on behalf of the Purchaser and to transfer or to cause to be transferred any Note from the Seller or the Servicer to the Purchaser or any custodian on its behalf.

Section 5.

Representations and Warranties of Seller and Eligible Lender Trustee.

A.

General.  The Seller and the Eligible Lender Trustee represent and warrant to the Purchaser that with respect to a portfolio of Loans as of the date of each Sale Agreement and Bill of Sale:

(i)

The Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)

The Eligible Lender Trustee is duly incorporated and existing under the laws of its governing jurisdiction;

(iii)

The Seller is duly incorporated and existing under the laws of the state of Delaware;

(iv)

The Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of this Master Terms Sale Agreement and each Sale Agreement and Bill of Sale; and

(v)

The Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under Sale Agreements executed pursuant to this Master Terms Sale Agreement, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser.

B.

Particular.  The Seller and the Eligible Lender Trustee represent and warrant to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under the related Sale Agreement and each Bill of Sale executed pursuant to this Master Terms Sale Agreement as of the date of the related Sale Agreement, or as of the date otherwise noted:

(i)

The Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;

(ii)

This Master Terms Sale Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Eligible Lender Trustee and the Seller;

(iii)

The Loans constitute either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC;

(iv)

The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;

(v)

The Eligible Lender Trustee and the Seller are authorized to sell, assign, transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase or substitution by the Seller and or the Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Eligible Lender Trustee or the Seller is a party or by which the Eligible Lender Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;< /FONT>

(vi)

The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);

(vii)

No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee;

(viii)

As of the Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Sale Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Cutoff Date or, in the case of any purchase following the Closing Date, as of the date of the related Sale Agreement, such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(ix)

Any payments on the Loans received by the Eligible Lender Trustee for the benefit of the Seller that have been allocated to the reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the applicable Loans as of the Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct;

(x)

Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;

(xi)

All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(xii)

Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal and state laws;

(xiii)

No Loan is more than __________ days Delinquent as of __________, 20__ or, in the case of any purchase following the Closing Date, as of the date of the related Sale Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xiv)

The Seller hereby warrants that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans has not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller;

(xv)

With respect to the first sale of Loans from the Seller (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the Seller) to the Purchaser (and with respect to legal title of such Loans, the Eligible Lender Trustee on behalf of the Purchaser), the Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Purchaser hereunder;

(xvi)

Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan.  For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note.  The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Seller.  All financing statements filed or to be filed the Seller in favor of the Purchaser in connection herewith describing the Loans contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee”;

(xvii)

Other than the security interest granted to the Purchaser pursuant to this Master Terms Sale Agreement, the Seller and the Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans.  The Seller and the Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any other security interest that has been terminated.  The Seller and the Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Eligible Lender Trustee; and

(xviii)

No Borrower of a Loan as of the Cutoff Date or, in the case of any substitution following the Closing Date, as of the date of the related Sale Agreement, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

C.

The Eligible Lender Trustee represents and warrants to the Seller that as of the date of each Sale Agreement and each Bill of Sale:

(i)

The Eligible Lender Trustee is duly incorporated and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of __________.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Master Terms Sale Agreement, that Sale Agreement and that Bill of Sale;

(ii)

The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of this Master Terms Sale Agreement and that Sale Agreement, and this Master Terms Sale Agreement and that Sale Agreement have been and will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Master Terms Sale Agreement and that Sale Agreement on its behalf;

(iii)

Neither the execution nor the delivery by it of this Master Terms Sale Agreement and that Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or __________ state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and

(iv)

The Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by this Master Terms Sale Agreement and that Sale Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

Section 6.

Repurchase of Trust Student Loans; Reimbursement.  Each party to this Master Terms Sale Agreement shall give notice to the other parties and to the Servicer, the Administrator and The Student Loan Corporation promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a material adverse effect (individually or in the aggregate) on the Noteholders.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, the Seller shall cure the breach, reimburse the Trust or repurchase any affected Trust Student Loan, not later than 210 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal fo rm with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, the Seller shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period.  The Seller shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6 an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan.

Anything in this Section 6 to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of a breach by the Seller or the Servicer, exceeds 1% of the Initial Pool Balance, the Seller or the Servicer shall purchase, within 30 days of a written request of the Indenture Administrator on behalf of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Initial Pool Balance.  The Trust Student Loans to be purchased by the Seller or the Servicer pursuant to the preceding s entence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6), with Trust Student Loans with the earliest such date to be repurchased first.

In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6, the Seller shall remit the Purchase Amount in the manner and at the time specified in Section 2.6 of the Administration Agreement.

In lieu of repurchasing Trust Student Loans pursuant to this Section 6, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(1)

status (i.e., in-school, grace, deferment, forbearance or repayment);

(2)

program type (i.e., unsubsidized or subsidized Consolidation Loan);

(3)

school type (if available);

(4)

total return;

(5)

principal balance; and

(6)

remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6, the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Sale Agreement and related Bill of Sale regarding such substituted Loans will be executed and delivered by the applicable parties.

In the event that the Seller elects to substitute Eligible Loans pursuant to this Section 6, the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  The Seller shall also remit to the Administrator an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.6 of the Administration Agreement.

The sole remedy of the Purchaser, the Indenture Trustee and the Noteholders with respect to a breach by the Seller pursuant to Sections 5(A) and (B) hereof shall be to require the Seller to purchase such Trust Student Loans, to reimburse the Purchaser as provided above or to substitute Eligible Loans pursuant to this Section 6.  None of the Eligible Lender Trustee, the Indenture Trustee or the Indenture Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

In addition, the Eligible Lender Trustee shall have no responsibility for reviewing any Trust Student Loan or any documents in connection therewith to determine if a Trust Student Loan is an Eligible Loan or to determine whether any document is valid and binding, any assignments or endorsements are in proper form or to inspect, review or examine any documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose.

Section 7.

Obligation to Remit Subsequent Payments and Forward Communications.

A.

Any payment received by the Seller with respect to amounts accrued after the date of the related Bill of Sale for any Loan sold to the Purchaser, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by the Seller in trust for the account of the Purchaser and the Seller hereby disclaims any title to or interest in any such amounts.  Within three (3) Business Days following the date of receipt, the Seller shall remit to the Purchaser an amount equal to any such payments along with a listing on a form provided by the Purchaser identifying the Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

B.

Any written communication received at any time by the Seller with respect to any Loan subject to this Master Terms Sale Agreement or the related Sale Agreement shall be transmitted by the Seller to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

Section 8.

Continuing Obligation of Seller.  The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Loan, or (b) a payment made or alleged to have been made to the Seller.  Further, the Seller agrees to execute any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

Section 9.

Liability of the Seller; Indemnities.  The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Master Terms Sale Agreement and each related Sale Agreement.

(i)

The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Loans to the Eligible Lender Trustee for the benefit of the Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)

The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any and all costs, expenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Master Terms Sale Agreement or by reason of reckless disregard of its obligations and duties under this Master Terms Sale Agreement.

(iii)

The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in this Master Terms Sale Agreement or any Sale Agreement.

Indemnification under this Section 9 shall survive the resignation or removal of the Eligible Lender Trustee and the termination of this Master Terms Sale Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Section 10.

Merger or Consolidation of, or Assumption of the Obligations of, the Seller.  Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Master Terms Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under this Master Terms Sale Agreement, each Sale A greement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than the Seller, shall have delivered to the Purchaser an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Master Terms Sale Agreement relating to such transaction have been complied with, and that the Notice Condition shall have been satisfied with respect to such transaction; (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Purchaser an Op inion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been filed that are necessary fully to preserve and protect the interest of the Purchaser and the Eligible Lender Trustee, respectively, in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Section 11.

Limitation on Liability of Seller and Others.  The Seller and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the Seller’s obligations under Section 5 herein).  The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Master Terms Sale Agreement or any Sale Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of the Seller will constitute the sole remedy available to the Purchaser for uncured b reaches; provided, however, that the information with respect to the Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Loans listed on the related Bill of Sale is less than the aggregate Principal Balance of the Loans stated on the related Bill of Sale, the Seller shall remit such amount to the Eligible Lender Trustee for the benefit of the Purchaser.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Section 12.

Limitation on Liability of Eligible Lender Trustee and Owner Trustee.  

A.

Notwithstanding anything contained herein to the contrary, this Master Terms Sale Agreement and any Sale Agreement have been signed by Citibank, N.A., not in its individual capacity but solely in its capacity as Eligible Lender Trustee for the Purchaser and the Eligible Lender Trustee for the Seller, as the case may be, and in no event shall Citibank, N.A. in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of the Purchaser or of the Seller under this Master Terms Sale Agreement or any Sale Agreement or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Purchaser or the Seller, as the case may be.

B.

It is expressly understood and agreed by the parties hereto that (a) this Master Terms Sale Agreement is executed and delivered by Citibank, N.A., not individually or personally but solely as Eligible Lender Trustee for the Purchaser and Eligible Lender Trustee for the Seller, in the exercise of the powers and authority conferred and vested in it under the Eligible Lender Trust Agreements, (b) under no circumstances shall Citibank, N.A. be personally liable for the payment of any indebtedness or expenses of the Purchaser or the Seller or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Purchase or the Seller under this Master Terms Sale Agreement or any other Sale Agreement, and (c) all Persons having any claim against the Purchaser or the Seller by reason of the transactions contemplated by this Master Terms Sale Agreement or any other Sale Agreement shall look only to the Purchaser or the Seller, respectively, for payment or satisfaction thereof.

C.

Notwithstanding anything contained herein to the contrary, this Master Terms Sale Agreement and any Sale Agreement have been signed by ____________________, not in its individual capacity but solely in its capacity as Owner Trustee for the Purchaser, and in no event shall ____________________ in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of the Owner Trustee, the Purchaser or of the Seller, respectively, under this Master Terms Sale Agreement or any Sale Agreement or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Purchaser or the Seller, as the case may be.

Section 13.

Expenses.  Except as otherwise provided herein or in the Indenture, the Seller and the Purchaser shall each pay its own expense incurred in connection with the preparation, execution and delivery of this Master Terms Sale Agreement or any Sale Agreement and the transactions contemplated herein or therein.

Section 14.

Survival of Covenants/Supersession.  All covenants, agreements, representations and warranties made herein and in or pursuant to any Sale Agreements executed pursuant to this Master Terms Sale Agreement shall survive the consummation of the acquisition of the Loans provided for in the related Sale Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or for the benefit of the Seller shall bind and inure to the benefit of any successors or assigns of the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and shall survive with respect to each Loan.  Each Sale Agreement supersedes all previous agreements and understandings between the Purchaser and the Seller with respect to the subject matter thereof.  A Sale Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by the Purchaser of any covenant, agreement, representation or warranty required to be made or furnished by the Seller or the waiver by the Purchaser of any provision herein contained or contained in any Sale Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained or contained in any Sale Agreement, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Sale Agreement, be construed to lessen the right of the Purchaser to insist upon the performance by the Seller in strict accordance with said terms.

Section 15.

Communication and Notice Requirements.  All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be, at such address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

Section 16.

Form of Instruments.  All instruments and documents delivered in connection with this Master Terms Sale Agreement and any Sale Agreement, and all proceedings to be taken in connection with this Master Terms Sale Agreement and any Sale Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and the Purchaser shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

Section 17.

Amendment.  This Master Terms Sale Agreement, any Sale Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties hereto and thereto without the consent of the related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee and the Eligible Lender Trustee, materially and adversely affect the interest of any such Noteholder; and provided further, that the contemplated amendment will not result in or cause a significant change in the permissible activities of the Trust.

In addition, this Master Terms Sale Agreement, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each of the Rating Agencies.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Master Terms Sale Agreement, the Eligible Lender Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by this Sale Agreement and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s own rights, duties or immunities under this Master Terms Sale Agreement or otherwise.

Section 18.

Nonpetition Covenants.  Notwithstanding any prior termination of this Master Terms Sale Agreement, the Seller and the Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause the Purchaser to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Purchaser.

Notwithstanding any prior termination of this Master Terms Sale Agreement, the Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

Section 19.

Assignment.  As of the date hereof, the Seller and the Eligible Lender Trustee each hereby assigns to the Purchaser its entire right, title and interest as purchaser and as the Eligible Lender Trustee under (i) the Master Terms Purchase Agreement and (ii) any Purchase Agreement thereunder and acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser will assign the same, together with the right, title and interest of the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture Trustee under the Indenture.

Section 20.

Governing Law.  This Master Terms Sale Agreement and any Sale Agreements shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Master Terms Sale Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SLC STUDENT LOAN RECEIVABLES I, INC., as Seller	SLC STUDENT LOAN TRUST 20__-__, as Purchaser by ____________________, not in its individual capacity but solely as Owner Trustee
By: Name: Title:	By: Name: Title:
CITIBANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for Seller and Purchaser
By: Name: Title:

ATTACHMENT A

SALE AGREEMENT
Dated as of __________, 20__

SALE AGREEMENT NUMBER 1

Pursuant to the Master Terms Sale Agreement (as defined below), each of Citibank, N.A. as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of SLC Student Loan Receivables I, Inc. (the “Seller”) and the Seller hereby offers for sale to SLC Student Loan Trust 20__-__ (the “Purchaser”) the entire right, title (and with respect to legal title, to the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser under the Eligible Lender Trust Agreement, dated as of __________, 20__, between the Purchaser and the Eligible Lender Trustee) and interest of the Seller and the Eligible Lender Trustee in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser a ccept the Seller’s and the Eligible Lender Trustee’s offer.  In order to qualify as Eligible Loans, no payment of principal or interest shall be more than __________ days Delinquent as of __________, 20__.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Sale Agreement, dated as of __________, 20__ (the “Master Terms Sale Agreement”), and any amendments thereto, each incorporated herein by reference, among the Seller, the Purchaser, and the Eligible Lender Trustee.  In consideration of the Purchase Price, the Seller shall, upon receipt of the Purchase Price, deposit (1) the Reserve Account Initial Deposit into the Reserve Account, (2) the Collection Account Initial Deposit into the Collection Account and (3) the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.  The Initial Payment for the Loans shall equal $__________ (representing the sale price of the Notes less underwriters’ discounts and fees).

This document shall constitute a Sale Agreement as referred to in the Master Terms Sale Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms Sale Agreement.  All references in the Master Terms Sale Agreement to Loans or Eligible Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement.  The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Sale Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement.

Each of the Seller and the Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Bill of Sale, including the Loan Transmittal Summary Form attached to the Bill of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Closing Date.

The parties hereto intend that the transfer of Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans from the Seller (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser).  However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Sale Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SLC STUDENT LOAN RECEIVABLES I, INC., as Seller	SLC STUDENT LOAN TRUST 20__-__, as Purchaser by ____________________, not in its individual capacity but solely as Owner Trustee
By: Name: Title:	By:                                                                   Name: Title:
CITIBANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for Seller and Purchaser
By:                                                                   Name: Title:

ATTACHMENT B

SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED __________, 20__

Citibank, N.A. not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of SLC Student Loan Receivables I, Inc. (the “Seller”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Bill of Sale dated the date hereof executed by the Seller and the Eligible Lender Trustee for the benefit of the Seller in favor of the Eligible Lender Trustee on behalf of SLC Student Loan Trust 20__-__ (the “Purchaser”).  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms Sale Agreement referred to in the Sale Agreement, dated as of __________, 20__, among the Seller, the Purchaser and the Eligible Lender Trustee wh ich covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by the Purchaser as the Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE MASTER TERMS SALE AGREEMENT.  BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON THE PURCHASER’S PAYMENT TO THE SELLER OF THE INITIAL PAYMENT AS DEFINED IN THE MASTER TERMS SALE AGREEMENT AND, UNLESS OTHERWISE AGREED BY THE SELLER AND THE PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE RELATED BILL OF SALE.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SELLER	PURCHASER
Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of SLC Student Loan Receivables I, Inc. By:       (Signature of Authorized Officer) Name: Title:	SLC Student Loan Trust 20__-__, by ____________________, not in its individual capacity but solely as Owner Trustee By:       (Signature of Authorized Signatory for Purchase) Name: Title: Date of Purchase:
	Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of SLC Student Loan Trust 20__-__ By:       (Signature of Authorized Officer) Name: Title: Lender Code:  807929

ATTACHMENT C

BILL OF SALE DATED __________, 20__

The undersigned SLC Student Loan Receivables I, Inc. (the “Seller”) and Citibank, N.A. not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) on behalf of the Seller under the Eligible Lender Trust Agreement, dated as of __________, 20__, between the Seller and the Eligible Lender Trustee, for value received and pursuant to the terms and conditions of Sale Agreement Number 1, dated as of __________, 20__ (“Sale Agreement”), among the Seller, SLC Student Loan Trust 20__-__ (the “Purchaser”) and the Eligible Lender Trustee, do hereby sell, assign and convey to the Purchaser (and with respect to legal title, the Eligible Lender Trustee on behalf of the Purchaser) and its assignees all right, title and interest of the Seller (and with respect to legal title, the Eligible Lender Tru stee on behalf of the Seller), including the insurance interest of the Seller under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser have accepted for purchase.  The portfolio of Loans accepted for purchase by the Eligible Lender Trustee on behalf of the Purchaser and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

The Seller hereby makes the representations and warranties set forth in Section 5 of the Master Terms Sale Agreement incorporated by reference in the Sale Agreement.  The Seller and the Eligible Lender Trustee on behalf of the Seller authorize the Eligible Lender Trustee on behalf of the Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the related Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

CERTAIN OTHER LOAN CRITERIA

·

Not in claims status, not previously rejected

·

Not in litigation

·

Last disbursement was on or before the Cutoff Date

·

Loan is not swap-pending

Guarantor(s):

____________________

____________________

____________________

____________________

____________________

____________________

____________________

____________________

____________________

 [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

SELLER	PURCHASER
SLC Student Loan Receivables I, Inc. 750 Washington Blvd. Stamford, Connecticut 06901 By:       (Signature of Authorized Officer) Name: Title:	SLC Student Loan Trust 20__-__, by ____________________, not in its individual capacity but solely as Owner Trustee By:      (Signature of Authorized Signatory for Purchase) Name: Title: Date of Purchase:
Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of SLC Student Loan Receivables I, Inc. and SLC Student Loan Trust 20__-__ By:      (Signature of Authorized Officer) Name: Title:	Lender Code: 807929

EX-99.3

EXHIBIT 99.3

SERVICING AGREEMENT

among

THE STUDENT LOAN CORPORATION,
as Servicer and Administrator,

and

SLC STUDENT LOAN TRUST 20__-__,
as Issuer

Dated as of __________, 20__

TABLE OF CONTENTS

Page

Article I

Section 1.1

Definitions and Usage.

1

Article II

Section 2.1

Custody of Trust Student Loan Files.

1

Section 2.2

Duties of Servicer as Custodian.

2

Section 2.3

Maintenance of and Access to Records.

2

Section 2.4

Release of Documents.

2

Section 2.5

Instructions; Authority to Act.

3

Section 2.6

Effective Period and Termination.

3

Article III

Section 3.1

Duties of Servicer.

3

Section 3.2

Collection of Trust Student Loan Payments.

4

Section 3.3

Realization upon Trust Student Loans.

5

Section 3.4

No Impairment.

5

Section 3.5

Purchase of Trust Student Loans; Reimbursement.

5

Section 3.6

Primary Servicing Fee; Carryover Servicing Fee.

7

Section 3.7

Access to Certain Documentation and Information Regarding Trust

Student Loans.

8

Section 3.8

Servicer Expenses.

8

Section 3.9

Appointment of Subservicer.

8

Section 3.10

Reports.

9

Section 3.11

Securities and Exchange Commission Filings.

10

Section 3.12

Covenants and Agreements of the Issuer, Administrator, the Eligible

Lender Trustee and Servicer.

11

Section 3.13

Incentive Programs; Deferment and Forbearance.

12

Section 3.14

Financial Statements.

12

Section 3.15

Insurance.

12

Section 3.16

Administration Agreement.

12

Section 3.17

Lender Identification Number.

13

Section 3.18

Privacy and Information Security Provisions.

13

Article IV

Section 4.1

Representations of Servicer.

14

Section 4.2

Indemnities of Servicer.

15

Section 4.3

Merger or Consolidation of, or Assumption of the Obligations of,

Servicer.

15

Section 4.4

Limitation on Liability of Servicer.

16

Section 4.5

SLC Not to Resign as Servicer.

16

Article V

Section 5.1

Servicer Default.

17

Section 5.2

Appointment of Successor.

19

Section 5.3

Notification to Noteholders.

20

Section 5.4

Waiver of Past Defaults.

20

Article VI

Section 6.1

Amendment.

20

Section 6.2

Notices.

21

Section 6.3

Counterparts.

21

Section 6.4

Entire Agreement; Severability.

21

Section 6.5

Governing Law.

22

Section 6.6

Relationship of Parties.

22

Section 6.7

Captions.

22

Section 6.8

Nonliability of Directors, Officers and Employees of Servicer, the

Owner Trustee, the Indenture Administrator, the Indenture Trustee and

the Administrator.

22

Section 6.9

Assignment.

22

Section 6.10

Limitation of Liability of Owner Trustee, Indenture Administrator and

Indenture Trustee.

22

Article VII

Section 7.1

Intent of the Parties; Reasonableness.

23

Section 7.2

Reporting Requirements.

23

Section 7.3

Servicer Compliance Statement.

24

Section 7.4

Report on Assessment of Compliance and Attestation.

24

Attachment A  

[Reserved]

Attachment B  

Servicer Locations

Attachment C

Reports

Attachment D

Form of Certification

Attachment E   

Form of Annual Certification

Attachment F   

Servicing Criteria to be Addressed in Assessment of Compliance

SERVICING AGREEMENT

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:

WHEREAS, the Issuer will acquire certain education loans to be held in the trust formed pursuant to the Trust Agreement;

WHEREAS, the Issuer will issue notes (the “Notes”) pursuant to the Indenture, dated as of __________, 20__ (the “Indenture”), among the Issuer, ____________________, as indenture trustee (the “Indenture Trustee”), and Citibank, N.A., as indenture administrator (in such capacity, the “Indenture Administrator”) and as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), which Notes are payable from the assets of the Issuer; and

WHEREAS, the Issuer and the Administrator desire the Servicer to service the education loans on behalf of the Issuer, and the Servicer is willing to service those education loans for the Issuer and the Administrator.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

Article I

Section 1.1

Definitions and Usage.

  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture, which also contains rules of usage and construction that shall be applicable herein.

Article II

Section 2.1

Custody of Trust Student Loan Files.

  To assure uniform quality in servicing the Trust Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the Issuer as custodian of the following documents or instruments (collectively the “Trust Student Loan Files”):

(a)

the original fully executed copy of the note (or all electronic records evidencing the same) evidencing the Trust Student Loan; and

(b)

any and all other documents and computerized records that the Servicer shall keep on file, in accordance with its customary procedures, relating to such Trust Student Loan or any obligor with respect thereto.

Section 2.2

Duties of Servicer as Custodian.

  The Servicer shall hold the Trust Student Loan Files for the benefit of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Trust Student Loan File as shall enable the Issuer to comply with this Agreement.  In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the student loan files relating to similar student loans that the Servicer services on behalf of SLC and shall ensure that it fully complies with all applicable Federal and state laws, including the Higher Education Act, with respect thereto.  The Servicer shall take all actions necessary with respect to the Trust Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in order to enable the Issuer t o verify the accuracy of the Servicer’s record keeping with respect to the Servicer’s obligations as custodian hereunder.  The Servicer shall promptly report to the Issuer, the Administrator, the Indenture Trustee and the Indenture Administrator any material failure on its part to hold the Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.  Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Owner Trustee, the Indenture Trustee or the Indenture Administrator of the Trust Student Loan Files.  If it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee, the Indenture Administrator or any other custodian for either of them, the cost of which shall be borne by the Administrator.

Section 2.3

Maintenance of and Access to Records.

