10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-K

__________________

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2005.
OR
oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____ to ____ .
Commission file numbers: 333-118089
333-127510-01
SLC STUDENT LOAN TRUST 2005-2 (Issuing Entity) (Exact name of registrant as named in its charter) SLC STUDENT LOAN RECEIVABLES I, INC. (Depositor) (Exact name of co-registrant and depositor as named in its charter) THE STUDENT LOAN CORPORATION (Sponsor)
(Exact name of sponsor as named in its charter)
Delaware		04-3598719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
750 Washington Blvd., Stamford, Connecticut		06901
(Address of principal executive offices)		(Zip Code)
(203) 975-6843
(203) 975-6861
(Co-registrant’s telephone numbers, including area code)
__________________
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes  o No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o No  x

State the aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrants. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405).

Not Applicable

Documents Incorporated by Reference: None

Introductory Note

This Annual Report on Form 10-K is prepared in reliance on the no-action letter dated December 20, 1996 issued by the Securities and Exchange Commission to Nellie Mae Education Funding, LLC.

PART I

Item 1.Business

Not Applicable

Item 1A. Risk Factors 

Not Applicable

Item 1B. Unresolved Staff Comments

Not Applicable

Item 2.Properties

The property of the Trust consists solely of student loans originated under the Federal Family Education Loan Program. See Exhibit 99.1, a Certificate of The Student Loan Corporation, as Servicer, with respect to the activities of the Servicer during the fiscal year ended December 31, 2005. See Exhibit 99.3, a Certificate of The Student Loan Corporation, as Administrator, with respect to the activities of the Administrator during the fiscal year ended December 31, 2005.

Item 3.Legal Proceedings

Neither the Depositor nor the Trust knows of any material pending legal proceedings with respect to the Trust, involving the Trust, the Depositor, the Servicer, Wachovia Bank, National Association (the Indenture Trustee), the Depositor’s eligible lender trustee or the Trust assets, other than ordinary routine litigation incidental to the duties of the Indenture Trustee, the Servicer or the Depositor under the Servicing Agreement between the Servicer and the Trust dated as of September 28, 2005.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fiscal year covered by this report to a vote of Note Holders.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Records provided to the Trust by the Depository Trust Company and the Indenture Trustee indicate that there were 17 holders of record for the Series 2005-2 Notes at December 31, 2005.

Item 6. Selected Financial Data

Not Applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Not Applicable

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 8. Financial Statements and Supplementary Data

Not Applicable

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Not Applicable

Item 9BOther Information

Not Applicable

PART III

Item 10. Directors and Executive Officers of the Registrant

Not Applicable

Item 11. Executive Compensation

Not Applicable

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

(a) SLC Student Loan Receivables I, Inc. is the beneficial owner of SLC Student Loan Trust 2005-2.

(b) Not Applicable

(c) Not Applicable

(d) Not Applicable

Item 13. Certain Relationships and Related Transactions.

(a) Neither the Depositor nor the Trust knows of any transaction or series of transactions to which any of the Depositor, the Trust or the Servicer, in each of their respective capacities, is a party with any holder of Notes who owns of record or beneficially more than five percent of the Notes.

(b)   Not Applicable

(c)   Not Applicable

Item 14. Principal Accounting Fees and Services

Not Applicable

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following are filed as part of this report:

Exhibit 31.1 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

    Exhibit 99.1 Annual Servicer’s Certificate, dated March 31, 2006

Exhibit 99.2 Report of Independent Registered Public Accounting Firm, dated March 31, 2006, issued by

                        KPMG LLP - Servicing Agreement

Exhibit 99.3 Annual Administrator’s Certificate, dated March 31, 2006

Exhibit 99.4 Report of Independent Registered Public Accounting Firm, dated March 31, 2006, issued by

                        KPMG LLP - Administration Agreement

 (b) Not Applicable

 (c) Not Applicable

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 31st day of March, 2006.

SLC Student Loan Receivables I, Inc.