  The Servicer shall maintain each Trust Student Loan File at one of its offices specified in Attachment B to this Agreement or at such other office or storage facility as shall be consented to by the Issuer upon written notice to the Issuer.  Upon reasonable prior notice, the Servicer shall make available to the Issuer or its respective duly authorized representatives, attorneys or auditors a list of locations of the Trust Student Loan Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Issuer shall instruct.

Section 2.4

Release of Documents.

  Upon written instruction from the Indenture Administrator or the Indenture Trustee, the Servicer shall release any Trust Student Loan File to the Indenture Administrator, the Indenture Administrator’s agent or the Indenture Administrator’s designee, as the case may be, at such place or places as the Indenture Administrator may reasonably designate, as soon as practicable.  The Indenture Administrator shall cooperate with the Servicer to provide the Servicer with access to the Trust Student Loan Files in order for the Servicer to continue to service the Trust Student Loans after the release of the Trust Student Loan Files.  In the event the Servicer is not provided access to the Trust Student Loan Files, the Servicer shall not be deemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is unable to perform such obligations due to its inability to have access to the Trust Student Loans Files.  The Servicer shall not be liable for any losses with respect to the servicing of such Trust Student Loans arising after the release of the related Trust Student Loan Files to the extent the losses are attributable to the Servicer’s inability to have access to the related Trust Student Loan Files.

Section 2.5

Instructions; Authority to Act.

  The Servicer shall be deemed to have received proper instructions with respect to the Trust Student Loan Files upon its receipt of written instructions signed by a Responsible Officer of the Indenture Trustee or Indenture Administrator.

Section 2.6

Effective Period and Termination.

  SLC’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect for so long as SLC shall remain the Servicer hereunder.  If SLC or any successor servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all the rights and obligations of SLC or any such successor servicer shall have been terminated under Section 5.1, the appointment of SLC or such successor servicer as custodian shall be terminated simultaneously with the effectiveness of such resignation or termination.  On or prior to the effective date of any resignation or termination of such appointment, the Servicer shall deliver the Trust Student Loan Files to the successor servicer.  In establishing an effective date for the termination of the Servicer as custodian of the Trust Student Loan Files, the parties shall provide for a reasonable period for the Servicer to deliver the Trust Student Loan Files to its designated successor.

Article III

Section 3.1

Duties of Servicer.

  The Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Trust Student Loans with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to similar student loans that it services on behalf of SLC, beginning on the Closing Date until the Trust Student Loans are paid in full.  Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Servicer shall manage, service, administer and make collections with respect to the Trust Student Loans (including the collection of any Interest Subsidy Payments and Special Allowance Payments on behalf of the Owner Trustee) in accordance with, and otherwise comply with, all applicable Federal and state laws, including all applicable rules, regulations and other requirements of the Higher Education Act and the applicable Guarantee Agreements, the failure to comply with which would adversely affect the eligibility of one or more of the Trust Student Loans for Federal reinsurance or Interest Subsidy Payments or Special Allowance Payments or one or more of the Trust Student Loans for receipt of Guarantee Payments.

The Servicer’s duties shall include, but shall not be limited to, collection and posting of all payments, responding to inquiries of borrowers on such Trust Student Loans (the “Borrowers”), monitoring Borrowers’ status, making required disclosures to Borrowers, performing due diligence with respect to Borrower delinquencies, sending payment coupons to Borrowers and otherwise establishing repayment terms, reporting tax information to Borrowers, if applicable, accounting for collections and furnishing monthly statements with respect thereto to the Administrator and the Issuer.  The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer.  Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indent ure Trustee, the Indenture Administrator, and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Trust Student Loans; provided, however, that the Servicer agrees that it will not (a) permit any rescission or cancellation of a Trust Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Indenture Trustee, the Indenture Administrator and the Owner Trustee, provided, however, that the Servicer may write off any delinquent Trust Student Loan if the remaining balance of the Borrower’s account is less than $50 or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Trust Student Loan except pursuant to any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards, guideli nes and requirements with respect to the servicing of Student Loans; provided further, however, that the Servicer shall not agree to any reduction of yield with respect to any Trust Student Loan (either by reducing Borrower payments or reducing principal balance) except as permitted in accordance with Section 3.13.  The Issuer hereby grants a power of attorney and all necessary authorization to the Servicer to maintain any and all collection procedures with respect to the Trust Student Loans, including filing, pursuing and recovering claims with the Guarantors for Guarantee Payments and with the Department for Interest Subsidy Payments and Special Allowance Payments and taking any steps to enforce such Trust Student Loans such as commencing a legal proceeding to enforce a Trust Student Loan in the name of the Issuer.  The Owner Trustee, on behalf of the Issuer, shall upon the written request of the Servicer furnish the Servicer with any other powers of attorney and other d ocuments reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

Section 3.2

Collection of Trust Student Loan Payments.

A.

The Servicer shall make reasonable efforts (including all efforts that may be specified under the Higher Education Act or any Guarantee Agreement) to collect all payments called for under the terms and provisions of the Trust Student Loans as and when the same shall become due and shall follow such collection procedures as it follows with respect to similar student loans that it services on behalf of SLC.  All amounts so collected by the Servicer shall be deposited into the Collection Account in accordance with Section 2.4 of the Administration Agreement.  The Servicer shall allocate collections with respect to the Trust Student Loans between principal, interest and fees in accordance with Section 2.5 of the Administration Agreement.  The Servicer may, in accordance with its customary servicing procedures, waive any late payment charge or any other fees that may be collected in the ordinary course of s ervicing a Trust Student Loan.    

B.

The Servicer shall make reasonable efforts to claim, pursue and collect all Guarantee Payments from the Guarantors pursuant to the Guarantee Agreements with respect to any of the Trust Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as it follows with respect to comparable guarantee agreements and student loans that it services on behalf of SLC.  In connection therewith, the Servicer is hereby authorized and empowered to convey to any Guarantor the note and the related Trust Student Loan File representing any Trust Student Loan in connection with submitting a claim to such Guarantor for a Guarantee Payment in accordance with the terms of the applicable Guarantee Agreement.  All amounts so collected by the Servicer shall be deposited i nto the Collection Account in accordance with Section 2.4 of the Administration Agreement.  The Issuer shall, upon the written request of the Servicer, furnish the Servicer with any power of attorney and other documents necessary or appropriate to enable the Servicer to convey such documents to any Guarantor and to make such claims.

C.

The Servicer on behalf of the Owner Trustee shall, on behalf of the Issuer, make reasonable efforts to claim, pursue and collect all Interest Subsidy Payments and Special Allowance Payments from the Department with respect to any of the Trust Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as the Servicer follows with respect to similar student loans that it services on behalf of SLC.  All amounts so collected by the Servicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account in accordance with Section 2.4 of the Administration Agreement.  In connection therewith, the Servicer shall prepare and file with the Department on a timely basis all claims forms and oth er documents and filings necessary or appropriate in connection with the claiming of Interest Subsidy Payments and Special Allowance Payments on behalf of the Owner Trustee and shall otherwise assist the Owner Trustee in pursuing and collecting such Interest Subsidy Payments and Special Allowance Payments from the Department.  The Issuer shall upon the written request of the Servicer furnish the Servicer with any power of attorney and other documents reasonably necessary or appropriate to enable the Servicer to prepare and file such claims forms and other documents and filings.

Section 3.3

Realization upon Trust Student Loans.

  For the benefit of the Issuer, the Servicer shall use reasonable efforts consistent with its servicing practices and procedures that it utilizes with respect to comparable student loans that it services on behalf of SLC and including all efforts that may be specified under the Higher Education Act or any applicable Guarantee Agreement in its servicing of any delinquent Trust Student Loans.

Section 3.4

No Impairment.

  The Servicer shall not impair the rights of the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders in the Trust Student Loans.

Section 3.5

Purchase of Trust Student Loans; Reimbursement.

A.

The Servicer, the Administrator, the Issuer, the Indenture Administrator and the Indenture Trustee shall give notice to the other parties promptly, in writing, upon the discovery of any breach of the provisions of Section 3.1, 3.2, 3.3 or 3.4 which has a material adverse effect (individually or in the aggregate) on the Noteholders.  In the event of such a material breach which is not curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loans, the Servicer shall cure the breach, reimburse the Issuer or purchase the affected Trust Student Loans not later than 210 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loans.  In the event of a material breach with respect to such Trust Student Loans which is curable by reinstatement of the Guarantor’s guarant ee of such Trust Student Loans, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loans, the Servicer shall purchase such Trust Student Loans not later than the sixtieth day following the end of such 360-day period.  The purchase price hereunder will be the unpaid principal amount of such Trust Student Loans plus accrued and unpaid interest (calculated using the applicable percentage that would have been insured pursuant to Section 428(b)(1)(G) of the Higher Education Act) plus an amount equal to all forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loans.  Any breach that relates to compliance with the requirements of the Higher Education Act or of the applicable Guarantor but that does not affect such Guarantor’s obligation to guarantee payments of appl icable Trust Student Loans will not be considered to have a material adverse effect for purposes of this Section 3.5A.

B.

[Reserved].

C.

Anything in this Section 3.5 to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of a breach by the Servicer or the Depositor, exceeds 1% of the Initial Pool Balance, the Servicer or the Seller, as appropriate, shall purchase, within 30 days of a written request of the Owner Trustee, the Indenture Trustee or the Indenture Administrator, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Initial Pool Balance.  The Trust Student Loans to be purchased by the Servicer or the Depositor pursuan t to the preceding sentence shall be based on the date of claim rejection (or date of notice referred to in the first sentence of this Section 3.5) with the Trust Student Loans with the earliest such date to be purchased first.  

D.

[Reserved].

E.

In consideration of the purchase of any such Trust Student Loans pursuant to this Section 3.5, the Servicer shall remit the Purchase Amount to the Administrator in the manner and at the time specified in Section 2.6 of the Administration Agreement.  

F.

In lieu of repurchasing Trust Student Loans pursuant to this Section 3.5, the Servicer may, at its option, with the prior consent of the Administrator, arrange for the substitution of Student Loans which are substantially similar as of the date of substitution on an aggregate basis to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(1)

status (i.e., in-school, grace, deferment, forbearance or repayment),

(2)

program type (i.e., unsubsidized or subsidized Consolidation Loan),

(3)

school type (if available),

(4)

total return,

(5)

principal balance, and

(6)

remaining term to maturity.

In addition, each substituted Student Loan shall comply, as of the date of substitution, with the representations and warranties made by the Depositor in the Sale Agreement.  In choosing Student Loans to be substituted pursuant to this subsection F, the Servicer shall make a reasonable determination that the Student Loans to be substituted will not have a material adverse effect on the Noteholders.

In the event the Servicer elects to substitute Student Loans pursuant to this Section 3.5 and the Administrator consents to such substitution, the Servicer will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Student Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  The Servicer shall also remit to the Administrator an amount equal to all nonguaranteed interest amounts that would have been owed to the Issuer by the Guarantor but for the breach of the Servicer and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.6 of the Administration Agreement.  

G.

The sole remedy of the Issuer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee and the Noteholders with respect to a breach pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be to require the Servicer to purchase Trust Student Loans, to reimburse the Issuer as provided above or to substitute Student Loans pursuant to this Section; provided, however, that the Servicer shall be entitled to choose among the aforementioned remedies at its sole discretion.

H.

None of the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Eligible Lender Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.5.

I.

The Servicer shall not be deemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters).  The Servicer shall diligently perform its duties under this Agreement as soon as practicable following the termination of such interruption of business.

J.

None of the Eligible Lender Trustee, the Indenture Administrator or the Indenture Trustee shall have any responsibility for reviewing any Trust Student Loan or any documents in connection therewith to determine if a Trust Student Loan is an Eligible Loan or to determine whether any such document is valid and binding, any assignments or endorsements are in proper form or to inspect, review or examine any documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose.

Section 3.6

Primary Servicing Fee; Carryover Servicing Fee.

  The Primary Servicing Fee for each calendar month and any Carryover Servicing Fee payable on any Distribution Date in arrears by the Issuer shall be equal to the amounts determined by reference to the definitions of such terms as they appear in Appendix A to the Indenture.  Notwithstanding anything to the contrary contained herein or in any other Basic Document, the Servicer shall be entitled to receive any Carryover Servicing Fee on any Distribution Date only if and to the extent that sufficient funds are available pursuant to Section 2.8(e) of the Administration Agreement or Section 5.4(b) priority fifth of the Indenture.

Section 3.7

Access to Certain Documentation and Information Regarding Trust Student Loans.

  Upon reasonable prior notice, the Servicer shall provide to the Administrator and its agents access to the Trust Student Loan Files and shall permit the Administrator to examine and make copies of, and abstracts from, the records and books of account of the Servicer relating to the Trust Student Loans and shall permit the Administrator to undertake periodic site reviews of the Servicer’s operations relating to the servicing of the Trust Student Loans (including on the premises of any agent of the Servicer).  Reasonable access shall be afforded to the Administrator without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer.  Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the S ervicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

Section 3.8

Servicer Expenses.

  The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Administrator; provided, however, the Carryover Servicing Fee will be subject to increase agreed to by the Administrator and the Servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the Servicer in providing the services to be provided hereunder, whether due to changes in applicable governmental regulations, Guarantor program requirements or regulations or postal rates.  Notwithstanding anything to the contrary contained herein, the Servicer may, at its option, collect fees from the Borrowers in connection with sending payment histories and amortizati on schedules to Borrowers, faxing documents to Borrowers, providing credit reference letters to Borrowers, providing a “speed pay” payment option to Borrowers and for other similar optional services requested by a Borrower and may retain such fees.  The Servicer may also, in accordance with its customary servicing procedures, collect fees from Borrowers for returned check processing or other insufficient fund transactions and may assess such fees from the Borrower’s Trust Student Loan payment and retain such fees.  Notwithstanding the foregoing, in connection with any net payments owed to the Department which relate to special allowance payment rebates, the Servicer shall make such net payments as such payments become due, and the Servicer shall, upon written request to the Administrator, be entitled to reimbursement therefor from amounts on deposit in the Collection Account (to the extent of Available Funds) pursuant to Section 2.7(d) of the Administration Agreement.

Section 3.9

Appointment of Subservicer.

A.

The Servicer may at any time, upon the written consent of the Administrator, appoint one or more subservicers to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Notice Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee and the Noteholders for the servicing and administering of the Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of any such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Trust Student Loans.  The fees and expenses of a subservicer shall be as agreed between the Servicer and such subservicer from time to time and none of the Issuer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders shall have any responsibility therefor.  With respect to satisfying the Notice Condition referred to above, the term “subservicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers.  

B.

For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to be filed with the Commission.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a Sarbanes-Oxley Certification on behalf of the Issuer as and when r equired to be delivered.

C.

The Servicer shall promptly, upon request, provide to the Issuer a written description (in form and substance satisfactory to the Issuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Applicable Servicing Criteria will be addressed in assessments of compliance and attestations provided by each Subcontractor identified in clause (ii) of this paragraph.

D.

As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Section 3.10

Reports.

  With respect to Trust Student Loans, the Servicer shall prepare reports and data and furnish the following information to the Issuer, the Administrator, the Indenture Administrator and the Owner Trustee, unless otherwise noted, at the specified times:

(a)

The reports and data listed in Attachment C, at the times indicated in the attachment;

(b)

Within 30 days following the end of each calendar quarter, to the Department, owner’s request for interest and Special Allowance Payments (ED 799);

(c)

To credit reporting agencies as may be selected by the Servicer, credit reporting in accordance with the Higher Education Act;

(d)

At any time the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under related documents, and within five (5) Business Days of receipt of a request therefor, the Servicer shall furnish to the Owner Trustee, the Indenture Trustee or the Indenture Administrator a list of all Trust Student Loans (by borrower loan identification number, type and outstanding principal balance) and any additional information requested relating to the Trust Student Loans; and

(e)

From time to time as may be reasonably requested, reports and data providing additional information on the Trust Student Loans.

Section 3.11

Securities and Exchange Commission Filings.

A.

The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act.  At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Servicer shall sign and file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor.  The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such document on behalf of the Depositor.  Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney or (ii) the termination of the Issuer.  Notwithstanding the f oregoing, in the event that the Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form.

B.

Each Form 10-D shall be filed by the Servicer within 15 days after each Distribution Date.  On or prior to 90 days after the end of each fiscal year of the Issuer (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations.  Such Form 10-K shall include as exhibits (i) the Servicer’s annual statement of compliance described under Section 7.3 of this Agreement and Section 3.2(a) of the Administration Agreement and (ii) the accountant’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer.  If they are not so timely delivered, the Servicer shall file an amended Form 10- K including such documents as exhibits reasonably promptly after they are delivered to the Servicer.  The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith.  

C.

The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 20th of each calendar year commencing in 20__ (or if not a Business Day, the immediately preceding Business Day).  In addition, (i) the Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under this Section 3.11C or the Servicer’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith.  If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.11C or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

D.

Upon any filing with the Commission pursuant to this Section 3.11, the Servicer shall make available to the Depositor a copy of any such executed report, statement or information.

Section 3.12

Covenants and Agreements of the Issuer, Administrator, the Eligible Lender Trustee and Servicer.

  The Issuer, the Administrator, the Servicer, the Eligible Lender Trustee and the Owner Trustee each agree that:

A.

Any payment and any communications received at any time by the Issuer and the Administrator with respect to a Trust Student Loan shall be immediately transmitted to the Servicer.  Such communications shall include, but not be limited to, requests or notices of loan cancellation, notices of borrower disqualification, letters, changes in address or status, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or forbearance.

B.

The Servicer may change any part or all of its equipment, data processing programs and any procedures and forms in connection with the services performed hereunder so long as the Servicer continues to service the Trust Student Loans in conformance with the requirements herein.  The Servicer shall not make any material change in its servicing system and operations with respect to the Trust Student Loans without the prior written consent of the Administrator, which consent will not be unreasonably withheld.  Each written request for consent by the Servicer shall be acted upon promptly by the Administrator.  Anything in this paragraph B to the contrary notwithstanding, the Servicer will not be required to request the consent of the Administrator with respect to any changes in the Servicer’s servicing system and operations which the Servicer reasonably determines are required due to changes in the Higher E ducation Act or Guarantor program requirements.

C.

The Eligible Lender Trustee will furnish the Servicer with a copy of any and all Guarantee Agreements relating to the Trust Student Loans serviced hereunder.

D.

The Servicer may and, at the direction of the Administrator, shall include marketing or informational material generally provided to borrowers of loans owned by SLC with communications sent to a Borrower.

E.

The Servicer shall, if requested by a Borrower of a Trust Student Loan, arrange for the sale of such Trust Student Loan to another lender which holds another student loan of such Borrower at a price not less than the Purchase Amount.

F.

The Servicer shall arrange for the sale of a Trust Student Loan to SLC upon receipt by the Servicer of an executed consolidation loan application from the Borrower of the related Trust Student Loan or a request from the Borrower to add additional loans to such Trust Student Loans as permitted under the Higher Education Act.  The sale price for such Trust Student Loan shall equal the Purchase Amount.

Section 3.13

Incentive Programs; Deferment and Forbearance.

  The Servicer shall service the Trust Student Loans in accordance with the terms of any applicable borrower incentive program, to the extent such programs are in effect for each Trust Student Loan as of the Closing Date and to the extent any Borrower requests that any borrower incentive program be applied to the Borrower’s Trust Student Loan.  The Servicer may, in accordance with its customary servicing policies, grant any Borrower alternative payment options as provided within the terms of the Trust Student Loans (e.g., interest-only payments); provided, that such Borrower requests and properly qualifies for such deferment or forbearance in accordance with the terms of SLC’s deferment or forbearance policies, respectively; provided, further, that under such deferment and forbearance policies, any interest payments that are postponed shall be capitaliz ed no more frequently than quarterly and at the end of the deferment or forbearance period, respectively.

Section 3.14

Financial Statements.

  The Servicer shall provide to the Indenture Trustee, Indenture Administrator and the Administrator at any time that the Servicer is not an Affiliate of the Administrator (a) as soon as possible, and in no event more than 120 days after the end of each fiscal year of the Servicer, audited financials as at the end of and for such year and (b) as soon as possible, and in no event more than 30 days after the end of each quarterly accounting period of the Servicer, unaudited financials as at the end of and for such period.

Section 3.15

Insurance.

  The Servicer shall maintain or cause to be maintained insurance with respect to its property and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of institutions of the same type and size.

Section 3.16

Administration Agreement.

  The Servicer agrees to perform all duties required of the Servicer under the Administration Agreement using that degree of skill and attention that the Servicer exercises with respect to its comparable business activities.

Section 3.17

Lender Identification Number.

  The Owner Trustee may permit trusts, other than the Issuer, established by the Depositor to securitize student loans, to use the Department lender identification number applicable to the Issuer if the servicing agreements with respect to such other trusts include provisions substantially similar to this paragraph.  In such event, the Servicer may claim and collect Interest Subsidy Payments and Special Allowance Payments with respect to Trust Student Loans and student loans in such other trusts using such common lender identification number.  Notwithstanding anything herein or in the Basic Documents to the contrary, any amounts assessed against payments (including, but not limited to, Interest Subsidy Payments and Special Allowance Payments) due from the Department to any such other trust using such common lender identification number as a result of amounts owing to the Departm ent from the Issuer will be deemed for all purposes hereof and of the Basic Documents (including for purposes of determining amounts paid by the Department with respect to the student loans in the Trust and such other trust) to have been assessed against the Issuer and shall be deducted by the Administrator or the Servicer and paid to such other trust from any collections made by them which would otherwise have been payable to the Collection Account for the Issuer.  Any amounts assessed against payments due from the Department to the Issuer as a result of amounts owing to the Department from such other trust using such common lender identification number will be deemed to have been assessed against such other trust and will be deducted by the Administrator or the Servicer from any collections made by them which would otherwise be payable to the collection account for such other trust and paid to the Issuer.

Section 3.18

Privacy and Information Security Provisions.

  With respect to information that is “non-public personal information” (as defined in the GLB Regulations) that is disclosed or provided by the Trust (or on the Trust’s behalf) to the Servicer in connection with this Agreement, or any Basic Document to which the Servicer is a party, the Servicer agrees, subject to the terms hereof and the limitations of liability set forth herein, that in performing its obligations under this Agreement, the Servicer shall comply with all reuse, redisclosure, or other customer information handling, processing, security, and protection requirements that are specifically required of a non-affiliated third-party processor or servicer (or subcontractor) under the GLB Regulations and other applicable federal consumer privacy laws, rules, and regulations.  Without limiting the foregoing, the Servicer agrees that:

A.

the Servicer is prohibited from disclosing or using any “non-public personal information” (as defined in the GLB Regulations) disclosed or provided by the Trust or on the Trust’s behalf to the Servicer, except solely to carry out the purposes for which it was disclosed, including use under an exception contained in 12 CFR sections 40.14 or 40.15 or 16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the ordinary course of business to carry out those purposes; and

B.

the Servicer has implemented and will maintain an information security program designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).

Article IV

Section 4.1

Representations of Servicer.

  The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Trust Student Loans and appointing the Servicer as servicer hereunder.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Trust Student Loans to the Owner Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee and the Indenture Administrator pursuant to the Indenture.

A.

Organization and Good Standing.  The Servicer is duly incorporated and validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right to service the Trust Student Loans and to hold the Trust Student Loan Files as custodian.

B.

Due Qualification.  The Servicer is duly qualified to do business and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Trust Student Loans as required by this Agreement) shall require such qualifications.

C.

Power and Authority.  The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action.  No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Servicer of this Agreement.

D.

Binding Obligation.  This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.

E.

No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Service r or its properties.

F.

No Proceedings.  There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties:  (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the Federal or state income tax attributes of the Notes.

Section 4.2

Indemnities of Servicer.

  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

The Servicer shall pay for any loss, liability, claim or expense (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee (in its capacity as such or individually) or the Eligible Lender Trustee (in its capacity as such or individually) by the Department pursuant to the Higher Education Act, to the extent that such loss, liability or expense arose out of, or was imposed upon the Issuer, the Owner Trustee (in its capacity as such or individually) or the Eligible Lender Trustee (in its capacity as such or individually) through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and du ties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Owner Trustee (in its capacity as such or individually) or the Eligible Lender Trustee (in its capacity as such or individually) through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer.  Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event.

For purposes of this Section, in the event of the termination of the rights and obligations of SLC (or any successor thereto pursuant to Section 4.3) as Servicer pursuant to Section 5.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor servicer pursuant to Section 5.2.

Liability of the Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Eligible Lender Trustee or the termination of this Agreement.  If the Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Section 4.3

Merger or Consolidation of, or Assumption of the Obligations of, Servicer.

  The Servicer hereby agrees that, upon (a) any merger or consolidation of the Servicer into another Person, (b) any merger or consolidation to which the Servicer shall be a party resulting in the creation of another Person or (c) any Person succeeding to the properties and assets of the Servicer substantially as a whole, the Servicer shall (i) cause such Person (if other than the Servicer) to execute an agreement which states expressly that such Person assumes every obligation of the Servicer hereunder, (ii) deliver to the Owner Trustee, the Indenture Trustee or the Indenture Administrator an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been c omplied with, (iii) cause the Notice Condition to have been satisfied with respect to such transaction and (iv) cure any existing Servicer Default or any continuing event which, after notice or lapse of time or both, would become a Servicer Default.  Upon compliance with the foregoing requirements, such Person shall be the successor servicer under this Agreement without further act on the part of any of the parties to this Agreement.

Section 4.4

Limitation on Liability of Servicer.

  The Servicer shall not be under any liability to the Issuer, the Noteholders, the Administrator, the Eligible Lender Trustee, the Owner Trustee, the Indenture Administrator or the Indenture Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Servicer against its obligation to purchase Student Loans from the Trust pursuant to Section 3.5 hereof or to pay to the Trust amounts required pursuant to Section 3.5 hereof or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Servicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Trust Student Loans, the Issuer shall indemnify and hold the Servicer harmless from all cost, liability or expense of the Servicer not arising out of or relating to the failure of the Servicer to comply with the terms of this Agreement.

Section 4.5

SLC Not to Resign as Servicer.

  Subject to the provisions of Section 4.3, SLC shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement are no longer permissible under applicable law.  Notice of any such determination permitting the resignation of SLC shall be communicated to the Owner Trustee, the Indenture Trustee and the Indenture Administrator at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee, the Indenture Trustee and the Indenture Administrator concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Administra tor or a successor servicer shall have assumed the responsibilities and obligations of SLC in accordance with Section 5.2.

Article V

Section 5.1

Servicer Default.

  If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(1)

any failure by the Servicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or

(2)

any failure by the Servicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Servicer set forth in this Agreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Administrator or (B) to the Servicer, and to the Indenture Trustee, the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any br each of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its obligations under Section 3.5; or

(3)

an Insolvency Event occurs with respect to the Servicer; or

(4)

any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or

(5)

any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Indenture Administrator, or the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement.  As of the effective date of termination of the Servicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor servicer as may be appointed under Section&nb sp;5.2.  The predecessor Servicer shall cooperate with the successor servicer and the Indenture Administrator in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Trust Student Loan.  All reasonable costs and expenses, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Trust Student Loan Files to the successor servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses.  If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account.  Upon receipt of notice of the occurrence of a Servicer Default, the Issuer shall promptly g ive notice thereof to the Indenture Trustee, the Indenture Administrator and the Rating Agencies.

Notwithstanding the foregoing, the Servicer shall not be deemed to have breached its obligations to service the Trust Student Loans, nor will a Servicer Default be deemed to have occurred under this Section 5.1, if the Servicer is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man made disasters); provided, that the Servicer shall be required to diligently undertake all actions necessary to resume the performance of its duties hereunder as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the Trust Student Loans, to transfer servicing, either temporarily or permanen tly, to another servicer.

Section 5.2

Appointment of Successor.

A.

Upon receipt by the Servicer of notice of termination pursuant to Section 5.1, or the resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the Indenture Administrator or a successor servicer shall have assumed the responsibilities and duties of SLC.  In the event of the termination hereunder of the Servicer, the Issuer shall appoint a successor servicer acceptable to the Indenture Administrator, and the successor servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Administrator.  In the event that a successor servicer has not been a ppointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Administrator without further action shall automatically be appointed the successor servicer and the Indenture Administrator shall be entitled to the Servicing Fee and any Carryover Servicing Fees.  Notwithstanding the above, the Indenture Administrator shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor servicer shall in no event relieve the Indenture Administrator from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

B.

Upon appointment, the successor to the Servicer (including the Indenture Administrator acting as successor to the Servicer) shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities placed on the predecessor Servicer that arise thereafter or are related thereto and shall be entitled to an amount agreed to by such successor servicer (which shall not exceed the Servicing Fee unless the Notice Condition is satisfied with respect to such compensation arrangements) and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement; provided, that the successor servicer shall assume no liability or responsibility for any acts, representations, obligations and covenants of any predecessor Servicer prior to the date that the successor servicer becomes Servicer hereunder.

C.

Notwithstanding the foregoing or anything to the contrary herein or in the other Basic Documents, the Indenture Administrator, to the extent it is acting as successor servicer pursuant hereto and thereto, shall be entitled to resign to the extent a qualified successor servicer has been appointed and has assumed all the obligations of the Servicer in accordance with the terms of this Agreement and the other Basic Documents.

Section 5.3

Notification to Noteholders.

  Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article V, the Indenture Administrator shall give prompt written notice thereof to Noteholders, the holder of the Trust Certificate and the Rating Agencies (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to the Rating Agencies).

Section 5.4

Waiver of Past Defaults.

  The Indenture Trustee acting at the direction of Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes may, on behalf of all Noteholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Administration Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

Article VI

Section 6.1

Amendment.

A.

This Agreement may be amended by the Servicer, the Issuer or the Administrator, without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder; provided, further, that any such amendment shall not result in or cause a significant change to the permissible activities of the Trust.

B.

This Agreement may also be amended from time to time by the Servicer, the Issuer and the Administrator, with the consent of the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

It shall not be necessary for the consent of Noteholders pursuant to this clause B, to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

At least fifteen days prior to the execution of any amendment to this Agreement, the Issuer shall furnish written notification of the substance of such amendment to each of the Rating Agencies.  Promptly after the execution of any amendment to this Agreement, the Issuer shall furnish written notification of the substance of such amendment to the Indenture Trustee and the Indenture Administrator.

Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Indenture Administrator and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee, the Indenture Administrator and the Indenture Trustee may, but shall not be obligated to, execute and deliver such amendment which affects its rights, powers, duties or immunities hereunder.

Section 6.2

Notices.

  All notices hereunder shall be given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating written record of such notice and its receipt.  Notices hereunder shall be effective when received and shall be addressed to the respective parties hereto at the addresses set forth below, or at such other address as shall be designated by any party hereto in a written notice to each other party pursuant to this Section.  

If to the Servicer or Administrator, to:

The Student Loan Corporation
750 Washington Boulevard, 9^th floor
Stamford, Connecticut  06901
Attn: General Counsel

If to the Issuer, to:

SLC Student Loan Trust 20__-__
c/o ____________________
____________________
Attn: ____________________

Section 6.3

Counterparts.

  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

Section 6.4

Entire Agreement; Severability.

  This Agreement constitutes the entire agreement among the Issuer, the Administrator, the Owner Trustee and the Servicer.  All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby.

If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 6.5

Governing Law.

  The terms of this Agreement shall be subject to all applicable provisions of the Higher Education Act and shall be construed in accordance with and governed by the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

Section 6.6

Relationship of Parties.

  The Servicer is an independent contractor and, except for the services which it agrees to perform hereunder, the Servicer does not hold itself out as an agent of any other party hereto.  Nothing herein contained shall create or imply an agency relationship among the Servicer and any other party hereto, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

Section 6.7

Captions.

  The captions used herein are for the convenience of reference only and are not part of this Agreement, and shall in no way be deemed to define, limit, describe or modify the meanings of any provision of this Agreement.

Section 6.8

Nonliability of Directors, Officers and Employees of Servicer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee and the Administrator.

  No member of the board of directors or any officer, employee or agent of the Servicer, the Administrator, the Owner Trustee, the Indenture Administrator or the Indenture Trustee (or any Affiliate of any such party) shall be personally liable for any obligation incurred under this Agreement.

Section 6.9

Assignment.

  This Agreement may not be assigned by the Servicer except as permitted under Sections 4.3, 4.5 and 5.2 hereof.  This Agreement may not be assigned by the Administrator except as permitted under Sections 4.3 and 4.6 of the Administration Agreement.

Section 6.10

Limitation of Liability of Owner Trustee, Indenture Administrator and Indenture Trustee.

A.

Notwithstanding anything contained herein to the contrary, this Agreement has been signed by ____________________, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall ____________________ in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Owner Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

B.

Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Citibank, N.A., not in its individual capacity but solely in its capacity as Indenture Administrator of the Issuer and in no event shall Citibank, N.A. in its individual capacity or, except as expressly provided in the Indenture, as Indenture Administrator have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

C.

Notwithstanding anything contained herein to the contrary, this Agreement has been signed by ____________________, not in its individual capacity but solely in its capacity as Indenture Trustee of the Issuer and in no event shall ____________________ in its individual capacity or, except as expressly provided in the Indenture, as Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

Article VII

Section 7.1

Intent of the Parties; Reasonableness.

  The Servicer and the Administrator, on behalf of the Issuer, acknowledge and agree that the purpose of Article VII of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.  Neither the Servicer nor the Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among p articipants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Servicer shall cooperate fully with the Administrator, on behalf of the Issuer, to deliver to the Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and/or any Subservicer or the servicing of the Trust Student Loans, reasonably believed by the Administrator, on behalf of the Issuer, to be necessary in order to effect such com pliance.

The Administrator, on behalf of the Issuer, (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer's reasonable judgment, to comply with Regulation AB.

Section 7.2

Reporting Requirements.

A.

If so requested by the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of Notes, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings pending against the Servicer and any Subservicer and (ii) provide to the Issuer a description of such proceedings, affiliations or relationships.

B.

As a condition to the succession to Servicer or any Subservicer by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Issuer and the Administrator, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer, all information reasonably requested by the Administrator, acting on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of Notes.

C.

In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Administrator, acting on behalf of the Issuer, the Servicer and any Subservicer shall provide such information regarding the performance or servicing of the Trust Student Loans as is reasonably required to facilitate preparation of quarterly distribution reports in accordance with Item 1121 of Regulation AB.

Section 7.3

Servicer Compliance Statement.

  On or before March 20th of each calendar year, commencing in 20__, the Servicer shall deliver to the Issuer and the Administrator a statement of compliance addressed to the Issuer and the Administrator and signed by an Authorized Officer of the Servicer, to the effect that (i) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and shall facilitate the delivery of any required statement of compliance by each Subservicer.

Section 7.4

Report on Assessment of Compliance and Attestation.

A.

On or before March 20th of each calendar year, commencing in 20__, the Servicer shall:

(1)

deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an Authorized Officer of the Servicer, and shall address each of the Applicable Servicing Criteria specified on a certification substantially in the form of Attachment F attached to this Agreement;

(2)

deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(3)

cause each Subservicer and Subcontractor, determined by the Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' attestation as and when provided in paragraphs (1) and (2) of this Section; and

(4)

if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes-Oxley Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment E.

The Servicer acknowledges that the parties identified in clause A(4) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes-Oxley Certification and filing such with the Commission.  The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year.

Each assessment of compliance provided by a Subservicer shall address each of the Applicable Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf by their duly authorized officers as of the date first above written.

THE STUDENT LOAN CORPORATION,
as Servicer and Administrator

By:

__________________________
Name:
Title:

SLC STUDENT LOAN TRUST 20__-__

By:

____________________,
not in its individual capacity
but solely as Owner Trustee

By:

__________________________
Name:
Title:

AGREED TO AND ACCEPTED BY:

____________________,
not in its individual capacity but solely
as Indenture Trustee

By:

__________________________
Name:
Title:

CITIBANK, N.A.,
not in its individual capacity but solely

as Indenture Administrator

By:

__________________________
Name:
Title:

ATTACHMENT A

[Reserved.]

ATTACHMENT B

LOCATIONS

The Student Loan Corporation
750 Washington Boulevard, 9^th floor
Stamford, Connecticut  06901
(203) 975-6112

The Student Loan Corporation

99 Garnsey Road

Pittsford, New York 14534

The Student Loan Corporation

12401 Prosperity Drive

Silver Spring, Maryland 20904

The Student Loan Corporation

931 Litsey Road

Roanoke, Texas 76262

The Student Loan Corporation

5280 Corporate Drive

Frederick, Maryland 21703

The Student Loan Corporation

201 Blue Ridge Drive

Georgetown, Texas 78626

Citibank (South Dakota), National Association
701 East 60th Street North
Lot 3, Block 3
Building 02/Floor 01/Zone 38
Sioux Falls, South Dakota  57117
(605) 331-7307

ATTACHMENT C

REPORTS

(To Be Provided For Each Transaction)

ATTACHMENT D

FORM OF CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY SERVICER

CERTIFICATION

SLC Student Loan Trust 20__-__ (the “Issuer”)
Student Loan Asset-Backed Notes (the “Notes”)

I, ____________________, the ____________________ of The Student Loan Corporation, certify to SLC Student Loan Receivables I, Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Servicing Agreement, dated as of __________, 20__ (the “Servicing Agreement”), between The Student Loan Corporation, as servicer and administrator, and the Issuer), that:

1.

I have reviewed the servicing reports relating to the Issuer delivered by the Servicer to the Indenture Trustee covering the fiscal year 20__;

2.

Based on my knowledge, the servicing information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by these servicing reports;

3.

Based on my knowledge, the servicing information required to be provided to the Indenture Trustee by the Servicer under the Servicing Agreement for inclusion in the reports to be filed by the Indenture Trustee is included in the servicing reports delivered by the Servicer to the Indenture Trustee;

4.

I am responsible for reviewing the activities performed by the Servicer under the Servicing Agreement and based upon my knowledge and the annual compliance review required under Section 3.2(a) of the Administration Agreement with respect to the Servicer, and except as disclosed in the compliance certificate delivered by the Servicer under Section 3.2(a) of the Administration Agreement, the Servicer has fulfilled, in all material respects, its obligations under the Servicing Agreement; and

5.

The reports disclose all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the attestation standards established by the American Institute of Certified Public Accountants, as set forth in the Administration Agreement.

Date: ________________________

By: __________________________
Name:
Title:

ATTACHMENT E

FORM OF ANNUAL CERTIFICATION

Re:

The Servicing Agreement dated as of __________, 20__ (the "Agreement"), among SLC Student Loan Trust 20__-__, as Issuer and The Student Loan Corporation, as Servicer and Administrator__________________________

I, ___________________, the __________________ of The Student Loan Corporation (the "Servicer"), certify to the Administrator, on behalf of the Issuer, and their officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on assessment of the Servicer's compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the "Applicable Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's certificates and other information relating to the servicing of the trust student loans by the Servicer during 20__ that were delivered by the Servicer to the Administrator, on behalf of the Issuer, pursuant to the Agreement (collectively, the "Company Servicing Information");

(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Administrator, on behalf of the Issuer;

(4) I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and

(5) The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Administrator, on behalf of the Issuer.  Any material instances of noncompliance described in such reports have been disclosed to the Administrator, on behalf of the Issuer.  Any material instance of noncompliance with the Applicable Servicing Criteria has been disclosed in such reports.

Date: ________________________

By:

__________________________
Name:
Title:

ATTACHMENT F

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by The Student Loan Corporation, as the Servicer, shall address, at a minimum, the criteria identified below (the "Applicable Servicing Criteria"):

Reference	Criteria	Applicability
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.	X
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	X
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	X

THE STUDENT LOAN CORPORATION,

not in its individual capacity but solely
as Servicer

Date: ________________________

By:

________________________
Name:
Title:

EX-99.4

EXHIBIT 99.4

SUBSERVICING AGREEMENT

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”).

WITNESSETH:

WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust 20__-__ (the “Issuer”) that include servicing and holding student loans which are guaranteed under a guarantee program established pursuant to the requirements of the Higher Education Act of 1965, as amended (the “Student Loans”);

WHEREAS, such services are provided by the Servicer to the Issuer pursuant to a Servicing Agreement, dated as of __________, 20__ (the “Servicing Agreement”), by and between (i) the Servicer, (ii) the Issuer, and (iii) The Student Loan Corporation, 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;

WHEREAS, the Issuer will issue notes (the “Notes”) pursuant to the Indenture, dated as of __________, 20__ (the “Indenture”), by and among the Issuer, ____________________, as indenture trustee (the “Indenture Trustee”), and Citibank, N.A., as indenture administrator (the “Indenture Administrator”) and as eligible lender trustee, which Notes are payable from the assets of the Issuer;

WHEREAS, the Subservicer is engaged in the business of providing, among other things, loan servicing services for Student Loans; and

WHEREAS, the Servicer wishes to retain the Subservicer to service all the Student Loans owned by the Issuer as beneficial owner which are required to be serviced by the Servicer under the Servicing Agreement (the “Subserviced Student Loans”), and the Subservicer wishes to undertake the obligation to service all such Subserviced Student Loans in accordance with the requirements of the Higher Education Act of 1965, as amended, regulations promulgated thereunder by the Department and requirements issued by any applicable Guarantor (collectively, the “Higher Education Act”) and under the terms hereinafter set forth;

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the Servicer and the Subservicer agree as follows:

1.

Definitions.  Capitalized terms which are not otherwise defined in this Agreement shall have the meanings ascribed thereto in Appendix A to the Indenture.

2.

Servicing Requirement and Engagement of Subservicer.  The Servicer hereby authorizes and appoints the Subservicer to act as its agent for the limited purpose of servicing the Subserviced Student Loans.  The Subservicer agrees to perform such functions in compliance with all requirements of the Higher Education Act and all other applicable laws and regulations, and in accordance with the terms and conditions of this Agreement, the Servicing Agreement and the Guarantee Agreements.

The authorization granted by this Agreement includes, but is not limited to, correspondence and communication with any Guaranty Agency or the Department regarding the Subserviced Student Loans, the assignment of claims to any Guarantor or insurer, communication with borrowers under the Trust Student Loans (the “Borrowers”) and any other communication, correspondence, signature or other act required to service the Subserviced Student Loans in accordance with requirements of the Higher Education Act or regulations promulgated by any Guaranty Agency.

3.

Subservicer Compensation.  a.   The Servicer shall pay compensation to the Subservicer for its services hereunder in accordance with the terms and provisions set forth in that certain ____________________ dated as of __________, 20__, as such agreement may be amended from time to time, among Citibank (South Dakota), National Association (successor by merger to Citibank USA, National Association), the Servicer and Citibank, N.A., as trustee for The Student Loan Corporation (the “20[__] Agreement”).  

b.

The Subservicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late charges received with respect to the Subserviced Student Loans and that the Subservicer shall have no right to retain such amounts as payment of any fees due the Subservicer from the Servicer under the terms of this Agreement.  The Servicer hereby authorizes the Subservicer to assess, collect and retain any charges which the Servicer or the Issuer is permitted by law or regulation to assess with respect to not sufficient fund (“NSF”) processing or other collection costs.

c.

The Subservicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Subservicer and expenses incurred in connection with distributions and reports to the Servicer.  

d.

The Subservicer is entitled to an increase in fees for certain uncontrollable costs.  To initiate such an increase, the Subservicer must give the Servicer a written notice specifying the proposed increase or increases, together with an explanation of the uncontrollable costs on which they are based.  Such increases shall be effective immediately after such notice is given, unless the parties agree on another effective date or the Servicer gives timely notice of non-acceptance of such fees.  Uncontrollable costs are limited to postage costs, telecommunication costs, wages, facilities, software and hardware upgrades, equipment upgrades, and costs related to material changes to the services performed hereunder arising from changes to The Higher Education Act, guaranty agency rules and regulations, FFELP regulations, or similar authority under which Student Loans are made.  The Subservi cer and the Servicer shall negotiate in good faith any amendment to this Agreement to reflect the increase in servicing fees.  

e.

In the event the Servicer does not accept the proposed modification in fees or expenses, it shall provide written notification to the Subservicer within thirty (30) days of its receipt of the Subservicer’s notice of the proposed increase.  If the parties thereafter fail to reach agreement on an increase or modification of the fees, the Subservicer may, within 90 days after giving its notice of increase to the Servicer, give written notice of termination of this Agreement.  The termination will take effect 270 days after the Subservicer’s notice of increase, or such other date as is mutually agreed to by the parties.  Notwithstanding the Servicer’s non-acceptance of the fee increase, the Subservicer’s proposed modification in fees or expenses shall take effect 180 days after the Subservicer’s notice of termination and such amended pricing shall be in effect from t hat date until this Agreement is terminated.  The Servicer is responsible for all direct conversion costs should both parties agree to terminate this Agreement.

4.

Custody of Subserviced Student Loan Files.  To assure uniform quality in servicing the Subserviced Student Loans and to reduce administrative costs, the Servicer hereby revocably appoints the Subservicer, and the Subservicer hereby accepts such appointment, to act for the benefit of the Servicer, the Issuer, the Indenture Administrator, and the Indenture Trustee as custodian of the following documents or instruments (collectively the “Subserviced Student Loan Files”) which are hereby constructively delivered to the Indenture Administrator, as pledgee of the Issuer with respect to each Subserviced Student Loan:

a.

the original fully executed copy of the note (or all electronic records evidencing the same) evidencing the Subserviced Student Loan; and

b.

any and all other documents and computerized records that the Subservicer shall keep on file, in accordance with its customary procedures, relating to such Subserviced Student Loan or any obligor with respect thereto.

5.

Duties of Subservicer as Custodian.  The Subservicer shall hold the Subserviced Student Loan Files for the benefit of the Servicer, the Issuer, the Indenture Administrator and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Subserviced Student Loan File as shall enable the Servicer to comply with the Servicing Agreement.  In performing its duties as custodian, the Subservicer shall act with reasonable care and shall ensure that it fully complies with all applicable Federal and state laws, including the Higher Education Act, with respect thereto.  The Subservicer shall take all actions necessary with respect to the Subserviced Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in order to enable the Servicer and the Issuer to verify the accuracy of the Subservicer’s record keeping with respect to the Subservicer’s obligations as custodian hereunder.  The Subservicer shall promptly report to the Servicer, the Issuer, the Administrator, the Indenture Administrator and the Indenture Trustee any material failure on its part to hold the Subserviced Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.  Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Owner Trustee, the Indenture Administrator or the Indenture Trustee of the Subserviced Student Loan Files.  If in the reasonable judgment of the Servicer it is necessary to preserve the interests of the Noteholders and the Trust in the Subserviced Student Loans or at the request of the Owner Trustee or the Administrator, the Subservicer shall transfer physical possession of the notes evidencing the Subserviced Student Loans to the Servicer, the Owner Tru stee, the Indenture Administrator the Indenture Trustee or any other custodian for any of them designated by the Owner Trustee.

The Subservicer shall maintain each Subserviced Student Loan File at one of the offices specified in Attachment B to the Servicing Agreement or at such other office or storage facility as shall be consented to by the Servicer upon written notice to the Servicer.  Upon reasonable prior notice, the Subservicer shall make available to the Servicer or its respective duly authorized representatives, attorneys or auditors a list of locations of the Subserviced Student Loan Files and the related accounts, records and computer systems maintained by the Subservicer at such times during normal business hours as the Issuer shall instruct.

Upon written instruction from the Servicer, the Subservicer shall release any Subserviced Student Loan File to the Servicer, the Servicer’s agent or the Servicer’s designee, as the case may be, at such place or places as the Servicer may reasonably designate, as soon as practicable.  The Servicer shall cooperate with the Subservicer to provide the Subservicer with access to the Subserviced Student Loan Files in order for the Subservicer to continue to service the Subserviced Student Loans after the release of the Subserviced Student Loan Files.  In the event the Subservicer is not provided access to the Subserviced Student Loan Files, the Subservicer shall not be deemed to have breached its obligations pursuant to Section 6 if it is unable to perform such obligations due to its inability to have access to the Subserviced Student Loans Files.  The Subservicer shall not be liable for any losses with respect to the servicing of such Subserviced Student Loans arising after the release of the related Subserviced Student Loan Files to the extent the losses are attributable to the Servicer’s inability to have access to the related Subserviced Student Loan Files.