BY:

/s/ Daniel P. McHugh     

Name: Daniel P. McHugh

Title: Chief Financial Officer

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY CO-REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Security Holders during the period covered by this Annual Report on Form 10-K and the Co-Registrants do not intend to furnish such materials to Security Holders subsequent to the filing of this report.

INDEX TO EXHIBITS

Exhibit No.Description

Exhibit 31.1         Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Exhibit 99.1               Annual Servicer’s Certificate, dated March 31, 2006

Exhibit 99.2               Report of Independent Registered Public Accounting Firm, dated March 31, 2006, issued by

                                   KPMG LLP - Servicing Agreement

Exhibit 99.3               Annual Administrator’s Certificate, dated March 31, 2006

Exhibit 99.4               Report of Independent Registered Public Accounting Firm, dated March 31, 2006, issued by

                                   KPMG LLP - Administration Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION

Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

I, Daniel P. McHugh, certify that:

1.   I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report of SLC Student Loan Trust 2005-2 and SLC Student Loan Receivables I, Inc.;

2.   Based on my knowledge, the 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 this annual report;

3.   Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;

4.   Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled 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 Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the servicing agreement that is included in these reports.

/s/ Daniel P McHugh

Daniel P. McHugh

Chief Financial Officer

SLC Student Loan Receivables I, Inc.

March 31, 2006

EX-99.1

Exhibit 99.1

Annual Servicer’s Certificate

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Asset-Backed Surveillance Group

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: Structured Finance

Moody’s Investors Service Inc.

99 Church Street

New York, New York 10007

Attention: Structured Finance

Wachovia Bank, National Association

401 South Tryon Street

Charlotte, North Carolina 28288

Attention: Structured Finance Trust Services

SLC Student Loan Trust 2005-2

c/o Wilmington Trust Company

Rodney Square North, 1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

As an officer of The Student Loan Corporation, the Master Servicer of SLC Student Loan

Trust 2005-2, I hereby certify that:

(a)   a review of the activities of the Servicer during the preceding calendar year and of its performance under the Servicing Agreement has been made under my supervision, and

(b)   to the best of my knowledge, based on such a review, the Servicer has fulfilled all of its obligations under the Servicing Agreement for the period September 28, 2005 through December 31, 2005, and there have been no known defaults in the fulfillment of such obligations.

/s/ Daniel P. McHugh March 31, 2006

Daniel P. McHugh                 Date

Chief Financial Officer

The Student Loan Corporation, as Servicer

EX-99.2

Exhibit 99.2

[Letterhead of KPMG LLP]

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Student Loan Corporation:

We have examined management’s assertion, included in the accompanying Management Report on The Student Loan Corporation’s Compliance, as Servicer, with the Requirements of the Indenture of Trust and the Servicing Agreement, that The Student Loan Corporation complied with Article XI, Section 11.1 of the Indenture of Trust, dated as of September 28, 2005, between the SLC Student Loan Trust 2005-2, as Issuer, and Wachovia Bank, National Association, as Indenture Trustee, and with the Servicing Agreement, Sections 2 and 3, dated as of September 28, 2005, between The Student Loan Corporation, as Servicer, and SLC Student Loan Trust 2005-2, as Issuer, for the period September 28, 2005 through December 31, 2005. Management is responsible for The Student Loan Corporation’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion regarding The Student Loan Corporation’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence regarding The Student Loan Corporation’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on The Student Loan Corporation’s compliance with specified requirements.

We have been informed that, under The Student Loan Corporation’s interpretation regarding compliance with Article XI, Section 11.1 of the Indenture of Trust, dated as of September 28, 2005, between the SLC Student Loan Trust 2005-2 and Wachovia Bank, National Association, and with the Servicing Agreement, Sections 2 and 3, dated as of September 28, 2005, between The Student Loan Corporation and SLC Student Loan Trust 2005-2, the criteria set forth in Appendix I is suitable for attesting to management’s assertion referred to above.

In our opinion, management’s assertion that The Student Loan Corporation complied with the aforementioned requirements for the period September 28, 2005 through December 31, 2005 is fairly stated, in all material respects, based on the criteria set forth in Appendix I.