6.

Duties of Subservicer.  The Subservicer, for the benefit of the Servicer and the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Subserviced Student Loans with reasonable care, using that degree of skill and attention that the Subservicer exercises with respect to similar student loans that it services on behalf of the Servicer and the Issuer, beginning on the date of this Agreement and continuing until the Subserviced Student Loans are paid in full.  Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Subservicer shall manage, service, administer and make collections with respect to the Subserviced Student Loans (including the collection of any Interest Subsidy Payments and Special Allowance Payments on behalf of the Owner Trustee) in accordance with, and otherwise comply with, all applicable Federal and state laws, including all applicable rules, regulations and other requirements of the Higher Education Act and the applicable Guarantee Agreements, the failure to comply with which would adversely affect the eligibility of one or more of the Subserviced Student Loans for Federal reinsurance or Interest Subsidy Payments or Special Allowance Payments or one or more of the Subserviced Student Loans for receipt of Guarantee Payments.

The Subservicer’s duties shall include, but shall not be limited to, collection and posting of all payments, responding to inquiries of Borrowers on such Subserviced Student Loans, monitoring Borrowers’ status, making required disclosures to Borrowers, performing due diligence with respect to Borrower delinquencies, sending payment coupons to Borrowers and otherwise establishing repayment terms and reporting tax information to Borrowers, if applicable. The Subservicer shall follow its customary standards, policies and procedures in performing its duties as Subservicer.  Without limiting the generality of the foregoing, the Subservicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator, and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Subserviced Student Loans; provided, however, that the Subservicer agrees that it will not (a) permit any rescission or cancellation of a Subserviced Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture Administrator, provided, however, that the Subservicer may write off any delinquent Subserviced Student Loan if the remaining balance of the Borrower’s account is less than $50 or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Subserviced Student Loan except pursuant to any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of Student Loans; provided, further, however, that the Subservicer shall not agree to any reduction of yield with respect to any Subserviced Student Loan (either by reducing Borrower payments or reducing principal balance) except as permitted in accordance with Section 3.13 of the Servicing Agreement.  The Servicer, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Subservicer to maintain any and all collection procedures with respect to the Subserviced Student Loans, including filing, pursuing and recovering claims with the Guarantors for Guarantee Payments and with the Department for Interest Subsidy Payments and Special Allowance Payments and taking any steps to enforce such Subserviced Student Loans such as commencing a legal proceeding to enforce a Subserviced Student Loan in the names of the Issuer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee, the Servicer and the Noteholders.  The Servicer shall upon the written request of the Subservicer furnish the Subservicer with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Subservicer to carry out its servicing and administrative duties hereunder.

Until all Subserviced Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guarantor, or transferred to the Servicer or another Subservicer, the Subservicer shall (a) cause to be furnished to the Servicer such financial statements as the Servicer may reasonably request, including quarterly unaudited financial statements within thirty (30) days after the conclusion of each fiscal quarter, annual unaudited financial statements within ninety (90) days after the end of each fiscal year, and annual financial statements of a parent company within ninety (90) days after the end of each fiscal year audited by KPMG LLP or nationally recognized independent certified public accounts and such other information with respect to the Subservicer’s business affairs, assets, and liabilities as the Servicer may reasonably request and (b) maintain books, reco rds and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls.

For the benefit of the Issuer, the Subservicer shall use reasonable efforts consistent with the first paragraph of this Section 6 in its servicing of any delinquent Subserviced Student Loans.

The Subservicer will do nothing to impair the rights granted to the Noteholders under the Indenture, except for such actions as may be required by the Higher Education Act or other applicable law.

The Subservicer will do nothing to impair the rights of the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders in the Subserviced Student Loans.

7.

Purchase of Subserviced Student Loans; Reimbursement.  a.   The Subservicer and the Servicer shall give notice to the other party promptly, in writing, upon the discovery of any breach of the provisions of Section 6 which has a material adverse effect (individually or in the aggregate) on the Noteholders.  In the event of such a material breach which is not curable by reinstatement of the Guarantor’s guarantee of such Subserviced Student Loan, the Subservicer shall, not later than 210 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Subserviced Student Loan and subject to the other provisions set forth in this Section 7, cure the breach, reimburse the Servicer or pay to the Servicer an amount equal to the outstanding principal balanc e plus all accrued interest through the date of the breach or original loss of benefits, less the amount subject to any lender risk sharing under either the FFELP or any private program (said amount being referred to herein as the “Purchase Amount”).  Notwithstanding the Subservicer’s obligation to the Servicer set forth above, the Servicer shall use any commercially reasonable efforts to reduce such obligation through its customary practices to recover unpaid principal and interest.

In consideration of the purchase of any such Subserviced Student Loan pursuant to this Section 7, the Subservicer shall remit the Purchase Amount to the Servicer in the manner and at the time specified in Section 2.6 of the Administration Agreement.  Any breach that relates to compliance with the requirements of the Higher Education Act or of the applicable Guarantor but that does not affect such Guarantor’s obligation to guarantee payments of a Subserviced Student Loan will not be considered to have a material adverse effect for purposes of Section 7(a). Anything in this Section 7 to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Subserviced Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Subservicer determines that claims c annot be filed pursuant to the Higher Education Act as a result of a breach by the Subservicer, Servicer or the Depositor, exceeds 1% of the Pool Balance, the Servicer or the Depositor, as appropriate, shall purchase, within 30 days of a written request of the Owner Trustee, the Indenture Trustee or the Indenture Administrator, such affected Subserviced Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Subserviced Student Loans is less than 1% of the Pool Balance.  The Subserviced Student Loans to be purchased by the Subservicer, the Servicer or the Depositor pursuant to the preceding sentence shall be based on the date of claim rejection (or date of notice referred to in the first sentence of this Section 7) with the Subserviced Student Loans with the earliest such date to be purchased first.

b.

In lieu of repurchasing Subserviced Student Loans pursuant to this Section 7, the Servicer may, at its option, with the prior written consent of the Administrator, arrange for the substitution of Student Loans which are substantially similar as of the date of substitution on an aggregate basis to the Subserviced Student Loans for which they are being substituted with respect to the following characteristics:

(1)

status (i.e., in-school, grace, deferment, forbearance or repayment);

(2)

program type (i.e., unsubsidized or subsidized Stafford loan (pre-1993 vs. post-1993) or PLUS loan);

(3)

school type;

(4)

total return;

(5)

principal balance; and

(6)

remaining term to maturity.

In addition, each substituted Student Loan shall comply, as of the date of substitution, with the representations and warranties made by the Depositor in the Sale Agreement.  In choosing Student Loans to be substituted pursuant to this subsection (b), the Servicer shall make a reasonable determination that the Student Loans to be substituted will not have a material adverse effect on the Noteholders.

c.

In the event the Servicer elects to substitute Student Loans pursuant to this Section 7, the Subservicer will remit to the Servicer the amount of any shortfall between the Purchase Amount of the substituted Student Loans and the Purchase Amount of the Subserviced Student Loans for which they are being substituted.  The Subservicer shall also remit to the Servicer an amount equal to all nonguaranteed interest amounts that would have been owed to the Issuer by the Guarantor but for the breach of the Subservicer and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Subserviced Student Loans in the manner provided in Section 2.6 of the Administration Agreement.

d.

Neither the Owner Trustee, the Indenture Trustee nor the Indenture Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Subserviced Student Loan or the reimbursement for any interest penalty pursuant to this Section 7.

e.

The Subservicer shall not be deemed to have breached its obligations pursuant to Section 6 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters).  The Subservicer shall diligently perform its duties under this Agreement as soon as practicable following the termination of such interruption of business.

f.

The Subservicer and the Servicer acknowledge that servicing errors can occur during the ordinary course of business which can cause loss of guaranty or insurance benefits, operating losses and interest adjustments and are included within the pricing paid by the Servicer to the Subservicer under this Agreement.  Subservicer’s liability arising under this Section 7 shall begin to accrue when operating losses that are directly attributable to the Subservicer’s actions, on an annual basis (calculated monthly), exceed .026 of 1% (2.6 basis points) times the average dollar balance of Student Loans in repayment status; and when Adjustment and Refunds on an annual basis (calculated monthly) exceed .018 of 1% (1.8 basis points) times the average dollar balance of Student Loans in repayment status.

g.

The Subservicer’s maximum liability for a Single Occurrence (as defined below) shall be limited to an amount equal to the average of monthly compensation paid to date during the term of this Agreement.  The Subservicer’s maximum liability for indemnification for multiple Single Occurrences under this Section 7 during any one calendar year shall be limited to an amount equal to the total compensation paid by the Servicer to the Subservicer for the calendar year.  In the event the total number of months during the calendar year are less than twelve, the maximum liability shall not exceed the average of monthly compensation multiplied by twelve.  For purposes herein, the term “Single Occurrence” shall mean an event pursuant to which losses resulting from a single action or inaction do not exceed the average monthly compensation paid to date by the Servicer to the Subservicer during the term of this Agreement.  the Subservicer shall pay to the Servicer any amounts owed under this subsection (g) within 90 days of the date on which a final determination is made regarding the Servicer’s right to indemnification hereunder.

h.

The Subservicer’s liability for indemnification for a Catastrophic Event (as defined below) under this Section 7 shall not be limited to the average of monthly compensation paid to date by the Servicer to the Subservicer during the term of this Agreement.  Instead, the Subservicer shall compensate the Servicer for all losses resulting from the Catastrophic Event within 90 days of the date on which a final determination is made regarding the Servicer’s right to indemnification hereunder; provided, however, that, the Subservicer shall increase the fees charged the Servicer under Section [3] of the 20[__] Agreement by an incremental ten percent (10%), until such time as the Subservicer has been fully compensated by such incremental ten percent (10%) for the losses incurred hereunder which are in excess of the average of monthly compensation resulting from the Catastrophic Even t.  For purposes herein, the term “Catastrophic Event” shall mean an event pursuant to which losses, incurred from a Single Occurrence or loss that may relate to a recurring series of losses which are the result of a single action or inaction, exceed the average monthly compensation owed by the Servicer to the Subservicer paid to date during the term of this Agreement.

i.

In the event of a termination of this Agreement prior to the full repayment of any amounts owed under this Section 7, the Servicer agrees to pay a termination fee to the Subservicer taking into consideration any amounts of unpaid balance owed by either party to the other  under the terms of this Section 7.  

j.

Any remedies for breach by the Subservicer shall be limited to this Section 7.  In no event shall the Subservicer be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties.  Any action for the breach of any provision of this Agreement shall be commenced within one year from the date of such breach.  

k.

Notwithstanding anything to the contrary set forth in this Section 7, with respect only to the services to be performed which are set forth in [Schedule 2 of Exhibit A] of the 20[__] Agreement, the Subservicer provides no guarantee to Customer for such services performed by a third party vendor, nor is the Subservicer responsible for any losses incurred by the Servicer due to third-party vendor performance; provided, however, the indemnification provisions set forth in Section 7 of this Agreement shall remain effective in all respects with respect to any additional services to be performed by the Subservicer for the Servicer set forth in [Schedule 2 to Exhibit A] to the 20[__] Agreement.  Each of the parties hereto acknowledge and agree that the Subservicer shall indemnify the Servicer for any claims arising out of or as a result of the Subservicer’s performance of all such addi tional services or the failure to perform such additional services, all as more particularly set forth in Section 7 of this Agreement.

l.

The Subservicer shall make reasonable efforts (including all efforts that may be specified under the Higher Education Act or any Guarantee Agreement) to collect all payments called for under the terms and provisions of the Subserviced Student Loans as and when the same shall become due and shall follow such collection procedures as it follows with respect to similar student loans that it services on behalf of the Servicer.  The Subservicer shall allocate collections with respect to the Subserviced Student Loans between principal, interest and fees as described in Section 2.5 of the Administration Agreement.  The Subservicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Subserviced Student Loan.

8.

Collection of Subserviced Student Loan Payments.  The Subservicer shall make reasonable efforts to claim, pursue and collect all Guarantee Payments from the Guarantors pursuant to the Guarantee Agreements with respect to any of the Subserviced Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as it follows with respect to comparable guarantee agreements and student loans that it services on behalf of the Servicer.  In connection therewith, the Subservicer is hereby authorized and empowered to convey to any Guarantor the note and the related Subserviced Student Loan File representing any Subserviced Student Loan in connection with submitting a claim to such Guarantor for a Guarantee Payment in accordance with the terms of the app licable Guarantee Agreement.  All amounts so collected by the Subservicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account.  The Owner Trustee shall, upon the written request of the Servicer or the Administrator, furnish the Subservicer with any power of attorney and other documents necessary or appropriate to enable the Subservicer to convey such documents to any Guarantor and to make such claims.

The Subservicer shall remit within four Business Days of receipt thereof to the Servicer all identifiable payments by or on behalf of the Obligors with respect to the Subserviced Student Loans (other than Purchased Student Loans) as collected during the Collection Period; provided, however, that if the Subservicer’s short-term debt rating is withdrawn or downgraded below “A-2” by S&P or below “P-1” by Moody’s or the Subservicer’s long-term debt rating is withdrawn or downgraded below “A2” by Moody’s, the Subservicer shall remit to the Servicer all such identifiable payments within two Business Days of receipt thereof until such time as the Subservicer has either (i) entered into a guarantee agreement acceptable to the Rating Agencies and which satisfies the Notice Condition or (ii) (A) received a short-term debt rating of at l east “A-2” by S&P and (B) received a short-term debt rating of at least “P-1” by Moody’s or a long-term debt rating of at least “A2” by Moody’s.

The Servicer shall, on behalf of the Issuer, make reasonable efforts to claim, pursue and collect all Interest Subsidy Payments and Special Allowance Payments from the Department with respect to any of the Subserviced Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments. All amounts so collected by the Servicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account as described in Section 2.4 of the Administration Agreement.  In connection therewith, the Servicer shall prepare and file with the Department on a timely basis all claims forms and other documents and filings necessary or appropriate in con nection with the claiming of Interest Subsidy Payments and Special Allowance Payments.

9.

Right of Inspection; Audits.  Upon reasonable prior notice, the Servicer and the Administrator and their respective agents have the right to access the Subserviced Student Loan Files and to examine and make copies of, and abstracts from, the records and books of account of the Subservicer relating to the Subserviced Student Loans and to undertake periodic site reviews of the Subservicer’s operations relating to the servicing of the Subserviced Student Loans (including on the premises of any agent of the Subservicer), provided, however, that such activities shall not unreasonably disrupt the Subservicer’s normal business operation.  The Subservicer shall afford reasonable access to the Servicer and the Administrator and their respective agents without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Subservicer.  No thing in this Section shall affect the obligation of the Subservicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Subservicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

10.

Reports.  With respect to Subserviced Student Loans, the Subservicer shall prepare reports and data and furnish the following information to the Servicer, unless otherwise noted, at the specified times:

a.

the reports and data listed in Attachment C to the Servicing Agreement, at the times indicated in the attachment;

b.

to credit reporting agencies selected by the Servicer, credit reporting in accordance with the Higher Education Act; and

c.

such other reports and information as become necessary to provide the information required by Items 1121 and 1122 of Regulation AB, promulgated by the Commission, including, without limitation, any assessment of compliance and accountants' attestation as and when provided in paragraphs (1) and (2) of Section 7.4 of the Servicing Agreement to the extent that the Subservicer is determined by the Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB.

11.

Subservicer Certification.  The Subservicer shall sign a certification (in the form attached hereto as Exhibit A-3 or in such other form as may be appropriate or necessary and as may be agreed upon by the Subservicer and the Servicer as a result of changes promulgated by the Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Servicer and its officers, directors and Affiliates by March 1st of each year (or if not a Business Day, the immediately preceding Business Day).  In addition, the Subservicer shall indemnify and hold harmless the Servicer, the Depositor and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.  If the indemnification provided for herein is unavailable or insufficient to hold harmless the Servicer or the Depositor, then the Subservicer agrees that it shall contribute to the amount paid or payable to the Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of such Servicer or Depositor in such proportion as is appropriate to reflect the relative fault of such Subservicer or Depositor on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.

12.

Compliance Report.  The Subservicer agrees that it shall permit, not more than once per year, the Servicer, the Issuer, the Indenture Trustee or the Indenture Administrator, as the Indenture Trustee’s designee, to conduct or have conducted a procedural audit regarding the Subservicer’s compliance with the requirements of the Higher Education Act or the terms of this Agreement.  Such audits shall be at the expense of the Servicer.

13.

Representations and Warranties of Subservicer.  The Subservicer makes the following representations, warranties and covenants to the Servicer on the date of this Agreement.  The Subservicer shall be deemed to have repeated the representations and warranties on each date on which a new series of Notes is issued under the Indenture.

a.

The Subservicer is duly chartered and validly existing as a national banking association in good standing under the federal laws of the United States of America, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right to service the Subserviced Student Loans and to hold the Subserviced Student Loan Files as custodian.

b.

The Subservicer is duly qualified to do business and has obtained all necessary licenses, permits, franchises and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Subserviced Student Loans as required by this Agreement) shall require such qualifications.

c.

The Subservicer has the power and authority to execute and deliver this Agreement and to carry out its terms, including without limitation, eligibility as a third-party servicer under the Higher Education Act; and the execution, delivery and performance of this Agreement have been duly authorized by the Subservicer by all necessary action.  No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Subservicer of this Agreement.

d.

This Agreement constitutes a legal, valid and binding obligation of the Subservicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.

e.

The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not: conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Subservicer, or any indenture, agreement or other instrument to which the Subservicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Subservicer’s knowledge, any order, rule or regulation applicable to the Subservicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the S ubservicer or its properties.

f.

No outstanding or unpaid judgments against the Subservicer exist and there are no proceedings or investigations pending, or, to the Subservicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Subservicer or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the Subservicer’s financial condition or the performance by the Subservicer of its obligations under, or the validity or enforceability of, this Agreement, or (iv) relating to the Subservicer and which might adversely affect the Federal or state income tax attributes of the Notes.

g.

All Subservicer financial statements delivered to the Servicer were prepared according to U.S. generally accepted accounting principles (“GAAP”) consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Subservicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments).

h.

No event which could cause a material adverse effect on the Subservicer’s financial condition has occurred, and if such event shall occur, the Subservicer shall promptly give the Servicer and Issuer notice thereof.

14.

Representations and Warranties of Servicer.  The Servicer represents and warrants to the Subservicer on the date of this Agreement:

a.

The Servicer is duly incorporated and validly existing as a corporation under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

b.

The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action.  No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Servicer of this Agreement.

c.

This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.

d.

There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties:  (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which mig ht adversely affect the Federal or state income tax attributes of the Notes.

e.

The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or it s properties.

15.

Covenants and Agreements of the Servicer and Subservicer.  The Servicer and Subservicer each agree that:

a.

Any payment and any communications received at any time by the Servicer with respect to a Subserviced Student Loan shall be immediately transmitted to the Subservicer.  Such communications shall include, but not be limited to, requests or notices of loan cancellation, notices of borrower disqualification, letters, changes in address or status, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or forbearance.

b.

The Subservicer may change any part or all of its equipment, data processing programs and any procedures and forms in connection with the services performed hereunder so long as the Subservicer continues to service the Subserviced Student Loans in conformance with the requirements herein.  The Subservicer shall not make any material change in its servicing system and operations with respect to the Subserviced Student Loans without the prior written consent of the Servicer, which consent will not be unreasonably withheld.  Each written request for consent by the Subservicer shall be acted upon promptly by the Servicer.  Anything in this subsection (b) to the contrary notwithstanding, the Subservicer will not be required to request the consent of the Servicer with respect to any changes in the Subservicer’s servicing system and operations which the Subservicer reasonably determines ar e required due to changes in the Higher Education Act or Guarantor program requirements.

c.

The Servicer will furnish the Subservicer with a copy of any and all Guarantee Agreements relating to the Subserviced Student Loans serviced hereunder.

d.

The Subservicer may and, at the direction of the Servicer, shall include marketing or informational material generally provided to borrowers of loans owned by The Student Loan Corporation with communications sent to a Borrower.

16.

Subservicer Default.  If any one of the following events (a “Subservicer Default”) shall occur and be continuing:  

a.

any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or

b.

any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Servicer, the Owner Trustee or the Administrator; or

c.

an Insolvency Event occurs with respect to the Subservicer; or

d.

any failure by the Subservicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer;

then, and in each and every case, so long as the Subservicer Default shall not have been remedied, the Servicer, by notice then given in writing to the Subservicer, may terminate all the rights and obligations (other than the obligations set forth in Section 24) of the Subservicer under this Agreement.  As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer or such successor subservicer as may be appointed under Section 18 hereof.  The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expenses.

17.

Term.  This Agreement will be for a term of one (1) year from the date hereof; provided, however, that this Agreement will be automatically extended for successive one (1) year terms unless either party, by written notice to the other, shall give at least 180 days prior notice of its intention to terminate the Agreement at the end of the current term, in which case there shall be no automatic extension.  Termination in accordance with this Section 17 will be without penalty to either party.  Both parties will remain responsible for their respective obligations with regard to actions, events, and services received or rendered prior to the date such termination becomes effective.

18.

Termination.  This Agreement will terminate upon the occurrence of the earlier of (i) termination of the Indenture; (ii) termination of the Servicing Agreement; (iii) early termination pursuant to Sections 3(e) or 16 hereof; (iv) payment in full of all of the Subserviced Student Loans being serviced hereunder; and (v) termination pursuant to Section 17 hereof.

The Subservicer’s appointment as custodian shall become effective as of the date of this Agreement and shall continue in full force and effect for so long as Citibank (South Dakota), National Association shall remain the Subservicer hereunder.  If the Subservicer shall resign as Subservicer in accordance with the provisions of this Agreement or if all the rights and obligations of the Subservicer shall have been terminated under Section 16, the appointment of the Subservicer as custodian shall be terminated simultaneously with the effectiveness of such resignation or termination.

In the event of termination of this Agreement, the Servicer shall remain liable for all fees due hereunder.  Termination shall be made without prejudice to any other rights or remedies either party may have at law or in equity.  The obligations of the Subservicer under Sections 4 and 5 hereof, and the representations and warranties in Section 13 hereof, shall survive any termination of this Agreement and shall remain in effect for all Subserviced Student Loans while such Subserviced Student Loans are serviced by the Subservicer.  The rights and obligations of the Subservicer contained in Section 24 hereof shall survive termination of this Agreement.  In the event of the termination hereunder of the Subservicer, the Servicer shall appoint a successor subservicer.  In the event that servicing on any Subserviced Student Loan is transferred to a successor subserv icer, such successor subservicer shall be required by the Servicer to engage in reasonable good faith efforts to obtain payment on any claim initially rejected by a Guarantor for payment including, without limitation, involving the Subservicer in such effort, where the reason for claim denial relates to the period during which the Subservicer serviced such Subserviced Student Loan hereunder.  However, if the cause for claim denial is reasonably attributable to the Subservicer actions or inactions, the Subservicer shall be responsible therefore.

19.

Disposition of Files on Termination.  On or prior to the effective date of any resignation or termination of such appointment, the Subservicer shall deliver the Subserviced Student Loan Files to the successor subservicer or to the Servicer, at the direction of the Servicer, at such place or places as the Servicer may reasonably designate.  The Servicer shall be responsible for payment of reasonable expenses related to the transfer of the records unless the Servicer is removing the Subserviced Student Loans because of a breach by the Subservicer.  In such instance, the Subservicer shall bear the cost of deconverting and transferring the Subserviced Student Loan Files.  In establishing an effective date for the termination of the Subservicer as custodian of the Subserviced Student Loan Files, the parties shall provide for a reasonable period for the Subservicer to deliver the Subserviced Student Loan Files to the successor subservicer or to the Servicer.

20.

Independent Contractor.  The Subservicer is an independent contractor and, except for the services which it agrees to perform hereunder, the Subservicer does not hold itself out as an agent of any other party hereto.  Nothing herein contained shall create or imply an agency relationship between the Subservicer and the Servicer, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

21.

Correspondence; Disclosure.  The parties hereto acknowledge and agree that the Subservicer will handle all communication with Borrowers necessary to provide its services hereunder.  Data regarding Subserviced Student Loans shall be disclosed only to the Servicer, the Issuer, the Indenture Trustee, the Indenture Administrator, the Administrator or the respective Borrower, unless otherwise required by law or certain financing covenants.

22.

Cooperation.  Each party covenants and agrees to cooperate fully with the other to facilitate the transactions contemplated by this Agreement.

23.

Amendments.  This Agreement may be amended, supplemented or modified only by written instrument duly executed by the Servicer and the Subservicer.  The Servicer shall promptly provide notice of any such amendment to the Rating Agencies.

24.

Indemnification and Liability.  The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement.

For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18.

Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement.  The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses at tributable to the insolvency of any Guarantor.  The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders.  To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreement.

25.

Confidentiality.  The contents of this Agreement, together with all supporting documents, exhibits, schedules, and any amendments thereto which form the basis of the business relationship between the Servicer and the Subservicer, insofar as the same relate to the fees charged by the Subservicer, shall be held in confidence by both parties and shall not be disclosed or otherwise discussed with any third party (unless required by law or regulation) except outside counsel or independent accounts or in connection with the offer and sale of securities issued or to be issued under the Indenture, without the prior written consent of the other party.

26.

Sale or Transfer of Loans; Limitations.  The Servicer agrees that if any Subserviced Student Loans are sold under conditions that result in the Subserviced Student Loans being transferred to another Subservicer, whether immediately or at some future date, the Servicer will pay or cause to be paid, at the time such Subserviced Student Loans are transferred, any applicable deconversion fees.

27.

Insurance.  The Subservicer shall maintain or cause to be maintained insurance with respect to its property and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of institutions of the same type and size.

28.

Miscellaneous. a.   Any material written communication received at any time by the Servicer with respect to a Subserviced Student Loan or a Borrower shall be promptly transmitted by the Servicer to the Subservicer.  Such communications include but are not limited to letters, notices of death or disability, adjudication of bankruptcy and like documents, and forms requesting deferment of repayment or loan cancellations.

b.

The terms of this Agreement shall be subject to all applicable provisions of the Higher Education Act and shall be construed in accordance with and governed by the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

c.

All covenants contained herein, and the benefits, rights and obligations of the Servicer hereunder, shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the Servicer, including but not limited to, any successor entity acquiring or succeeding to the assets of the Servicer.

d.

The Subservicer may not assign its rights or obligations hereunder without obtaining the Servicer’s prior written consent.

e.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed to constitute one and the same instrument.

f.

If any provisions of this Agreement shall be held, or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular situation, such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever.  The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall have no effect on the remaining portions of this Agreement or any part hereof.

g.

All notices hereunder shall be given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating written record of such notice and its receipt.  Notices hereunder shall be effective when received and shall be addressed to the respective parties hereto at the addresses set forth below, or at such other address as shall be designated by any party hereto in a written notice to each other party pursuant to this Section.

If intended for the Servicer:

The Student Loan Corporation
750 Washington Boulevard, 9^th floor
Stamford, Connecticut  06901
Attention:  General Counsel
Fax No.:  (203) 975-6299

If intended for the Subservicer:

Citibank (South Dakota), National Association
701 East 60th Street North
MC 2138
Sioux Falls, South Dakota  57104
Attention:  Beth Reitzel

Telephone: (605) 331-2786
Fax No.:  (605) 357-2071

Either party may change the address to which subsequent notices are to be sent to it by written notice to the other given as aforesaid, but any such notice of change, shall not be effective until the second business day after it is mailed.

h.

This Agreement may not be terminated by any party hereto except in the manner and with the effect herein provided.

i.

When the context of this Agreement so requires or implies, references to the Servicer include any applicable trustee.

j.

If either party cannot fulfill its obligations (other than the payment of money), in part or in whole, due to a force or event outside its control, such obligations of that party shall be suspended and such party shall not be liable to the other party for any failure to perform hereunder as a result.

k.

The parties hereto agree to execute or cause to be executed the Limited Power of Attorney, attached hereto as Exhibit B.

l.

The Subservicer has and agrees to maintain a disaster recovery plan which, in its reasonable opinion, will permit it to continue operations without undue interruption in the event of fire, disaster, labor disruption, or act of God.

m.

The captions used herein are for the convenience of reference only and not part of this Agreement, and shall in no way be deemed to define, limit, describe or modify the meanings of any provision of this Agreement.

n.

No member of the board of directors or any officer, employee or agent of the Subservicer or the Servicer (or any Affiliate of any such party) shall be personally liable for any obligation incurred under this Agreement.

o.

Each party to this agreement waives its right to a jury trial.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written.

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, as Subservicer,

By:

_____________________________
Name:
Title:

THE STUDENT LOAN CORPORATION, as Servicer

By:

_____________________________
Name:
Title:

EXHIBIT A-1

SUBSERVICER REPORTS

(Intentionally Omitted)

EXHIBIT A-2

ANNUAL REPORTS

(Intentionally Omitted)

EXHIBIT A-3

FORM OF CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY SUBSERVICER

CERTIFICATION

SLC Student Loan Trust 20__-__
Student Loan Asset-Backed Notes (the “Notes”)

I, [identify the certifying individual], a [title] of Citibank (South Dakota), National Association (the “Subservicer”), certify to SLC Student Loan Receivables I, Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Subservicing Agreement, dated as of __________, 20__ (the “Subservicing Agreement”), between The Student Loan Corporation, as servicer, and the Subservicer), that:

1.

I have reviewed the servicing reports or information relating to the Issuer delivered by the Subservicer to the Servicer covering the fiscal year 20__;

2.

Based on my knowledge, the servicing information in these reports delivered by the Subservicer, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by these servicing reports;

3.

Based on my knowledge, the servicing information required to be provided to the Servicer by the Subservicer under the Subservicing Agreement for inclusion in the reports to be filed by the Indenture Trustee is included in the servicing reports delivered by the Subservicer to the Servicer;

4.

I am responsible for reviewing the activities performed by the Subservicer under the Subservicing Agreement and based upon my knowledge and the annual compliance review required under Section 3.2(a) of the Administration Agreement with respect to the Subservicer (by application of Section 3.9 of the Servicing Agreement), and except as disclosed in the compliance certificate delivered by the Subservicer under Section 3.2(a) of the Administration Agreement (by application of Section 3.9 of the Servicing Agreement), the Subservicer has fulfilled its obligations under the Subservicing Agreement in all material respects in the year to which such review applies; and

5.

The reports disclose all significant deficiencies relating to the Subservicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the attestation standards established by the American Institute of Certificated Public Accountants, as set forth in the Administration Agreement.

Dated:

_____________________________

_____________________________
Name:
Title:

EXHIBIT B

LIMITED POWER OF ATTORNEY

WITNESSETH:

WHEREAS, The Student Loan Corporation, a Delaware corporation (the “Servicer”) and Citibank (South Dakota), National Association, a national banking association (the “Subservicer”), are parties to the Subservicing Agreement, dated as of __________, 20__ (the “Subservicing Agreement”); and

WHEREAS, pursuant to the Subservicing Agreement, the Subservicer will perform substantially all of the obligations and duties with regard to servicing of certain education loans (the “Subserviced Student Loans”) as provided therein; and

WHEREAS, in order to carry out its obligations under the Subservicing Agreement with respect to the Subserviced Student Loans, the Subservicer requires the power to perform certain acts, including but not limited to execution of promissory notes, assignment of notes to guarantors and filing of responses to bankruptcy notices, in the name of SLC Student Loan Trust 20__-__ (the “Issuer”).

NOW THEREFORE, the Subservicer and the Issuer agree:

1.

That the Issuer does hereby make and appoint the Subservicer as its true and lawful attorney-in-fact to do all things necessary to carry out the Subservicer’s obligations under the Subservicing Agreement with respect to the Subserviced Student Loans, including but not limited to the filing of proof of claim with bankruptcy courts.  This instrument shall be construed and interpreted as a limited power of attorney (the “Limited Power of Attorney”) and is not to be construed as granting any powers to the Subservicer other than those necessary to carry out its obligations under the Subservicing Agreement with respect to the Subserviced Student Loans.

2.

That this Limited Power of Attorney is effective as of __________, 20__ and shall remain in force and effect until revoked in writing by the Issuer or until the Subservicing Agreement is terminated.  This instrument shall supplement but not replace the powers previously granted to the Subservicer in the Subservicing Agreement.

The undersigned, being duly authorized, has executed this Limited Power of Attorney as of __________, 20__.

SLC STUDENT LOAN TRUST 20__-__, as Issuer

By:

THE STUDENT LOAN CORPORATION, as Administrator

By:

_____________________________
Name:
Title:

The undersigned, being duly authorized, accepts the foregoing Limited Power of Attorney for and on behalf of the Subservicer, as of __________, 20__.

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, as Subservicer

By:

_____________________________
Name:
Title:

EX-99.5

EXHIBIT 99.5

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

TABLE OF CONTENTS

Page

ARTICLE I

2

Section 1.1

Definitions and Usage

2

ARTICLE II

2

Section 2.1

Duties with Respect to the Indenture

2

Section 2.2

Duties with Respect to the Issuer

4

Section 2.3

Establishment of Trust Accounts

5

Section 2.4

Collections

7

Section 2.5

Application of Collections

8

Section 2.6

Additional Deposits

8

Section 2.7

Distributions

8

Section 2.8

Priority of Distributions

9

Section 2.9

Capitalized Interest Account

10

Section 2.10

Reserve Account

11

Section 2.11

[Reserved].

12

Section 2.12

Investment Earnings; Other Trust Accounts

12

Section 2.13

Statements to Holder of the Trust Certificate and Noteholders

12

Section 2.14

Non-Ministerial Matters

13

Section 2.15

Exceptions

14

Section 2.16

Compensation

14

Section 2.17

Servicer and Administrator Expenses

14

Section 2.18

Appointment of Sub-administrator

14

ARTICLE III

15

Section 3.1

Administrator’s Certificate; Servicer’s Report

15

Section 3.2

Annual Statement as to Compliance; Notice of Default; Financial

Statements

16

Section 3.3

Annual Independent Certified Public Accountants’ Report

17

ARTICLE IV

17

Section 4.1

Representations of Administrator

17

Section 4.2

Liability of Administrator; Indemnities

18

Section 4.3

Merger or Consolidation of, or Assumption of the Obligations of,

Administrator

21

Section 4.4

Limitation on Liability of Seller, Administrator and Others

21

Section 4.5

Administrator May Own Certificates or Notes

22

Section 4.6

The Student Loan Corporation Not to Resign as Administrator

22

ARTICLE V

22

Section 5.1

Administrator Default

22

Section 5.2

Appointment of Successor

24

Section 5.3

Notification to Noteholders and Holder of Trust Certificate

24

Section 5.4

Waiver of Past Defaults

24

ARTICLE VI

25

Section 6.1

Termination.

25

ARTICLE VII

26

Section 7.1

Protection of Interests in Trust

26

ARTICLE VIII

28

Section 8.1

Independence of the Administrator

28

Section 8.2

No Joint Venture

28

Section 8.3

Other Activities of Administrator

28

Section 8.4

Powers of Attorney

28

Section 8.5

Amendment

28

Section 8.6

Assignment

29

Section 8.7

Limitations on Rights of Others

30

Section 8.8

Assignment to Indenture Trustee

30

Section 8.9

Nonpetition Covenants

30

Section 8.10

Limitation of Liability of Owner Trustee, Indenture Administrator and

Indenture Trustee

31

Section 8.11

Governing Law

31

Section 8.12

Headings

31

Section 8.13

Counterparts

31

Section 8.14

Severability

31

Section 8.15

Trust Certificate

31

ARTICLE IX

31

Section 9.1

Intent of the Parties; Reasonableness

31

Section 9.2

Reporting Requirements

32

Section 9.3

Administrator Compliance Statement

32

Section 9.4

Report on Assessment of Compliance and Attestation

33

Attachment A

Form of Annual Certification

Attachment B

Servicing Criteria To Be Addressed in Assessment of Compliance

ADMINISTRATION AGREEMENT

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”).

RECITALS

WHEREAS, the Issuer is issuing (i) its Student Loan Asset-Backed Notes (collectively, the “Notes”) pursuant to the Indenture, dated as of __________, 20__ (the “Indenture”), among the Issuer, ____________________, not in its individual capacity but solely as the indenture trustee (the “Indenture Trustee”), Citibank, N.A., not in its individual capacity but solely as the eligible lender trustee (in such capacity, the “Eligible Lender Trustee”) and as the indenture administrator (in such capacity, the “Indenture Administrator”), and (ii) a Trust Certificate (the “Trust Certificate”) pursuant to the Trust Agreement, dated as of __________, 20__, between the Depositor and ____________________, not in its individual capacity but solely in its capacity as owner trustee (in such capacity, t he “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of __________, 20__ (the “Trust Agreement”);

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and the Trust Certificate, including the Trust Agreement, the Servicing Agreement, the Sale Agreement, the Eligible Lender Trust Agreement (Issuer) and the Indenture;

WHEREAS, pursuant to certain Basic Documents and the Eligible Lender Trust Agreement (Issuer), the Issuer is required to perform certain duties in connection with (a) the Notes and the Collateral therefore pledged pursuant to the Indenture and (b) the Trust Certificate;

WHEREAS, the Issuer desires to have the Administrator and the Servicer perform certain of the duties of the Issuer referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement, the other Basic Documents and the Eligible Lender Trust Agreement (Issuer) as the Issuer may from time to time request; and

WHEREAS, the Administrator and the Servicer have the capacity to provide the services required hereby and are willing to perform such services for the Issuer on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Issuer, the Depositor, the Servicer and the Administrator hereby agree as follows:

ARTICLE I

Section 1.1

Definitions and Usage.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, which also contains rules as to usage that shall be applicable herein.

ARTICLE II

Section 2.1

Duties with Respect to the Indenture.  The Administrator agrees to consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Depository Agreement.  The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository Agreement.  The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Depository Agreement.  In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer, the Indenture Trustee or the Indenture Administ rator to take pursuant to the Indenture:

(a)

preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture);

(b)

preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);

(c)

obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.4 of the Indenture);

(d)

preparing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);

(e)

delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements as to compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture);

(f)

in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture);

(g)

monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);

(h)

selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture);

(i)

preparing and, after execution by the Issuer, filing with the Commission, any applicable State agencies and the Indenture Trustee documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies (Section 7.3 of the Indenture);

(j)

opening one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture);

(k)

preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture);

(l)

preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);

(m)

preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the same to the Owner Trustee, the Indenture Trustee and the Indenture Administrator (Section 9.6 of the Indenture);

(n)

preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture);

(o)

preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);

(p)

preparing and delivering to Noteholders, the Indenture Trustee and the Indenture Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);

(q)

recording the Indenture, if applicable (Section 11.15 of the Indenture);

(r)

calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;

(s)

calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;

(t)

instructing the Indenture Administrator to transfer funds on deposit in the Capitalized Interest Account to the Collection Account in accordance with Section 2.9 for inclusion in Available Funds on each applicable Distribution Date;

(u)

from time to time, directing the Owner Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the satisfaction of the Notice Condition, to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the counterparties with respect to any such interest rate derivative agreement, such amounts will be payable only out of funds otherwise available to be paid to the holder of the Trust Certificate pursuant to Section 2.8(g) hereof; and

(v)

from time to time, directing the Indenture Administrator to open any accounts the Administrator deems necessary to administer any interest rate derivative agreements described in clause (u) above.

Section 2.2

Duties with Respect to the Issuer.  (a)  In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform the duties and obligations of the Issuer under the Basic Documents and the Administrator shall perform such calculations, including calculating on each LIBOR Determination Date, the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, opinions and notices as it shall be the duty of the Issuer, the Owner Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents and the Eligible Lender Trust Agreement (Issuer), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issu er to take pursuant to the Basic Documents and the Eligible Lender Trust Agreement (Issuer).  Subject to Section 8.1, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(b)

The Administrator shall perform the duties of the Administrator set forth in Section 6.04 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Trust Certificate, if not then held by the Depositor.

(c)

The Administrator shall perform any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents.

(d)

The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing.

(e)

The Administrator may instruct the Eligible Lender Trustee, as holder of the Trust Student Loans on behalf of the Trust, to take any action or make any election regarding payments made on or with respect to the Trust Student Loans (including, without limitation, Special Allowance Payments and Interest Subsidy Payments) that is permitted by the Higher Education Act and any other applicable federal law; provided, however, that any such election shall not adversely affect in any material respect the interests of any Noteholder, as evidenced by either (i) satisfaction of the Notice Condition in connection therewith or (ii) delivery of an Opinion of Counsel to the Eligible Lender Trustee.

(f)

Subject to Section 2.18, in carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

Section 2.3

Establishment of Trust Accounts.  (a)  On or prior to the Closing Date, the Administrator shall establish at the Indenture Administrator the following Eligible Deposit Accounts as more fully described below.

(i)

The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator.  On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Collection Account Initial Deposit into the Collection Account.

(ii)

The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Reserve Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator.  On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account.

(iii)

The Indenture Administrator, for the benefit of the Noteholders, the holder of the Trust Certificate and the Trust, shall establish and maintain in the name of the Indenture Trustee, an Eligible Deposit Account (the “Capitalized Interest Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of the Indenture Administrator.  On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.

(b)

Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Administrator (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee or the Indenture Administrator) solely pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Administrator shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments.  All such Eligible Investments shall be held by the Indenture Administrator (or any custodian on behalf of the Indenture Administrator) for the benefit of the Issuer; provided, that on the Business Day preceding each Distribution Date, all Investment Earnings on deposit the rein shall be deposited into the Collection Account and shall be deemed to constitute a portion of Available Funds for such Distribution Date.  Other than as described in the following proviso, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or on the following Distribution Date; provided, that funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.

(c)

The Depositor and the Issuer pledged to the Indenture Trustee all of their respective right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate.  Subject to the Administrator’s power to instruct the Indenture Trustee or the Indenture Administrator, as applicable, pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Administrator on behalf of the Indenture Trustee for the benefit of the Noteholders, the holder of the Trust Certificate and the Issuer.  If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator (on behalf of the Indenture Trustee and the Indenture Administrator) agrees, by its acceptance h ereto, that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account.  In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Administrator, the Administrator shall notify the Indenture Trustee and the Indenture Administrator in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

(d)

With respect to the Trust Account Property, the Indenture Administrator agrees, by its acceptance hereof, that:

(i)

any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) and, subject to Section 2.3(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Administrator on behalf of the Indenture Trustee, and the Indenture Administrator shall have sole signature authority with respect thereto;

(ii)

any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Administrator on behalf of the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Administrator on behalf of the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Administrator on behalf of the Indenture Trustee;

(iii)

any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be Delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and

(iv)

any Trust Account Property other than cash that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Administrator on behalf of the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or, as its nominee, the Indenture Administrator’s or other nominee’s) ownership of such security.

Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee and the Indenture Administrator shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee or the Indenture Administrator.

(e)

The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Owner Trustee or the Indenture Administrator with the consent of the Indenture Trustee, to instruct the Indenture Trustee or the Indenture Administrator to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, the Administrator or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee or the Indenture Administrator or to carry out its duties under the Indenture.

Section 2.4

Collections.  The Servicer shall remit within two Business Days of receipt thereof by it (including amounts received by it from any subservicer) to the Collection Account (i) all identifiable payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans) as collected during the Collection Period and (ii) any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period.

Section 2.5

Application of Collections.  With respect to each Trust Student Loan, all collections (including all Guarantee Payments) with respect thereto for each Collection Period shall be applied to interest and principal on such Trust Student Loan by the Servicer in accordance with its customary practice.

Section 2.6

Additional Deposits.  The Servicer shall deposit or cause to be deposited in the Collection Account the aggregate purchase price with respect to Purchased Student Loans as determined pursuant to Section 3.5 of the Servicing Agreement and all other amounts to be paid by the Servicer under Section 3.5 of the Servicing Agreement on or before the third Business Day before the related Distribution Date, and the Depositor shall deposit or cause to be deposited in the Collection Account the aggregate Purchase Amount with respect to Purchased Student Loans and all other amounts to be paid by the Depositor under Section 6 of the Sale Agreement when such amounts are due.

Section 2.7

Distributions.  (a)  On or before the third Business Day immediately preceding each Distribution Date, the Administrator shall calculate all amounts required to be deposited into the Collection Account from the Trust Accounts, as applicable, including the amount of all Investment Earnings to be transferred from the Trust Accounts to the Collection Account, and the amounts to be distributed therefrom on the related Distribution Date.  On the fifth Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, as applicable, the Administrator shall calculate all amounts required to be deposited into the Collection Account from the Reserve Account and the Capitalized Interest Account, and the amounts to be distributed therefrom on the related Monthly Servicing Payment Date.  In addition to and in furtherance of the foregoing, the Administrator shall:

(i)

calculate all amounts required to be deposited into the Collection Account from the Reserve Account and the Capitalized Interest Account on or before the second Business Day preceding each Distribution Date; and

(ii)

calculate, in each case, if and to the extent applicable, the Interest Distribution Amount, the Specified Overcollateralization Amount, the Principal Distribution Amount and the Specified Reserve Account Balance on or before the second Business Day immediately preceding such Distribution Date.

(b)

The Administrator shall instruct the Indenture Administrator in writing no later than the third Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date (based on the information contained in the Administrator’s Officers’ Certificate and the related Servicer’s Report delivered pursuant to Section 3.1(a) and (b) below) to distribute to the Servicer, by 1:00 p.m. (New York time) on such Monthly Servicing Payment Date, from and to the extent of Available Funds on deposit in the Collection Account the Primary Servicing Fee due with respect to the preceding calendar month, and the Indenture Administrator shall comply with such instructions received by the Administrator pursuant to this Section 2.7(b).

(c)

The Administrator shall instruct the Indenture Administrator in writing no later than one Business Day preceding each Distribution Date (based on the information contained in the Administrator’s Certificate and the related Servicer’s Report delivered pursuant to Sections 3.1(a) and 3.1(c) below) to make the deposits and distributions set forth in Section 2.8 to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date (provided, that funds are not required to be distributed pursuant to Section 5.4(b) of the Indenture).  These deposits and distributions shall be made to the extent of the amount of Available Funds for that Distribution Date in the Collection Account, plus (i) amounts transferred from the Capitalized Interest Account pursuant to Section 2.9 and (ii) amounts transferred from the Reserve Account pursuant to Section& nbsp;2.10.  The amount of Available Funds in the Collection Account for each Distribution Date shall be distributed pursuant to the priority of distributions set forth under Section 2.8 below.  The Indenture Administrator shall comply with such instructions received by the Administrator pursuant to this Section 2.7(c); provided, that in the absence of receipt of such instructions from the Administrator, the Indenture Administrator shall take any necessary actions and make any required calculations as necessary to cause payment to Noteholders of the Interest Distribution Amount for any Distribution Date pursuant to Section 2.8(b) below.

The Administrator shall instruct the Indenture Administrator in writing no later than one Business Day preceding each Distribution Date to make the payments pursuant to paragraph (a)(2) of the definition of Available Funds.

(d)

The Administrator shall instruct the Indenture Administrator in writing no later than one Business Day after receipt of a written request to reimburse the Servicer (to the extent of Available Funds) for any net payments made on behalf of the Issuer to the Department in respect of special allowance payment rebates pursuant to Section 3.8 of the Servicing Agreement.