This report is intended solely for the information and use of the Board of Directors and management of The Student Loan Corporation, SLC Student Loan Trust 2005-2, and Indenture Trustee, and is not intended to be, and should not be used by anyone other than these specified parties.

/s/ KPMG LLP

New York, New York

March 31, 2006

                         Appendix I

Attestation Procedures

We have been informed that, under The Student Loan Corporation’s (SLC) interpretation regarding compliance with Article XI, Section 11.1 of the Indenture of Trust, dated as of September 28, 2005, between the SLC Student Loan Trust 2005-2 and Wachovia Bank, National Association, and with the Servicing Agreement, Sections 2 and 3, dated as of September 28, 2005, between The Student Loan Corporation and SLC Student Loan Trust 2005-2, the criteria set forth below is suitable for attesting to management’s assertion referred to in our report:

Obtain and read the Indenture of Trust and Servicing Agreements (the “Agreements”).

Obtain written representation from management of The Student Loan Corporation stating that The Student Loan Corporation complied with Article XI, Section 11.1 of the Indenture of Trust, and with the servicing requirements in Sections 2 and 3 of the Servicing Agreement during the period from September 28, 2005 through December 31, 2005.

Obtain and read the Sub-Servicer Certification stating that Citibank USA, National Association, the Subservicer, complied with the Sub-servicing Agreement, dated September 28, 2005, between The Student Loan Corporation, as Servicer, and Citibank USA, National Association, the Sub-servicer, for the period September 28, 2005 through December 31, 2005.

Obtain and read The Student Loan Corporation management’s Annual Servicer’s Certificate to SLC Student Loan Trust 2005-2, stating that The Student Loan Corporation performed, in all material respects, all of its obligations under the Agreements during the period from September 28, 2005 through December 31, 2005, and no default in the performance of such obligations had occurred or was continuing.

Obtain an understanding of Citibank USA, National Association’s subservicer duties related to performing due diligence with respect to borrower delinquencies by performing the following procedures:

·   Obtain electronically, a loan data file from SLC, for which The Student Loan Corporation represented that such loan data file represents education loans held in the SLC Student Loan Trust 2005-2 (collectively the “Trust student loans”) as of December 31, 2005. Select a sample of one Trust student loan from each delinquency status (e.g. identified on the loan data file as DO, D1, D2, D3, D4, D5, D6, D7, D8 and D9) and five Trust student loans identified on the loan data file (“the loan data file”) as in “claim” status, and obtain evidence that the appropriate due diligence procedures are performed.

Obtain an understanding of Citibank USA, National Association’s subservicer duties related to the collection of Trust student loan payments by performing the following procedures:

·   Judgmentally select a sample of five Trust student loans from the loan data file, and obtain copies of payment coupons, check copy, if applicable, the borrower’s payment history summary and payment history detail from SLC’s Diploma Loan Servicing System. Utilizing the aforementioned documentation, recalculate the allocation of monthly collections with respect to the Trust student loans between principal, interest and fees. Compare the recalculated amounts to the collections of principal, interest and fees per the Trust student loan’s payment history summary and payment history detail from SLC’s Diploma Loan Servicing System.

Obtain an understanding of the transmittal of ED Form 799 on a quarterly basis to the U.S. Department of Education by The Student Loan Corporation by performing the following procedure:

·   For the ED Form 799, obtain and inspect the Lender Search Report provided by The Student Loan Corporation evidencing receipt of the ED Form 799 by the U.S. Department of Education for the third and fourth quarters of 2005.

Obtain an understanding of The Student Loan Corporation’s remittance procedures of monthly rebate fees to the U.S. Department of Education by performing the following procedure:

·   Judgmentally select a sample of two monthly rebate fees from the period September 28, 2005 through December 31, 2005, and obtain and inspect proof of remittance to the U.S. Department of Education for each of the respective month’s remittances.