Section 2.8

Priority of Distributions.  On each Distribution Date, the Administrator shall instruct the Indenture Administrator to first pay itself, the Administrator, the Indenture Trustee, the Paying Agent, the Owner Trustee and the Eligible Lender Trustee their respective portions of the Trustee Fees for such Distribution Date plus all other amounts due to them under the Basic Documents for such Distribution Date (all such Trustee Fees and other amounts due to such parties not to exceed $__________ per annum in the aggregate prior to an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture which has resulted in an acceleration of the Notes), and then to make the following deposits and distributions in the amounts and in the order of priority set forth below:

(a)

to the Servicer, the Primary Servicing Fee due on that Distribution Date;

(b)

to the Noteholders, the Interest Distribution Amount;

(c)

to the Noteholders, until the Outstanding Amount of the Notes has been reduced to zero, the Principal Distribution Amount;

(d)

to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance;

(e)

to the Servicer, for any unpaid Carryover Servicing Fee;

(f)

to the Administrator, Indenture Administrator, the Indenture Trustee, the Owner Trustee, the Eligible Lender Trustee, the Paying Agent, [the Irish paying agent and the Irish Stock Exchange, (but only in respect of such paying agent’s fees and fees associated with listing the Notes on the Irish Stock Exchange)], ratably, for all amounts due to each of them under the Basic Documents and not previously paid; and

(g)

to pay any amounts owing to an interest rate derivative counterparty under an interest rate derivative agreement entered into pursuant to Section 2.1(u) above, and then to the holder of the Trust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing, if the Trust Student Loans are not sold pursuant to Section 6.1(a) of this Agreement or Section 4.4 of the Indenture, the Administrator shall instruct the Indenture Administrator to distribute as accelerated payments of principal on the Notes, all amounts that otherwise would be paid to the holder of the Trust Certificate pursuant to clause (g) above, to the Noteholders in the same order and priority as is set forth in clause 2.8(c) until the Outstanding Amount of the Notes is reduced to zero; provided, that the amount of such distribution shall not exceed the Outstanding Amount of the Notes after giving effect to all other payments in respect of principal of the Notes to be made on such Distribution Date.

Section 2.9

Capitalized Interest Account.  (a)  On the Closing Date, the Issuer shall deposit, or cause to be deposited, the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.

(b)

In the event that Available Funds, through the __________ 20__ Distribution Date, are insufficient to make the payments described under Section 2.8(b) above on any Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account on each Distribution Date an amount equal to such deficiency, and to distribute such amounts in the same order and priority as is set forth in Section 2.8 above.

(c)

On the __________ 20__ Distribution Date, the __________ 20__ Distribution Date and the __________ 20__ Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account any amounts on deposit in the Capitalized Interest Account in excess of $__________ and deposit such amounts into the Collection Account for inclusion in Available Funds on that Distribution Date.

(d)

On the __________ 20__ Distribution Date, the __________ 20__ Distribution Date, the __________ 20__ Distribution Date and the __________ 20__ Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account any amounts on deposit in the Capitalized Interest Account in excess of $__________ and deposit such amounts into the Collection Account for inclusion in Available Funds on that Distribution Date.

(e)

On the __________ 20__ Distribution Date, the __________ 20__ Distribution Date, the __________ 20__ Distribution Date and the __________ 20__ Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account any amounts on deposit in the Capitalized Interest Account in excess of $__________ and deposit such amounts into the Collection Account for inclusion in Available Funds on that Distribution Date.

(f)

On the __________ 20__ Distribution Date, the __________ 20__ Distribution Date, the __________ 20__ Distribution Date and the __________ 20__ Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account any amounts on deposit in the Capitalized Interest Account in excess of $__________ and deposit such amounts into the Collection Account for inclusion in Available Funds on that Distribution Date.

(g)

On the __________ 20__ Distribution Date, the __________ 20__ Distribution Date, the __________ 20__ Distribution Date and the __________ 20__ Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account any amounts on deposit in the Capitalized Interest Account in excess of $__________ and deposit such amounts into the Collection Account for inclusion in Available Funds on that Distribution Date.

(h)

On the __________ 20__ Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Capitalized Interest Account any amounts remaining on deposit in the Capitalized Interest Account and deposit such amounts into the Collection Account for inclusion in Available Funds on that Distribution Date.

Section 2.10

Reserve Account.  (a)  On the Closing Date, the Depositor shall deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account.

(b)

If the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.7(b) above and Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.10(f) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fee to the Servicer.

(c)

If the Available Funds, plus amounts transferred from the Capitalized Interest Account through the __________ 20__ Distribution Date pursuant to Section 2.9 above, are insufficient to make the payments described under Sections 2.8(a) and 2.8(b) above on any Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (b) above, and to distribute such amounts in the same order and priority as is set forth in Section 2.8 above.

(d)

If, on the Note Final Maturity Date, the amount distributed to such Noteholders pursuant to Section 2.8(c) above on such date is insufficient to reduce the Outstanding Amount of the Notes to zero, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date the amount required to reduce the principal balance of any such maturing Notes to zero, to the extent of funds available therein after giving effect to clauses (b) and (c) above, and to distribute such amount to the Noteholders, as set forth in Section 2.8(c) above.

(e)

After giving effect to clauses (b) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this Section 2.10(e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account.

(f)

On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Account shall be used to pay any Carryover Servicing Fees.  Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the holder of the Trust Certificate.  The holder of the Trust Certificate shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.10(f).

Anything in this Section 2.10 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account and any other Available Funds is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Reserve Account and all other Available Funds to pay such amounts due or outstanding.

Section 2.11

[Reserved].

Section 2.12

Investment Earnings; Other Trust Accounts.  The Administrator shall instruct the Indenture Administrator to (1) withdraw all Investment Earnings, if any, on deposit in the Reserve Account and the Capitalized Interest Account on each Distribution Date; (2) deposit such amounts into the Collection Account; and (3) include such amounts as Available Funds for that Distribution Date.

Section 2.13

Statements to Holder of the Trust Certificate and Noteholders.  No later than 11:00 a.m. (New York time) on the third Business Day preceding a Distribution Date, the Administrator shall provide to the Indenture Administrator, the Indenture Trustee and the Owner Trustee (with a copy to the Rating Agencies) for the Indenture Administrator to forward on such succeeding Distribution Date to each Noteholder of record and for the Owner Trustee to forward on such succeeding Distribution Date to the holder of the Trust Certificate of record a statement, setting forth at least the following information with respect to such Distribution Date as to the Notes and the Trust Certificate to the extent applicable:

(a)

the amount of such distribution allocable to principal of the Notes;

(b)

the amount of the distribution allocable to interest on the Notes;

(c)

the amount of the distribution allocable to the Trust Certificate, if any;

(d)

the Pool Balance as of the close of business on the last day of the preceding Collection Period;

(e)

the aggregate outstanding principal balance of the Notes and the Note Pool Factor as of such Distribution Date, after giving effect to payments allocated to principal reported under clauses (a) and (c) above;

(f)

the Note Rate for the next period;

(g)

the amount of the Primary Servicing Fee and any Carryover Servicing Fee paid to the Servicer on such Distribution Date and on the two preceding Monthly Servicing Payment Dates, and the amount, if any, of the Carryover Servicing Fee remaining unpaid after giving effect to any such payments;

(h)

the amount of any Note Interest Shortfall, if any, and the change in such amount from the preceding statement;

(i)

the aggregate Purchase Amounts for Trust Student Loans, if any, that were repurchased by the Depositor or purchased by the Servicer or The Student Loan Corporation from the Issuer during such Collection Period;

(j)

the balance of the Reserve Account and the Capitalized Interest Account on such Distribution Date, after giving effect to changes therein on such Distribution Date; and

(k)

the balance of Trust Student Loans that are delinquent in each delinquency period as of the end of that Collection Period.

Each amount set forth pursuant to clauses (a) and (b) above shall be expressed as a dollar amount per $1,000 of original principal balance of the applicable Note.  A copy of the statements referred to above may be obtained by any holder of the Trust Certificate or Note Owner by a written request to the Owner Trustee or the Indenture Administrator, respectively, addressed to the respective Corporate Trust Office.

Section 2.14

Non-Ministerial Matters.  With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(a)

the amendment of or any supplement to the Indenture;

(b)

the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Trust Student Loans);

(c)

the amendment, change or modification of the Basic Documents;

(d)

the appointment of successor Note Registrars, successor Paying Agents, successor Indenture Trustees and successor Indenture Administrators pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agents or Indenture Trustee of its obligations under the Indenture; and

(e)

the removal of the Indenture Trustee.

Section 2.15

Exceptions.  Notwithstanding anything to the contrary in this Agreement, except as expressly provided herein, in the other Basic Documents or in the Eligible Lender Trust Agreement (Issuer), the Administrator shall not be obligated to, and shall not, (a) make any payments to the Noteholders under the Basic Documents, (b) sell the Indenture Trust Estate pursuant to Section 5.04 of the Indenture, (c) take any other action that the Issuer directs the Administrator not to take on its behalf, (d) in connection with its duties hereunder assume any indemnification obligation of any other Person or (e) service the Trust Student Loans.

Section 2.16

Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to an administration fee in an amount equal to $__________ per Collection Period (the “Administration Fees”), payable proportionately in arrears on each Distribution Date.

The Administrator shall be solely responsible for the payment of fees due to any sub-administrator.

Section 2.17

Servicer and Administrator Expenses.  Each of the Servicer and the Administrator shall be severally required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer or the Administrator, as the case may be, and expenses incurred in connection with distributions and reports to the Administrator or to the holder of the Trust Certificate and the Noteholders, as the case may be.

Section 2.18

Appointment of Sub-administrator.  The Administrator may at any time appoint a sub-administrator to perform all or any portion of its obligations as Administrator hereunder; provided, however, that any applicable Notice Condition shall have been satisfied in connection therewith; provided, further, that the Administrator shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee and the Noteholders for administering the Issuer in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such sub-administrator and to the same extent and under the same terms and conditions as if the Administrator alone were administering the Issuer.  The fees and expenses of the sub-administrator shall be as agreed between the Administrator and its sub-administrator from time to time and none of the Issue r, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders shall have any responsibility therefor.  With respect to satisfying the Notice Condition referred to above, the term “sub-administrator” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers.

ARTICLE III

Section 3.1

Administrator’s Certificate; Servicer’s Report.  (a)  On or before the tenth day of each month (or, if any such day is not a Business Day, on the next succeeding Business Day), the Servicer shall deliver to the Administrator a Servicer’s Report with respect to the preceding month containing all information necessary for the Administrator to receive in connection with the preparation of the Administrator’s Officers’ Certificate covering such calendar month referred to in Section 3.1(b) below.  On or before the tenth day (or, if any such day is not a Business Day, on the next succeeding Business Day), preceding each Distribution Date the Servicer shall deliver to the Administrator a Servicer’s Report with respect to the preceding Collection Period containing all information necessary for the Administrator to receive in connection with the preparation of the Administrat or’s Certificate covering such Collection Period referred to in Section 3.1(c) below.

(b)

On the third Business Day prior to each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deliver to the Owner Trustee and the Indenture Administrator, an Administrator’s Officers’ Certificate containing all information necessary to pay the Servicer the Primary Servicing Fee due on such Monthly Servicing Payment Date pursuant to Section 2.7(b) above.

(c)

On the third Business Day prior to a Distribution Date, the Administrator shall deliver to the Owner Trustee and the Indenture Administrator, with a copy to the Rating Agencies, an Administrator’s Certificate containing all information necessary to make the distributions pursuant to Sections 2.7 and 2.8 above, if applicable, for the Collection Period preceding the date of such Administrator’s Certificate.

(d)

Prior to each Determination Date, the Administrator shall determine the Note Rate that will be applicable to the Distribution Date following such Determination Date, in compliance with its obligation to prepare and deliver an Administrator’s Certificate on such Determination Date pursuant to this Section 3.1.  In connection therewith, the Administrator shall calculate Two-Month LIBOR and Three-Month LIBOR for the first Accrual Period and for each subsequent Accrual Period shall calculate, on each LIBOR Determination Date during such Accrual Period, Three-Month LIBOR.

(e)

The Administrator shall furnish to the Issuer from time to time such information regarding the Collateral as the Issuer shall reasonably request.

(f)

At the request of the Rating Agencies, the Indenture Administrator shall send a copy of any Officer’s Certificate and any report referred to in this Section 3.1 to the Rating Agencies.

Section 3.2

Annual Statement as to Compliance; Notice of Default; Financial Statements.  (a)  Each of the Servicer and the Administrator shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Administrator, by March 20th of each calendar year commencing in 20__ (or if not a Business Day, the immediately preceding Business Day), an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20__) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such revi ew, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof.  A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the holder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Owner Trustee that such Person is one of the foregoing parties.  Upon the telephone request of the Owner Trustee, the Indenture Administrator shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

(b)

The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.01 of the Servicing Agreement.

(c)

The Administrator shall deliver to the Owner Trustee, the Indenture Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Section 5.1 below.

(d)

At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Owner Trustee, the Indenture Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Section 3.3

Annual Independent Certified Public Accountants’ Report.  Each of the Servicer and the Administrator shall cause a registered public accounting firm (as the term is used in Item 1122 of Regulation AB), which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Owner Trustee and the Rating Agencies on or before March 20^th of each calendar year, a report addressed to the Servicer or the Administrator, as the case may be, and to the Owner Trustee, to the effect that such firm has examined certain documents and records relating to the servicing or the administration, as the case may be, of the Trust Student Loans and of the Trust during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 20__) in evaluating the Servicer’s and Administrator’s compliance with the S ervicing Agreement and this Agreement, respectively, and that, on the basis of the auditing and accounting procedures considered appropriate under the circumstances and in accordance with standards established by the American Institute of Certified Public Accountants, such firm is of the opinion that the servicing and administration, as applicable, of the Trust Student Loans and the Trust was conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, except for such exceptions as shall be set forth in such report.  Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.  The Administrator shall promptly deliver a copy of any such report delivered by a registered public accounting firm to the Indenture Administrator and the Indenture Trustee.

ARTICLE IV

Section 4.1

Representations of Administrator.  The Student Loan Corporation, as Administrator, makes the following representations on which the Issuer is deemed to have relied in acquiring the Trust Student Loans.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Trust Student Loans to the Owner Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)

Organization and Good Standing.  The Administrator is duly incorporated and validly existing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)

Power and Authority.  The Administrator has the corporate power and authority to execute and deliver this Agreement and to carry out its terms, and the execution, delivery and performance of this Agreement have been duly authorized by the Administrator by all necessary corporate action.

(c)

Binding Obligation.  This Agreement has been duly authorized, executed and delivered by the Administrator and, assuming that it is duly executed and delivered by the parties hereto, constitutes a valid and binding agreement of the Administrator, enforceable against the Administrator in accordance with its terms; except that the enforceability hereof may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (c) with respect to rights to indemnity hereunder, limitations of public policy under applicable securities laws.

(d)

No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof or thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or by-laws of the Administrator, or any indenture, agreement or other instrument to which the Administrator is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the knowledge of the Administrator, any order, rule or regulation applicable to the Administrator of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality h aving jurisdiction over the Administrator or its properties.

(e)

No Proceedings.  There are no legal or governmental proceedings or investigations pending against the Administrator or, to its best knowledge, threatened or contemplated against the Administrator or to which the Administrator or any of its subsidiaries is party or of which any property of the Administrator or any of its subsidiaries is the subject, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties or by any other party: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, the Notes or the Trust Certificate, (ii) seeking to prevent the issuance of the Notes or the Trust Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Administrator of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents, the Trust, the Notes or the Trust Certificate or (iv) seeking to affect adversely the Federal or state income tax attributes of the Issuer, the Notes or the Trust Certificate.

(f)

All Consents.  All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other government instrumentality required to be obtained, effected or given by the Administrator in connection with the execution and delivery by the Administrator of this Agreement and the performance by the Administrator of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect.

Section 4.2

Liability of Administrator; Indemnities.  (a)  The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement.

(b)

The Administrator shall indemnify, defend and hold harmless the Issuer, the holder of the Trust Certificate, the Eligible Lender Trustee, the Indenture Trustee, the Indenture Administrator, the Owner Trustee (in its individual capacity and as trustee) and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

(c)

The Administrator shall indemnify the Indenture Trustee and the Indenture Administrator in their individual capacities and any of their officers, directors, employees and agents against any and all loss, liability, claim or expense (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) incurred by them in connection with the performance of their duties under the Indenture and the other Basic Documents.  The Indenture Trustee and the Indenture Administrator shall notify the Issuer and the Administrator promptly of any claim for which they may seek indemnity.  Failure by the Indenture Trustee or the Indenture Administrator to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents.  Neither the Issuer nor the Admi nistrator need to reimburse any expense or indemnify against any loss, liability, claim or expense incurred by the Indenture Trustee or the Indenture Administrator through its own willful misconduct, negligence or bad faith.

(d)

The Administrator shall indemnify the Owner Trustee, the Indenture Trustee, the Indenture Administrator and the Eligible Lender Trustee in their individual capacities and any of their officers, directors, employees and agents against any and all loss, liability, claims, actions, suits, damages, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as trustee) of any kind and nature whatsoever or expense (including attorneys’ fees) incurred by them in connection with the performance of their duties under the Trust Agreement and the Eligible Lender Trust Agreements and the other Basic Documents.  The obligations of the Administrator under this clause (d) shall survive the termination of the Trust Agreement and the resignation or removal of the Owner Trustee, the Indenture Trustee and the Indenture Administrator.

(e)

Without limiting the generality of the foregoing, the Administrator shall indemnify the Owner Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

(i)

any claim that the Trust Student Loans (or any guarantee with respect thereto) are delinquent, uncollectable, uninsured, illegal, invalid or unenforceable;

(ii)

any claim that the Trust Student Loans have not been made, administered, serviced or collected in accordance with applicable federal and state laws or the requirements of any Guarantor;

(iii)

any claim that any original note or other document evidencing or relating to the Trust Student Loans has been lost, misplaced or destroyed;

(iv)

any claim for failure to comply with the provisions of 34 CFR Sec. 682.203(b); and

(v)

any and all liabilities, obligations, losses, damages, taxes (other than taxes incurred as the result of the payment of fees and expenses pursuant to Section 8.01 of the Trust Agreement), claims, actions, suits, costs, expenses and disbursements (including legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Owner Trustee (individually or otherwise) (whether or not indemnified against by other parties) in any way relating to or arising out of the Trust Agreement, the Eligible Lender Trust Agreement (Issuer), any Basic Document, the administration of the Trust Estate or the action or inaction of the Owner Trustee thereunder.

(f)

The Owner Trustee shall notify the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Owner Trustee to so notify the Administrator shall not relieve the Administrator of its obligations hereunder and under the other Basic Documents.  The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Owner Trustee after it has assumed such defense; provided, however, that in the event that there may be a conflict between the positions of the Owner Trustee and the Administrator in conducting the defense of such claim, the Owner Trustee shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Owner Trus tee through the Owner Trustee’s own willful misconduct, gross negligence or bad faith.

(g)

The Depositor shall pay reasonable compensation to the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee and the Owner Trustee and shall reimburse the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee and the Owner Trustee for all reasonable expenses, disbursements and advances.

(h)

For purposes of this Section 4.2, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 4.3 below) as Administrator pursuant to Section 5.1 below, or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 5.2 below.

(i)

Indemnification under this Section 4.2 shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee, the Eligible Lender Trustee or the Indenture Administrator or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Administrator, without interest.

Section 4.3

Merger or Consolidation of, or Assumption of the Obligations of, Administrator.  Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Administrator, if other than The Student Loan Corporation, executes an agreement that states expressly that such Person assumes to perform every obligation of the Administrator under this Agreement, ( ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator, if other than The Student Loan Corporation, shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Administrator an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Notice Condition shall have been satisfied with respect to such transaction, (iv) unless The Student Loan Corporation is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the Noteholders or the holder of the Trust Certificate and (v) unless The Student Loan Corporation is the surviving entity, the Administrator shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Administrator an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee, the Indenture Trustee and Indenture Administrator, respectively, in the Trust Student Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.  Anything in this Section 4.3 to the contrary notwithstanding, the Administrator may at any time assign its rights, obligations and duties under this Agreement to an Affiliate provi ded that the Notice Condition is satisfied in respect thereof.

Section 4.4

Limitation on Liability of Seller, Administrator and Others.  (a)  Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the holder of the Trust Certificate, or to the Indenture Trustee, the Indenture Administrator or the Owner Trustee except as provided under this Agreement for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Administrator and any of its directors, officers, employees or agents may rely in goo d faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder; provided, however, that the Administrator shall not rely on any document which is determined by the Administrator in its reasonable judgment to be erroneous on its face.

(b)

Except as provided in this Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to administer the Trust Student Loans and the Trust in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the holder of the Trust Certificate under this Agreement and the Noteholders under the Indenture and under this Agreement.

Section 4.5

Administrator May Own Certificates or Notes.  The Administrator and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Trust Certificate or Notes with the same rights as it would have if it were not the Administrator or an Affiliate thereof, except as expressly provided herein or in any other Basic Document.

Section 4.6

The Student Loan Corporation Not to Resign as Administrator.  Subject to the provisions of Section 4.3 above, The Student Loan Corporation shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law or shall violate any final order of a court or administrative agency with jurisdiction over The Student Loan Corporation or its properties.  Notice of any such determination permitting or requiring the resignation of The Student Loan Corporation shall be communicated to the Owner Trustee and the Indenture Administrator at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such e ffect delivered to the Owner Trustee and the Indenture Administrator concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Administrator or a successor to the Administrator shall have assumed the responsibilities and obligations of The Student Loan Corporation in accordance with Section 5.2 below.  Anything in this Section 4.6 to the contrary notwithstanding, the Administrator may resign at any time subsequent to the assignment of its rights, duties and obligations hereunder pursuant to Section 4.3 above.

ARTICLE V

Section 5.1

Administrator Default.  If any one of the following events (an “Administrator Default”) shall occur and be continuing:

(a)

(i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Administrator for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable; or

(ii)

any failure by the Administrator to direct the Indenture Administrator to make any required distributions from any of the Trust Accounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Administrator or the Owner Trustee or after discovery of such failure by an officer of the Administrator; or

(b)

any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or the holder of the Trust Certificate and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Administrator or the Owner Trustee or (B) to the Administrator, the Indenture Administrator and the Owner Trustee by the Noteholders or the holder of the Trust Certificate, as applicable, representing at least 50% of the Outstanding Amount of the Notes or representing the whole of the outstanding Trust Certificate (including such Trust Certificate if owned by the Depositor);

(c)

an Insolvency Event occurs with respect to the Administrator; or

(d)

any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered;

then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing at least 50% of the Outstanding Amount of the Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee, if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.2 above) of the Administrator under this Agreement.  On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Trust Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor to the Administrator as may be appointed under Section  ;5.2 below; and, without limitation, the Indenture Administrator and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.  The predecessor Administrator shall cooperate with the successor to the Administrator, the Indenture Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Administrator acting as the Administrator under this Section 5.1) upon presentat ion of reasonable documentation of such costs and expenses.  Upon receipt of notice of the occurrence of an Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Section 5.2

Appointment of Successor.  (a)  Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Owner Trustee, the Indenture Trustee and the Indenture Administrator of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified i n the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”).  In the event of the termination hereunder of the Administrator, the Issuer shall appoint a successor to the Administrator acceptable to the Indenture Administrator, and the successor to the Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Administrator.  In the event that a successor to the Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Administrator without further action shall automatically be appointed the successor to the Administrator and the Indenture Administrator shall be entitled to the Administration Fee.  Notwithstanding the above, the Indenture Administrator shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

(b)

Upon appointment, the successor to the Administrator (including the Indenture Administrator acting as successor to the Administrator), shall be the successor in all respects to the predecessor Administrator and shall be subject to all the responsibilities, duties and liabilities placed on the predecessor Administrator that arise thereafter or are related thereto and shall be entitled to an amount agreed to by such successor to the Administrator (which shall not exceed the Administration Fee unless the Notice Condition has been satisfied in respect of thereof) and all the rights granted to the predecessor Administrator by the terms and provisions of this Agreement.

(c)

Notwithstanding the foregoing or anything to the contrary herein or in the other Basic Documents, the Indenture Administrator, to the extent it is acting as successor to the Administrator pursuant hereto and thereto, shall be entitled to resign to the extent a qualified successor to the Administrator has been appointed and has assumed all the obligations of the Administrator in accordance with the terms of this Agreement and the other Basic Documents.

Section 5.3

Notification to Noteholders and Holder of Trust Certificate.  Upon any termination of, or appointment of a successor to, the Administrator pursuant to this Article V, the Owner Trustee shall give prompt written notice thereof to the holder of the Trust Certificate and the Indenture Administrator shall give prompt written notice thereof to Noteholders and the Rating Agencies (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to the Rating Agencies).

Section 5.4

Waiver of Past Defaults.  The Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes (or the holder of the Trust Certificate, in the case of any default which does not adversely affect the Indenture Administrator or the Noteholders) may, on behalf of all Noteholders and the holder of the Trust Certificate, waive in writing any default by the Administrator in the performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Administrator Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE VI

Section 6.1

Termination.

(a)

Optional Purchase of All Trust Student Loans.  The Administrator shall notify the Servicer, the Depositor, the Issuer and the Indenture Administrator in writing, within 15 days after the last day of any Collection Period as of which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance, of the percentage that the then outstanding Pool Balance bears to the Initial Pool Balance.  As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the Eligible Lender Trustee on behalf and at the direction of the Servicer, or any other “eligible lender” (within the meaning of the Higher Education Act) designated by the Servicer in writing to the Owner Trustee and the Indenture Administrator, shall have the option to purchase the Trust Estate, other than the Trust Accoun ts.  To exercise such option, the Servicer shall deposit, pursuant to Section 2.6 above, in the Collection Account an amount equal to the aggregate Purchase Amount for the Trust Student Loans and the related rights with respect thereto, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer may not effect such purchase if (i) such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount plus any Carryover Servicing Fees or (ii) such aggregate Purchase Amounts exceed the Maximum Purchase Amount.  In the event the Servicer fails to notify the Owner Trustee, the Indenture Trustee and the Indenture Administrator in writing prior to the acceptance by the Indenture Trustee of a bid to purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the Servicer intends to exercise its option to purchase the Trust Estate, the Servicer shall be deemed to have waived its option to purchase the Trust Estate as long as t he Servicer has received 5 business days’ notice of its option to purchase and it has failed to notify the Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator of its exercise of such option prior to the Third-Party Financial Advisor accepting a bid to purchase such the Trust Student Loans remaining in the Trust, as provided in Section 4.4 of the Indenture.

(b)

Notice.  Notice of any termination of the Trust shall be given by the Administrator to the Owner Trustee, the Indenture Trustee and the Indenture Administrator as soon as practicable after the Administrator has received notice thereof.

(c)

Succession.  Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the holder of the Trust Certificate shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee and the Indenture Administrator pursuant to this Agreement and any other Basic Documents.

ARTICLE VII

Section 7.1

Protection of Interests in Trust.  (a)  The Administrator, on behalf of the Depositor, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Issuer, the Owner Trustee and the Indenture Trustee in the Trust Student Loans and in the proceeds thereof.  The Administrator shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Trustee and the Indenture Administrator file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)

Neither the Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Indenture Administrator at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

(c)

Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Indenture Trustee and the Indenture Administrator at least 60 days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment.  The Servicer shall at all times maintain each office from which it shall service Trust Student Loans, and its principal executive office, within the United States of America.

(d)

The Servicer shall maintain accounts and records as to each Trust Student Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Trust Student Loan, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Trust Student Loan and the amounts from time to time deposited by the Servicer in the Collection Account in respect of such Trust Student Loan.

(e)

The Servicer shall maintain its computer systems so that, from and after the time of sale of the Trust Student Loans to the Owner Trustee on behalf of the Issuer, the Servicer’s master computer records (including any backup archives) that refer to a Trust Student Loan shall indicate clearly the interest of the Issuer, the Owner Trustee and the Indenture Trustee in such Trust Student Loan and that such Trust Student Loan is owned by the Owner Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee.  Indication of the Issuer’s, the Owner Trustee’s and the Indenture Trustee’s interest in a Trust Student Loan shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Trust Student Loan shall have been paid in full or repurchased.

(f)

If at any time the Depositor or the Administrator shall propose to sell, grant a security interest in, or otherwise transfer any interest in student loans to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Trust Student Loan, indicate clearly that such Trust Student Loan has been sold and is owned by the Owner Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee.

(g)

Upon reasonable notice, the Servicer shall permit the Indenture Administrator and the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Trust Student Loan.

(h)

Upon request, at any time the Owner Trustee or the Indenture Administrator have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under the Basic Documents, the Servicer shall furnish to the Owner Trustee or to the Indenture Administrator (in each case, with a copy to the Administrator and the Indenture Trustee), within five Business Days, a list of all Trust Student Loans (by borrower social security number, type of loan and date of issuance) then held as part of the Trust, and the Administrator shall furnish to the Owner Trustee or to the Indenture Administrator (with a copy to the Indenture Trustee), within 20 Business Days thereafter, a comparison of such list to the list of initial Trust Student Loans set forth in Schedule A to the Indenture as of the Closing Date and, for each Trust Student Loan that has been removed from the pool of loans held by th e Owner Trustee on behalf of the Issuer, information as to the date as of which and circumstances under which each such Trust Student Loan was so removed.

(i)

The Depositor shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Administrator:

(i)

promptly after the execution and delivery of this Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Trust Student Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and

(ii)

within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Trust Student Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; provided, that a single Opinion of Counsel may be delivered in satisfaction of the foregoing requirement and that of Section 3.6(b) of the Indenture.

(j)

Each Opinion of Counsel referred to in subclause (i) or (ii) of clause (i) above shall specify (as of the date of such opinion and given all applicable laws as in effect on such date) any action necessary to be taken in the following year to preserve and protect such interest.

(k)

The Depositor shall, to the extent required by applicable law, cause the Trust Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such Sections.

ARTICLE VIII

Section 8.1

Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

Section 8.2

No Joint Venture.  Nothing contained in this Agreement (a) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 8.3

Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee, the Indenture Trustee or the Indenture Administrator.

Section 8.4

Powers of Attorney.  The Owner Trustee, the Indenture Trustee and the Indenture Administrator shall upon the written request of the Administrator furnish the Administrator with any powers of attorney and other documents reasonably necessary or appropriate to enable the Administrator to carry out its administrative duties hereunder.

Section 8.5

Amendment.  (a)  This Agreement (other than Sections 2.1 and 2.2 above) may be amended by the Issuer, the Servicer, the Depositor and the Administrator, without the consent of any of the Noteholders or the holder of the Trust Certificate, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee, the Indenture Trustee and the Indenture Administrator, adversely affect in any material respect any Noteholder; provided, however, that such amendment shall not result in or cause a significant change to the permissible activities of the Trust.

(b)

Sections 2.1 and 2.2 may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Owner Trustee, the Depositor, the Indenture Trustee and the Administrator, without the consent of the Noteholders or the holder of the Trust Certificate, for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of such Article; provided, that such amendment will not, in an Opinion of Counsel obtained on behalf of the Issuer and satisfactory to the Indenture Trustee and the Owner Trustee, materially and adversely affect any Noteholder; provided, further, that such amendment shall not result in or cause a significant change to the permissible activities of the Trust.

(c)

This Agreement (other than Sections 2.1 and 2.2 above) may also be amended from time to time by the Issuer, the Servicer, the Administrator, the Depositor and the Owner Trustee, and Sections 2.1 and 2.2 above may also be amended by the Owner Trustee and the Administrator, with the consent of the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage o f the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

(d)

Promptly after the execution of any such amendment (or, in the case of the Rating Agencies, fifteen days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment to the holder of the Trust Certificate, the Indenture Administrator, the Indenture Trustee and each of the Rating Agencies.

(e)

It shall not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(f)

Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Indenture Trustee and the Indenture Administrator shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 7.1(i) above.  The Owner Trustee, the Indenture Trustee and the Indenture Administrator may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s, the Indenture Trustee’s or the Indenture Administrator’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Section 8.6

Assignment.  Notwithstanding anything to the contrary contained herein, except as provided in Section 4.3 of the Servicing Agreement and Section 4.3 of this Agreement, this Agreement may not be assigned by the Administrator or the Servicer.  This Agreement may be assigned by the Owner Trustee only to its permitted successor pursuant to the Trust Agreement.

Section 8.7

Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Servicer, the Issuer, and the Owner Trustee (individually and as Owner Trustee) and for the benefit of the holder of the Trust Certificate, the Indenture Trustee (individually and as Indenture Trustee), the Indenture Administrator (individually and as Indenture Administrator) and the Noteholders, as third party beneficiaries, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 8.8

Assignment to Indenture Trustee.  The Depositor hereby acknowledges and consents to any Grant by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of a security interest in all right, title and interest of the Issuer in, to and under the Trust Student Loans and the assignment of any or all of the Issuer’s rights and obligations under this Agreement and the Sale Agreement and the Depositor’s rights under the Purchase Agreement to the Indenture Trustee.  The Servicer hereby acknowledges and consents to the assignment by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of any and all of the Issuer’s rights and obligations under this Agreement and under the Servicing Agreement.

Section 8.9

Nonpetition Covenants.  (a)  Notwithstanding any prior termination of this Agreement, the Servicer, the Administrator, the Indenture Trustee, the Indenture Administrator and the Owner Trustee shall not, prior to the date which is 367 days after the payment in full of the Notes, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.  The foregoing shall not limit the rights of the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee and the Indenture Administra tor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Depositor or the Owner Trustee.

(b)

Notwithstanding any prior termination of this Agreement, the Servicer, the Administrator, the Issuer and the Owner Trustee shall not, prior to the date which is 367 days after the payment in full of the Notes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor under any insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor.  The foregoing shall not limit the rights of the Servicer, the Administrator, the Issuer and the Owner Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Issuer or the Owner Trustee.

Section 8.10

Limitation of Liability of Owner Trustee, Indenture Administrator and Indenture Trustee.  (a)  Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by ____________________, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall ____________________, in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Owner Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

(b)

The rights of and protections of the Indenture Trustee and the Indenture Administrator under the Indenture shall be incorporated as though explicitly set forth herein.

Section 8.11

Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.12

Headings.  The Section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 8.13

Counterparts.  This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

Section 8.14

Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Each of the parties named on the signature pages to this Agreement by execution of this Agreement agrees, for the benefit of the Administrator and the other signatories hereto, to be bound by the terms of this Agreement and the other Basic Documents to the extent reference is made in such document to such party.

Section 8.15

Trust Certificate.  The holder of the Trust Certificate, as evidenced by its agreement to accepts the rights conferred under the Trust Certificate, is hereby deemed to accept all obligations of the Depositor under this Agreement.

ARTICLE IX

Section 9.1

Intent of the Parties; Reasonableness.  The Issuer and the Administrator acknowledge and agree that the purpose of this Article IX is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer, the Servicer, or any other party to the Basic Documents in good faith for delivery of information under these provisions on the basis of evo lving interpretations of Regulation AB.  In connection therewith, the Issuer shall cooperate fully with the Administrator (including any of its assignees or designees) in the preparation of, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB.

Section 9.2

Reporting Requirements.  (a)  If so requested by the Administrator, on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Administrator shall (i) notify the Issuer, in writing of any material litigation or governmental proceedings pending against the Administrator and (ii) provide to the Issuer, a description of such proceedings, affiliations or relationships.

(b)

As a condition to the succession as Administrator by any Person as permitted by Section 4.3 hereof the successor administrator shall provide to the Administrator, on behalf of the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (i) written notice to the Administrator, on behalf of the Issuer, of such succession or appointment and (ii) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Notes.

(c)

In addition to such information as the Administrator, is obligated to provide pursuant to other provisions of this Agreement, the Administrator shall provide such information regarding the performance or servicing of the Trust Student Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Administrator under this Agreement, commencing with the first such report due hereunder.

Section 9.3

Administrator Compliance Statement.  On or before March 20th of each calendar year, commencing in 20__, except during any period when the Administrator is required to deliver any reports under Section 9.4 below, the Administrator shall deliver to the Issuer a statement of compliance addressed to the Issuer and signed by an authorized officer of the Administrator, to the effect that (i) a review of the Administrator’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

Section 9.4

Report on Assessment of Compliance and Attestation.  (a)  On or before March 20th of each calendar year, commencing in 20__, the Administrator shall:

(i)

deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria specified on the certification substantially in the form of Attachment B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor;

(ii)

deliver to the Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph, which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii)

cause each Sub-administrator and Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in clauses (i) and (ii) of this Section 9.4; and

(iv)

if requested by the Administrator, on behalf of the Issuer, not later than February 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer, and any other Person that will be responsible for signing a Sarbanes Certification, a certification in the form attached hereto as Attachment A on behalf of the Issuer with respect to a securitization transaction. The Administrator acknowledges that the parties identified in this clause (a)(iii) may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of a certification under this clause unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trust Student Loans.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

THE STUDENT LOAN CORPORATION,
not in its individual capacity but solely as Servicer and Administrator

By____________________________________
Name:
Title:

SLC STUDENT LOAN TRUST 20__-__

By: ____________________, not in its
      individual capacity but solely as Owner
      Trustee

By:____________________________________
Name:
Title:

SLC STUDENT LOAN RECEIVABLES I, INC.,
as Depositor

By____________________________________
Name:
Title:

ACCEPTED AND AGREED
solely with respect to Sections 2.3, 2.7, 3.2, 4.2(c), 5.2, 5.3, 8.4 and 8.9

CITIBANK, N.A.,
not in its individual capacity but solely as Indenture Administrator

By:___________________________________
Name:
Title:

ATTACHMENT A
FORM OF ANNUAL CERTIFICATION

Re:

The Administration Agreement dated as of __________, 20__ (the “Agreement”), 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  

I,_____________________________, the __________________________ of The Student Loan Corporation. (the “Administrator”), certify to the Issuer, and its officers, with the knowledge and intent that they will rely upon this certification, that:

(a)

I have reviewed the servicer compliance statement of the Administrator provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Administrator’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Trust Student Loans by the Administrator during 20__ that were deli vered by the Administrator to the Issuer pursuant to the Agreement (collectively, the “Company Servicing Information”);

(b)

Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(c)

Based on my knowledge, all of the Company Servicing Information required to be provided by the Administrator under the Agreement has been provided to the Issuer;

(d)

I am responsible for reviewing the activities performed by the Administrator as administrator under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Administrator has fulfilled its obligations under the Agreement in all material respects; and

(e)

The Compliance Statement required to be delivered by the Administrator pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Administrator and/or any Sub-Administrator pursuant to the Agreement, have been provided to the Issuer. Any material instances of noncompliance described in such reports have been disclosed to the Issuer. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Date: _________________________________

By:__________________________________
Name:
Title:

ATTACHMENT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by The Student Loan Corporation, as the Administrator and the Servicer, shall address, at a minimum, the criteria identified below (the “Applicable Servicing Criteria”):

Reference	Criteria	Applicability
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.	X
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	X
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.	X
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the Basic Documents	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.	X
1122(d)(4)(iv)	Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.	X

THE STUDENT LOAN CORPORATION,
as Administrator

Date: _______________________________

By:___________________________________
Name:
Title:

EX-99.6

EXHIBIT 99.6

--------------------------------------------------------------------------------

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

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").

R E C I T A L S

WHEREAS, the Trust has issued $_____________ aggregate principal amount of its Class [_____] Reset Rate Notes and $_____________ aggregate principal amount of its Class [_____] Reset Rate Notes (the "Notes") pursuant to an indenture, dated as of ___________, 20__ (the "Indenture"), among the Trust, __________________, as eligible lender trustee (the "Eligible Lender Trustee"), _________________, as indenture trustee (the "Indenture Trustee") and ________________, as indenture administrator (the "Indenture Administrator");

WHEREAS, the Notes are being sold initially pursuant to an underwriting agreement, dated ___________, 20__ (the "Underwriting Agreement"), among the Trust, SLC and the underwriters named in such agreement (the "Underwriters");

WHEREAS, the Administrator has requested that _____ and _______ act as initial Remarketing Agents in connection with the Notes and as such to perform the services described in this Agreement;

WHEREAS, the Depositor has prepared a prospectus, dated ___________, 20__ and a prospectus supplement, dated ___________, 20__ (together, the "Prospectus"), in connection with the offering of the Notes; and

WHEREAS, each of ______ and ________ is willing to act as Remarketing Agent in connection with the Notes, and as such hereby agree to perform such duties on the terms and subject to the conditions set forth in this Agreement.

 NOW, THEREFORE, the parties to this Agreement agree as follows:

1.

Definitions.  Capitalized terms used and not defined in this Agreement have the respective meanings assigned to them in Appendix A to the Indenture. Unless the context otherwise requires, references in this agreement to "Notes" are to each class of Notes subject to Remarketing (as defined below) on a Reset Date.

2.

Appointment and Obligations of Remarketing Agents.  (a) Subject to Section 4 of this Agreement, the Administrator hereby appoints each of _____ and ______, and each of _____ and ______ hereby accepts such appointment, as the exclusive Remarketing Agents for the purpose of:

(i) determining for each Reset Period the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable the Remarketing Agents to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the  Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures;

(ii) entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix A (a "Remarketing Agency Agreement"), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (a "Supplemental Remarketing Agency Agreement"), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the "Beneficial Owners") (each such attempted and/or completed remarketing being hereinafter referred to as a "Remarketing");

(iii) if applicable, assisting the Administrator with the selection of the Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date;

(iv) preparing a written notice to the applicable clearing agencies, the Irish Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms;

(v) delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and

(vi) performing such other duties as are assigned to the Remarketing Agents in this Agreement, including in the Reset Rate Note Procedures attached to this Agreement as Appendix C, and/or in the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, in each case subject to the conditions set forth herein and therein.

(b) With respect to any Reset Date, the Remarketing Agents shall not enter into the Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Remarketing Terms Determination Date: (i) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; or (ii) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date In addition, the Remarketing Agents shall not enter into the Supplemental Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Spread Determination Date: (A) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; (B) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarke ting on such Reset Date; or (C) if applicable, 100% of the holders of the related class of Notes subject to Remarketing on such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period.

(c) Only Notes not subject to an exercised Call Option shall be subject to Remarketing on such Reset Date.

3.

Fees and Expenses.  (a) The Trust acknowledges and agrees that the fees to be paid to the Remarketing Agents in connection with any Reset Date shall be calculated consistent with and at a rate no higher than as set forth in Appendix D and agreed upon by the Administrator and the Remarketing Agents, and set forth in the applicable Remarketing Agency Agreement. Such fees shall be expressed as a percentage of the Outstanding Amount of the applicable class of Notes and payable except in the case of a Failed Remarketing; provided, that the obligations of the Trust to pay to the Remarketing Agents on each Reset Date the fees set forth in the applicable Remarketing Agency Agreement shall be solely payable from amounts available for distribution pursuant to Sections 2.7(a) and Section 2.11 of the Administration Agreement on each Reset Date. The Trust's obligations to pay the fees as described in the preceding sentence shall sur vive until the earlier to occur of the date such fees have been paid in full or the date the Trust is terminated. The Trust will pay all expenses in connection with this Agreement, the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, to the extent funds are available for distribution pursuant to Section 2.8 of the Administration Agreement on such Reset Date, including: (i) the preparation, printing and delivery of the Remarketing Prospectus (as defined below) in connection with the Remarketing of the Notes; (ii) the preparation and delivery of the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, and such other documents as may be required in connection with the Remarketing of the Notes; (iii) the fees and disbursements of the Trust's or the Administrator's accountants, counsel and other advisors or agents and the fees and disbursements of the Indenture Trustee including, without limitation, the fees of the Trust's cou nsel incurred in connection with the delivery of the Tax Opinion (as defined below); (iv) the out-of-pocket expenses of the Remarketing Agents to the extent described in Section 3(b) below; (v) fees charged by nationally recognized statistical rating organizations, if any, if necessary to satisfy the Notice Condition; (vi) the fees payable to the Irish Stock Exchange or other exchange in connection with the listing of Notes subject to Remarketing on the related Reset Date on the Irish Stock Exchange or other such exchange; and (vii) any other fees and expenses, if applicable, in connection with compliance with Section 7(f) below; provided, however, that if the holder of the related Call Option has exercised such Call Option, then for each Remarketing relating to that class of Notes (including the Remarketing on which such Call Option was exercised), until the holder of the Call Option has sold all of that class of Notes, the holder of the Call Option shall be obligated to pay such expenses. If sufficient fun ds are not available pursuant to Section 2.8 of the Administration Agreement or the holder of the Call Option fails to paysuch expenses, as applicable, the Administrator shall pay such expenses on behalf of the Trust and shall be entitled to reimbursement pursuant to Section 2.8 of the Administration Agreement.

(b) If there is a Failed Remarketing, the Trust shall reimburse the Remarketing Agents for all out-of-pocket expenses, other than fees and disbursements of counsel, reasonably incurred by the Remarketing Agents in making preparations for Remarketing and attempting to remarket the Notes subject to a Failed Remarketing.

4. Removal or Resignation of the Remarketing Agents; Appointment of Additional or Lead Remarketing Agents.  (a) Subject to the terms and on the conditions of this Agreement, with respect to any Reset Period, the Administrator may, in its absolute discretion, remove any Remarketing Agent by giving notice to the Remarketing Agent no less than five Business Days prior to the Remarketing Terms Determination Date applicable thereto. If such removal would result in no Remarketing Agents remaining, such removal shall be effective only upon the Administrator's appointment of at least one successor Remarketing Agent. In such case, the Administrator shall use its best efforts to appoint a successor Remarketing Agent and enter into a remarketing agreement with such successor Remarketing Agent as soon as reasonably practicable, but in no event later than the applicable Remarketing Terms Determination Date. In addition, the Administ rator shall appoint one or more additional remarketing agents, if necessary, with respect to any Reset Period during which a class of Notes subject to Remarketing on the related Reset Date will be remarketed in a non-U.S. Dollar currency.

(b) Each of the Remarketing Agents may resign and be discharged from any duties and obligations under this Agreement at any time by delivery of a written notice to the Administrator of such resignation, provided such resignation shall not be effective any later than 15 Business Days prior to the next Remarketing Terms Determination Date (which for this purpose shall be deemed to be the eighth Business Day prior to the applicable Reset Date) It shall be the sole responsibility of the Administrator to appoint a successor Remarketing Agent if such resignation would result in there being no Remarketing Agents remaining.

(c) The Administrator may, in its absolute discretion, designate a lead Remarketing Agent for any class of Notes subject to Remarketing by giving notice to the Remarketing Agents no less than five Business Days prior to the Remarketing Terms Determination Date applicable thereto.

5.

Dealing in the Notes.  Subject to its compliance with applicable laws and regulations, each Remarketing Agent acting as such or in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes. The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes that they are not otherwise able to remarket at a price equal to 100% of the Outstanding Amount of such tendered Notes. A Remarketing Agent that owns a Note may exercise any vote or join in any action which any Noteholder of that class or beneficial owner of such Notes may be entitled to exercise or take pursuant to the Indenture with like effect as if it did not act in any capacity under this Agreement. Each Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Trust, the Depositor, the Servic er, the Indenture Trustee, Indenture Administrator, the Eligible Lender Trustee or the Administrator as freely as if it did not act in any capacity under this Agreement.

6.