Obtain an understanding of The Student Loan Corporation’s remittance procedures to the Eligible Lender Trustee, including the processing of principal and interest payments by performing the following procedure:

·   Judgmentally select a sample of fifteen daily remittances from the period September 28, 2005 through December 31, 2005, and obtain and inspect proof of remittance to the Eligible Lender Trustee within two business days for each of the respective daily remittances.

Management Report on The Student Loan Corporation’s Compliance, as Servicer, with the Requirements of the Indenture of Trust and the Servicing Agreement

Management of The Student Loan Corporation, as Servicer, is responsible for compliance with Article XI, Section 11.1 of the Indenture of Trust, dated as of September 28, 2005, between the SLC Student Loan Trust 2005-2, as Issuer, and Wachovia Bank, National Association, as Indenture Trustee, and with the Servicing Agreement, Sections 2 and 3, dated as of September 28, 2005, between The Student Loan Corporation, as Servicer, and SLC Student Loan Trust 2005-2, as Issuer, for the period September 28, 2005 through December 31, 2005.

Management has performed an evaluation of The Student Loan Corporation’s compliance with Article XI, Section 11.1 of the Indenture of Trust and with the Servicing Agreement, Sections 2 and 3, for the period September 28, 2005 through December 31, 2005. Based upon this evaluation, management believes that, for the period September 28, 2005 through December 31, 2005, The Student Loan Corporation, as Servicer, was in compliance with Article XI, Section 11.1 of the Indenture of Trust and with the Servicing Agreement, Sections 2 and 3.

/s/ Daniel P. McHugh March 31, 2006

Daniel P. McHugh      Date

Chief Financial Officer

The Student Loan Corporation, as Servicer

EX-99.3

Exhibit 99.3

Annual Administrator’s Certificate

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Asset-Backed Surveillance Group

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: Structured Finance

Moody’s Investors Service Inc.

99 Church Street

New York, New York 10007

Attention: Structured Finance

Wachovia Bank, National Association

401 South Tryon Street

Charlotte, North Carolina 28288

Attention: Structured Finance Trust Services

SLC Student Loan Trust 2005-2

c/o Wilmington Trust Company

Rodney Square North, 1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

As an officer of The Student Loan Corporation, the Administrator of SLC Student Loan Trust 2005-2  

(the Administrator) pursuant to a certain Administration Agreement dated as of September 28, 2005 between the SLC Student Loan Trust 2005-2 and The Student Loan Corporation (the Administration Agreement), I hereby certify that:

(a)   a review of the activities of the Administrator during the preceding calendar year and of its performance under the Administration Agreement has been made under my supervision, and

(b)   to the best of my knowledge, based on such a review, the Administrator has fulfilled all of its obligations under the Administration Agreement for the period September 28, 2005 through December 31, 2005, and there have been no known defaults in the fulfillment of such obligations.

/s/ Daniel P. McHughMarch 31, 2006

Daniel P. McHugh     Date

Chief Financial Officer

The Student Loan Corporation, as Administrator

EX-99.4

Exhibit 99.4

[Letterhead of KPMG LLP]

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Student Loan Corporation:

We have examined management’s assertion, included in the accompanying Management Report on The Student Loan Corporation’s Compliance, as Administrator, with the Requirements of the Administration Agreement, that The Student Loan Corporation complied with Sections 2, 3 and 7 of the Administration Agreement, dated as of September 28, 2005, between the SLC Student Loan Trust 2005-2, as Issuer, and The Student Loan Corporation, as Administrator, for the period September 28, 2005 through December 31, 2005. Management is responsible for The Student Loan Corporation’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion regarding The Student Loan Corporation’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence regarding The Student Loan Corporation’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on The Student Loan Corporation’s compliance with specified requirements.

We have been informed that, under The Student Loan Corporation’s interpretation regarding compliance with the Administration Agreement, Sections 2, 3 and 7, dated as of September 28, 2005, between The Student Loan Corporation and SLC Student Loan Trust 2005-2, the criteria set forth in Appendix I is suitable for attesting to management’s assertion referred to above.

In our opinion, management’s assertion that The Student Loan Corporation complied with the aforementioned requirements for the period September 28, 2005 through December 31, 2005 is fairly stated, in all material respects, based on the criteria set forth in Appendix I.

This report is intended solely for the information and use of the Board of Directors and management of The Student Loan Corporation, SLC Student Loan Trust 2005-2, and Indenture Trustee, and is not intended to be, and should not be used by anyone other than these specified parties.

/s/ KPMG LLP

New York, New York

March 31, 2006

        Appendix I

Attestation Procedures

We have been informed that, under The Student Loan Corporation’s (SLC) interpretation regarding compliance with the Administration Agreement, Sections 2, 3 and 7, dated as of September 28, 2005, between The Student Loan Corporation and SLC Student Loan Trust 2005-2, the criteria set forth below is suitable for attesting to management’s assertion referred to in our report:

Obtain and read the Administration Agreement (the “Agreement”).

Obtain written representation from management of The Student Loan Corporation, stating that The Student Loan Corporation complied with the administration requirements in Sections 2, 3 and 7 of the Administration Agreement during the period from September 28, 2005 through December 31, 2005.

Obtain and read The Student Loan Corporation management’s Annual Administrator’s Certificate to SLC Student Loan Trust 2005-2 stating that The Student Loan Corporation performed, in all material respects, all of its obligations under the Agreement during the period from September 28, 2005 through December 31, 2005, and no default in the performance of such obligations had occurred or was continuing.

Obtain and read the Sub-Administration Certification stating that CMI, the Sub-Administrator, complied with the Sub-Administration Agreement dated September 28, 2005, between The Student Loan Corporation, as Administrator, and CMI, the Sub-Administrator, for the period September 28, 2005 through December 31, 2005.

Obtain an understanding of the transmittal of ED Form 799 on a quarterly basis to the U.S. Department of Education by The Student Loan Corporation by performing the following procedure:

·   For the ED Form 799, obtain and inspect the Lender Search Report provided by The Student Loan Corporation evidencing receipt of the ED Form 799 by the U.S. Department of Education for the third and fourth quarters of 2005.

Obtain an understanding of The Student Loan Corporation’s remittance procedures of monthly rebate fees to the U.S. Department of Education by performing the following procedure:

·   Judgmentally select a sample of two monthly rebate fees from the period September 28, 2005 through December 31, 2005, and obtain and inspect proof of remittance to the U.S. Department of Education for each of the respective month’s remittances.

Obtain an understanding of The Student Loan Corporation’s remittance procedures to the Indenture Trustee, including the processing of principal and interest payments by performing the following procedure:

·   Judgmentally select a sample of fifteen daily remittances from the period September 28, 2005 through December 31, 2005, and obtain and inspect proof of remittance to the Indenture Trustee within two business days for each of the daily remittances selected.

Obtain an understanding of The Student Loan Corporation’s procedures with respect to the Collection Account, Reserve Account and Capitalized Interest Account by performing the following procedure:

·   For the Collection Account, Reserve Account and Capitalized Interest Account, select a sample of two dates in 2005, and obtain and inspect proof of proper deposits and withdrawals related to transactions posted on those specified dates.

Management Report on The Student Loan Corporation’s Compliance, as Administrator,

with the Requirements of the Administration Agreement

Management of The Student Loan Corporation, as Administrator, is responsible for compliance with the Administration Agreement, Sections 2, 3 and 7 dated as of September 28, 2005, between the SLC Student Loan Trust 2005-2, as Issuer, and The Student Loan Corporation, as Administrator, for the period September 28, 2005 through December 31, 2005.

Management has performed an evaluation of The Student Loan Corporation’s compliance with the Administration Agreement, Sections 2, 3 and 7, for the period September 28, 2005 through December 31, 2005. Based upon this evaluation, management believes that, for the period September 28, 2005 through December 31, 2005, The Student Loan Corporation, as Administrator, was in compliance with the Administration Agreement, Sections 2, 3 and 7.

/s/ Daniel P. McHugh March 31, 2006

Daniel P. McHugh           Date

Chief Financial Officer

The Student Loan Corporation, as Administrator