Representations and Warranties.  (a) The Administrator represents and warrants to, and agrees with, each of the Remarketing Agents as of the date of this Agreement, and as of each Remarketing Terms Determination Date, Spread Determination Date and Reset Date (each such date being hereafter referred to as a "Representation Date"), that as of each applicable Representation Date after the date of this Agreement, the related Remarketing Materials (as defined in this Agreement) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) The Administrator further represents and warrants to, and agrees with, each of the Remarketing Agents as of each Representation Date as follows:

(i) The Trust has not sustained since the respective dates as of which information is given in the Remarketing Materials any material loss or interference with its business or properties, otherwise than as set forth or contemplated in such Remarketing Materials; and, since such dates, there has not been any material adverse change or any development involving a prospective material adverse change, in or affecting the business or properties of the Trust or the transactions contemplated hereby, otherwise than as set forth or contemplated in such Remarketing Materials.

(ii) The Trust has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Remarketing Materials and to consummate the transactions contemplated therein and in this Agreement. The Administrator has been duly organized and is validly existing under the laws of the United States, with power and authority (corporate and otherwise) to consummate the transactions contemplated in the Remarketing Materials and in this Agreement.

(iii) The Notes have been duly authorized, issued and delivered pursuant to the Underwriting Agreement. The Notes constitute valid and legally binding obligations of the Trust entitled to the benefits provided by the Indenture. The Indenture has been duly authorized, executed and delivered and duly qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The Indenture and the Trust Agreement each constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(iv) The compliance by the Trust and the Administrator with all of the provisions of the Notes, the Indenture, the Trust Agreement, the Swap Agreements, this Agreement and the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be, and the consummation of the transactions in this Agreement and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default in the performance or observance of any material obligation contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trust or the Administrator is a party or by which the Trust or the Administrator is bound or to which any of the property or assets of the Trust, or the Administrator is subject, nor will such action result in any violation of the provisions of the Trust Agreement, the Administrator's certificate of incorporation or by-laws, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust or the Administrator or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Trust or the Administrator of the transactions contemplated by this Agreement, the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be, the Trust Agreement or the Indenture, except such as have been, or shall have been, obtained.

(v) The Administrator is not in violation of its certificate of incorporation or by-laws, and the Trust is not in violation of its Trust Agreement, and neither the Administrator nor the Trust is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound.

(vi) Other than as set forth in the Remarketing Materials or in the financial statements included in SLC's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, filed with the Commission, there are no legal or governmental proceedings pending to which the Trust or the Administrator or any of its subsidiaries is a party or of which any property of the Trust or the Administrator or any of its subsidiaries is the subject which, if determined adversely to the Trust or the Administrator or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consummation of the transactions contemplated hereby or the ability of the Administrator to perform all of its obligations with respect to the Trust; and, to the best of the Administrator's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by oth ers.

(vii) The Trust is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended.

(viii) Each of this Agreement and the applicable Remarketing Agency Agreement, and Supplemental Remarketing Agency Agreement, as the case may be, has been duly authorized, executed and delivered by the Trust and the Administrator and, assuming it has been duly executed and delivered by the Remarketing Agents, constitutes a valid and binding agreement of the Trust and the Administrator, enforceable against each of the Trust and the Administrator in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally) and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as the enforcemen t thereof may be subject to limitations on rights to indemnity or contribution or both by Federal or state securities laws or the public policies underlying such laws.

(ix) The Notes have such ratings as to which either the Administrator shall have most recently notified the Remarketing Agents pursuant to Section 7(a) of this Agreement or as are otherwise available to the Remarketing Agents in the ordinary course.

Any certificate signed by any officer of the Trust or Administrator and delivered to the Remarketing Agents or to counsel for the Remarketing Agents in connection with the Remarketing of the Notes shall be deemed a representation and warranty by the Trust or Administrator to the Remarketing Agents as to the matters covered thereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

(c) In connection with each Remarketing, each Remarketing Agent hereby represents and warrants to, and agrees with, the Trust and the Administrator that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), received by it in connection with the Remarketing of the Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust, and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Remarketing of Notes in, from or otherwise involving the United Kingdom.

7.

Covenants of the Administrator.  The Administrator covenants with the Remarketing Agents as follows:

(a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a "nationally recognized statistical rating organization" (as defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreem ent.

(b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents:

(i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below);

(ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the "Tax Opinion");

(iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Irish Stock Exchange for Irish Stock Exchange listing purposes;

(iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and

(v)

(A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

(B) The Administrator shall provide each of the Remarketing Agents with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose.

(C) In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agents, the Trust and the Administrator shall provide to the Remarketing Agents the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(A) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation.

(c) If, at any time during which the Remarketing Agents would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(c) above or any document incorporated therein by reference (collectively, the "Remarketing Materials") to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agents in writing of the circumstances and details of such event or condition.

(d) So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(e) If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agents shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission's interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes.

(f) The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus.  In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agents or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission's interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes:

The Administrator shall (A) prepare and file with the  Commission and furnish to the Remarketing Agents a then currently  effective registration statement under the 1933 Act and a then current  preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agents for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the "Registration Statement" and the "Remarketing Prospectus," respectively, except that if any revised prospectus shall be provided to the Remarketing Agents by the Trust for use in connection with the Remarketing of the Notes which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agents for such use), (B) furnish to the Remarketing Agents an officers' certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agents and a "agreed-upon procedures letter" from the Trust's independent accountants, in each case in form and substance satisfactory to the Remarketing Agents, of the same tenor as the officers' certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agents, in either case reasonably satisfactory to the Remarketing Agents, no exemption from registration under the 1933 Act is available and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agents, and the Remarketing Agents shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agents for delivery to the Irish Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Irish Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the "Listing Particulars Addendum"), and (E) furnish to the Remarketing Agents such other opinions, documents or certificates as are reasonably requested by the Remarketing Agents, provided the Remarketing Agents request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date; or

(A) The Trust and the Administrator shall provide to the Remarketing Agents and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter's due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust's securities, which shall include making available for inspection by representatives of the Remarketing Agents, and any counsel retained by the Remarketing Agents, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agents or counsel in connection with the R emarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agents.

(B) If at any time when a Prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agents or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agents such amendment or supplement as may be necessary to correct such statement or omission as referred to above.

(C) If applicable, the Administrator agrees to provide the Remarketing Agents with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose.

(g) The Administrator shall timely notify the Remarketing Agents of any Notice Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agents with copies of the required confirmations or reaffirmations, as the case may be.

8.

Conditions to the Remarketing Agents' Obligations.  The obligations of each of the Remarketing Agents to perform its duties under this Agreement shall be subject to:

(a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be;

(b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and

(c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause:

(i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLC or any Affiliate;

(ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents);

 (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization;

 (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the [New York Stock Exchange] or Irish Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Ki ngdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement;

(v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing;

(vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred;

(vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers' certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or

(viii) any Notice Condition shall not have been timely satisfied.

9.

Indemnification.  (a) The Administrator shall indemnify and hold harmless each of the Remarketing Agents and each Person, if any, who controls a Remarketing Agent within the meaning of Section 20 of the 1934 Act and any director, officer, employee or affiliate thereof, as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) the failure of the Administrator on behalf of the Trust to comply with the requirements of Section 7(f), if applicable, or (B) any untrue statement or alleged untrue statement of a material fact contained in any of the Remarketing Materials (including in each case any documents incorporated by reference therein), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or (C) any violation by the Trust or the Administrator of, or any failure by the Trust or the Administrator to perform any of its obligations under, this Agreement, including the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, or (D) the acts or o missions of each of the Remarketing Agents in connection with their duties and obligations in respect of administrative or ministerial functions under this Agreement or pursuant to this Agreement, including, without limitation, the calculation of rates, the giving or receiving of notices and any determinations with respect to any Swap Agreements, except those that are finally judicially determined to be due to its gross negligence or willful misconduct;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or any claim whatsoever arising out of, or based upon, any of items (A) through (D) of clause (i) above; provided that any such settlement is effected with the written consent of the Administrator, which consent shall not be unreasonably withheld; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Remarketing Agents), reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever arising out of, or based upon, any of items (A) through (D) of clause (i) above to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission either made in reliance upon and in conformity with written information furnished to the Administrator by the Remarketing Agents expressly for use in the Remarketing Materials or contained in any Remarketing Materials not approved by the Administrator for use in connection with the related Remarketing.

(b) Each of the Remarketing Agents, severally and not jointly, shall indemnify and hold harmless the Trust, the Administrator and the Depositor from and against any loss, liability, claim, damage and expense, as incurred, but only with respect to untrue statements or omissions made in the Remarketing Materials in reliance upon and in conformity with information furnished to the Administrator in writing by the Remarketing Agents expressly for use in such Remarketing Materials and will reimburse any indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action The indemnity agreement in this paragraph shall extend upon the same terms and conditions to each Person, if any, who controls the Administrator within the meaning of Section 20 of the 1934 Act.

(c) Each indemnified party shall give notice as promptly as reasonably .practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability under this Agreement to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement In the case of parties indemnified pursuant to clause (a) above, counsel to the indemnified parties shall be selected by the Remarketing Agents, and, in the case of parties indemnified pursuant to clause (b) above, counsel to the indemnified parties shall be selected by the Administrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that cou nsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 or Section 10 of this Agreement (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission or fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) The indemnity agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agents, and shall survive the termination or cancellation of this Agreement and the Remarketing of any Notes under this Agreement.

10.

Contribution.  (a) If the indemnification provided for in Section 9 of this Agreement is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Trust and the Administrator on the one hand and the Remarketing Agents on the other hand from the Remarketing of the Notes pursuant to this Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, or if the indemnified party fails to give notice required under Section 9(c ), in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Trust and the Administrator on the one hand and of the Remarketing Agents on the other hand in connection with the acts, failures to act, statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

(b) The relative benefits received by the Trust and the Administrator, on the one hand, and the Remarketing Agents, on the other hand, in connection with the Remarketing of a class of Notes pursuant to this Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, shall, as to the Remarketing to which the applicable losses, liabilities, claims, damages or expenses relate, be deemed to be in the same respective proportions as the aggregate principal balance of such class of Notes outstanding at the time of such Remarketing bears to the commissions and fees received by the Remarketing Agents in connection with such Remarketing.

(c) The relative fault of the Trust and the Administrator on the one hand and the Remarketing Agents on the other hand shall be determined by reference to, among other things, the responsibility under this Agreement of the applicable party for any act or failure to act relating to the losses, liabilities, claims, damages or expenses incurred or, in the case of any losses, liabilities, claims, damages or expenses arising out of any untrue or alleged untrue statement of a material fact contained in any of the Remarketing Materials or the omission or alleged omission to state a material fact therefrom, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Trust or the Administrator or by the Remarketing Agents and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such state ment or omission.

(d) The Administrator and the Remarketing Agents agree that it would not be .just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 10. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such act or failure to act or untrue or alleged untrue statement or omission or alleged omission.

(e) Notwithstanding the provisions of this Section 10, none of the Remarketing Agents shall be required to contribute any amount in excess of the amount by which the total price at which the Notes remarketed by it and resold to investors were sold to investors exceeds the amount of any damages which any of the Remarketing Agents would have otherwise been required to pay by reason of any act or failure to act for which it is responsible under this Agreement or any untrue or alleged untrue statement or omission or alleged omission.

(f) No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(g) For purposes of this Section 10, each Person, if any, who controls any of the Remarketing Agents within the meaning of Section 20 of the 1934 Act shall have the same rights to contribution as the Remarketing Agents, and each director of the Administrator and each of its officers, and each Person, if any, who controls the Administrator within the meaning of Section 20 of the 1934 Act shall have the same rights to contribution as the Administrator.

(h) The obligations of the Remarketing Agents in this Section 10 to contribute are several in proportion to their respective Remarketing obligations with respect to the Notes and not joint.

11.

Termination of this Agreement.  Subject (i) to Section 3 of this Agreement relating to the payment of fees and expenses, (ii) to Section 9 of this Agreement relating to indemnification and (iii) to any claims under this Agreement arising out of or relating to any Remarketing prior to termination, this Agreement shall terminate as to any Remarketing Agent on the effective date of the removal or resignation of such Remarketing Agent pursuant to Section 4 of this Agreement.

12.

Remarketing Agents' Performance and Duty of Care.  The duties and obligations of each Remarketing Agent under this Agreement shall be determined solely by the express provisions of this Agreement and the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be.  No Noteholder or Beneficial Owner of any Note will have any rights or claims against any Remarketing Agent as a result of such Remarketing Agent not purchasing that Note.

13.

GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.

14.

Term of Agreement.  Unless otherwise terminated in accordance with the provisions of this Agreement, this Agreement shall remain in full force and effect from the date of this Agreement until the first day thereafter on which no Notes are Outstanding.

15.

Successors and Assigns.  (a) The rights and obligations of the Trust may not be assigned or delegated to any other Person without the prior written consent of the Remarketing Agents. The rights and obligations of the Administrator under this Agreement may be assigned or delegated to any successor Administrator under the Administration Agreement upon prior notice to the Remarketing Agents. The rights and obligations of the Remarketing Agents under this Agreement may be assigned or delegated to any Affiliate thereof without the consent of the Trust or the Administrator, and to any other Person with the prior written consent of the Administrator. This Agreement shall inure to the benefit of and be binding upon the Trust, the Administrator and the Remarketing Agents and their respective successors and assigns. The terms "successors" and "assigns" shall not include any purchaser of any Notes merely becaus e of such purchase. The Administrator may appoint additional Remarketing Agents, which Remarketing Agents may join in this Agreement or a separate agreement in form and substance substantially similar to this Agreement.

(b) Notwithstanding anything to the contrary in Section 15(a) and Sections 9 and 10 of this Agreement, in the event the rights and obligations of the Administrator under this Agreement are assigned to any successor Administrator under the Administration Agreement as provided in Section 15(a), and the Remarketing Agents receive notice of such assignment during the period on or after the 15th Business Day prior to a Remarketing Terms Determination Date, then, unless the Remarketing Agents consent to such assignment, for purposes of the indemnification and contribution provisions set forth in Sections 9 and 10 of this Agreement, the then-current Administrator under this Agreement shall remain obligated under the terms of Sections 9 and 10 of this Agreement in respect of the Remarketing effected or Failed Remarketing in respect of such Remarketing Terms Determination Date.

16.

Headings.  Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement.

17.

Severability.  If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provision of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

18.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

19.

Amendments. This Agreement may be amended by any instrument in writing signed by each of the parties to this Agreement.

 20.

Notices. Unless otherwise specified, any notices, requests, consents or other communications given or made under this Agreement or pursuant to this Agreement shall be made in writing or transmitted by any standard form of telecommunication or by telephone and confirmed in writing. All written notices shall be deemed to be validly given or made, if delivered by hand, when so delivered, or if mailed, when mailed registered or certified mail, return receipt requested and postage prepaid. All notices by telecommunication (including telephone and facsimile) shall be deemed to be validly given or made when received. All such notices, requests, consents or other communications shall be addressed as follows:

if to the Administrator or the Trust:

The Student Loan Corporation, as Administrator

SLC Student Loan Trust 20__-__

750 Washington Boulevard, 9th Floor

Stamford, CT 06901

Facsimile: __________

Attention: _________________________

if to ________:

____________________________________

if to __________:

____________________________________

or to such other address as any of the above shall specify to the other in writing.

21.

Benefit.  Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person other than (i) the parties to this Agreement and, (ii) with respect to the terms of Section 9, (A) any indemnified party set forth in Section 9(a), and (B) the Depositor, the Persons in clauses (A) and (B) being deemed to be third-party beneficiaries of this Agreement to the extent provided in this Agreement, any remedy or claim under or by reason of this Agreement or any term, covenant or condition of this Agreement, all of which shall be for the sole and exclusive benefit of the parties.

22.

No Petition.  Each of the Remarketing Agents and the Administrator hereby covenants and agrees that it shall not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar laws in connection with any obligations relating to the Notes, the Indenture or this Agreement. The foregoing shall not limit the rights of any party to this Agreement to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Trust by any Person other than a Remarketing Agent or the Administrator.

23.

No Recourse.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Eligible Lender Trustee (it being understood and agreed by the parties to this Agreement that the Eligible Lender Trustee has no obligations under this Agreement in its individual capacity), or any certificate or other writing delivered in connection herewith or therewith, against the Eligible Lender Trustee in its individual capacity, or any partner, owner, beneficiary, agent, officer, director or employee of the Eligible Lender Trustee in its individual capacity, or of any successor or assign thereof.

IN WITNESS WHEREOF, each of the Trust, the Administrator and the Remarketing Agents has caused this Agreement to be executed in its name and on its behalf by one of its duly authorized officers as of the date first above written.

SLC STUDENT LOAN TRUST 20__-__

By:____________________________________

not in its individual capacity but solely as Owner Trustee

By:____________________________________

Name:

Title:

THE STUDENT LOAN CORPORATION

 as Administrator

By:____________________________________

 Authorized Signatory

____________________________________

By:____________________________________

Name:

Title:

_________________________________

By:____________________________________

Name:

Title:

APPENDIX A

REMARKETING AGENCY AGREEMENT

[to be executed on the applicable Remarketing Terms Determination Date]

REMARKETING AGENCY AGREEMENT, dated as of _________, (this "Agreement") by and among SLC Student Loan Trust 20__-__ (the "Trust"), the Student Loan Corporation (the "Administrator") and ____________________ and _______________ , (each, a "Remarketing Agent" and, collectively, the "Remarketing Agents"). The Remarketing Agents, in consultation with the Administrator, hereby establish the terms for the Class A-[__] Reset Rate Notes (the "Notes") described below with respect to the "Reset Date" on ________, in accordance with the terms hereof and of the Remarketing Agreement, dated as of ________, 20__, among the Trust, the Administrator and the Remarketing Agents (the "Remarketing Agreement"), the terms of which are hereby incorporated by reference and made a part hereof.

The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the validly tendered Notes at a price equal to 100% of the aggregate principal amount so tendered. There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing. The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price. The obligation of the Remarketing Agents to purchase tendered Notes from the tendering Class A-[__] Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreement.

All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.

CERTAIN TERMS OF THE NOTES

Trust: SLC Student Loan Trust 20__-__

Remarketing Agents and Addresses: ____________________________

____________________________

Title of Notes: Class A-[__]Reset Rate Notes

Title of Indenture: Indenture, dated as of ___________, 20__, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Indenture Administrator.

Eligible Lender Trustee: _______________________________

Indenture Trustee: _______________________________

Indenture Administrator: _______________________________

Current Ratings:

Moody's Investors Service, Inc.:

Standard & Poor's Ratings Services:

Fitch Ratings:

Weighted average life of the Notes under several assumed prepayment scenarios:

Remarketing Terms Determination Date:

Hold Notice Date:

Spread Determination Date:

Reset Date:

Reset Period and next succeeding Reset Date:

Interest Rate Mode:

[ ] Floating Rate Mode:

Index:

Interval between Interest Rate Change Dates:

Interest Rate Determination Date(s):

[ ] Fixed Rate Mode:

Fixed Rate Pricing Benchmark:

Whether principal amortizes periodically or is paid at end of Reset Period

Currency Denomination:

[ ] Foreign Exchange Mode:

Minimum Denominations and additional increments:

Interest Distribution Dates:

Principal Distribution Date(s):

Priority of Principal Payments - of both classes of Notes are successfully remarketed on the same Reset Date, whether there will be a change in the relative priorities of the Notes with respect to the right to receive payments of principal

Swap Agreement(s): [ ] Yes [ ] No

[ ] Currency Swap Agreement:

[ ] Interest Rate Swap Agreement:

Eligible Swap Counterparties from which Bids will be Solicited:

All Hold Rate (Spread for floating or fixed rate, as applicable):

Day Count Basis:

Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes,

payable except in the case of a Failed Remarketing):

Wire Instructions:

Other:

The foregoing terms are hereby confirmed and agreed to as of this ____ day of  _________.

SLC STUDENT LOAN TRUST 20__-__

By:____________________________________

not in its individual capacity but solely as

Owner Trustee

By:____________________________________

Name:

Title:

THE STUDENT LOAN CORPORATION, as Administrator

By:____________________________________

Authorized Signatory

 ____________________________________

By:____________________________________

Name:

Title:

 ____________________________________

By:____________________________________

Name:

Title:

APPENDIX B

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT

[to be executed on the applicable Spread Determination Date]

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of _______ (this "Agreement") by and among SLC Student Loan Trust 20__-__ (the "Trust"), The Student Loan Corporation (the "Administrator") and ________________ and ________________, (each, a "Remarketing Agent" and, collectively, the "Remarketing Agents"). The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Class A-[__] Reset Rate Notes (the "Notes") described below that have been validly tendered by the holders thereof for sale on the _____________ (the "Reset Date") at a price equal to 100% of the aggregate principal amount so tendered in accordance with the terms hereof and of the Remarketing Agreement, dated as of ___________, 20__ (the "Remarketing Agreement") and the Remarketing Agency Agreement dated as of ____________ (the "Remarketing Agency Agreement" ;), each among the Trust, the Administrator and the Remarketing Agents, the terms of which are hereby incorporated by reference and made a part hereof. There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing.

The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price. The obligation of the Remarketing Agents to purchase tendered Notes from the tendering Class A-[__] Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreement.

All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.

CERTAIN TERMS OF THE NOTES

Trust: SLC Student Loan Trust 20__-__

Remarketing Agents and Addresses: ____________________________

Title of Notes: Class A-[__]Reset Rate Notes

Principal Amount of Notes to be Remarketed $

Title of Indenture: Indenture, dated as of ___________, 20__, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Indenture Administrator.

Eligible Lender Trustee: _______________________________

Indenture Trustee: _______________________________

Indenture Administrator: _______________________________

Current Ratings:

Moody's Investors Service, Inc.:

Standard & Poor's Ratings Services:

Fitch Ratings:

Interest Rate Mode:

[ ] Floating Rate

Spread:

[ ] Fixed Rate

Spread:

Yield to Maturity of Fixed Rate Pricing Benchmark:

Fixed Rate:

The Eligible Swap Counterparty (or Counterparties) and the floating rate (or rates) of interest payable by the Trust to each Eligible Swap Counterparty (or Counterparties):

Currency Denomination:

Currency Exchange Rate:

Extension Rate:

All Hold Rate:

New Interest Rate: As determined by application of the provisions set forth herein and in the Remarketing Agreement and Remarketing Agency Agreement.

Beneficial Owner Tender Provisions: As set forth in the Remarketing Prospectus dated ________. In the event that the Remarketing Agents fail to remarket all Class A-[__] Notes validly tendered for remarketing on the Reset Date, then the Remarketing Agents shall promptly notify the Administrator and the Indenture Trustee of such failure.

Failed Remarketing Rate:

Form of Notes: Global certificate registered in the name of the nominee of the applicable depository of the Notes, which is DTC, Clearstream or Euroclear. The beneficial owners of the Notes ("Beneficial Owners") are not entitled to receive definitive certificates representing their Notes, except under limited circumstances. A Beneficial Owner's ownership of a Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC, Clearstream or Euroclear and that maintains such Beneficial Owner's account.

Purchase Price: 100% of the principal amount of the tendered Notes. Payable to DTC, Clearstream or Euroclear for the Beneficial Owners of tendered Notes.

Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes, payable except in the case of a As set forth in the Remarketing Failed Remarketing): Agency Agreement.

Wire Instructions:

Other:

Closing:

The foregoing terms are hereby confirmed and agreed to as of this ___ day of ______.

SLC STUDENT LOAN TRUST 20__-__

By:____________________________________

not in its individual capacity but solely as

Owner Trustee

By:____________________________________

Name:

Title:

THE STUDENT LOAN CORPORATION, as Administrator

By:____________________________________

 Authorized Signatory

 ____________________________________

By:____________________________________

Name:

Title:

 ____________________________________

By:____________________________________

Name:

Title:

APPENDIX C

RESET RATE NOTE PROCEDURES

(To Be Provided For Each Applicable Transaction)

APPENDIX D

REMARKETING FEE SCHEDULE

Maximum Remarketing Fees

The maximum remarketing fees payable to the Remarketing Agents in respect of each Reset Date shall be:

AVERAGE LIFE (Duration of Applicable Reset Period)	PERCENTAGE OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE NOTES (bps)
3 months
6 months
9 months
1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years