SLC Student Loan Trust 2008-2 Sample Contracts

ELIGIBLE LENDER TRUST AGREEMENT between SLC STUDENT LOAN TRUST 2008-2 as Grantor and CITIBANK, N.A. as Eligible Lender Trustee Dated as of June 26, 2008
Eligible Lender Trust Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

THIS ELIGIBLE LENDER TRUST AGREEMENT is made on June 26, 2008, by and between SLC STUDENT LOAN TRUST 2008-2 (the “Grantor”) and CITIBANK, N.A., as eligible lender trustee (the “Eligible Lender Trustee”).

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SERVICING AGREEMENT among THE STUDENT LOAN CORPORATION, as Servicer and Administrator, and SLC STUDENT LOAN TRUST 2008-2, as Issuer Dated as of June 26, 2008
Servicing Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

The Student Loan Corporation (“SLC” and, in its capacity as servicer, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLC Student Loan Trust 2008-2 (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 June 26, 2008 (the “Administration Agreement”), among the Issuer, SLC Student Loan Receivables I, Inc. (the “Depositor”), the Administrator and the Servicer as follows:

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SLC STUDENT LOAN TRUST 2008-2 AMENDED AND RESTATED TRUST AGREEMENT Dated as of June 26, 2008 Between SLC STUDENT LOAN RECEIVABLES I, INC. as Depositor and
Trust Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities
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SLC STUDENT LOAN TRUST 2008-2 ADMINISTRATION AGREEMENT Dated as of June 26, 2008 Among SLC STUDENT LOAN TRUST 2008-2, as Issuer SLC STUDENT LOAN RECEIVABLES I, INC., as Depositor and THE STUDENT LOAN CORPORATION, as Servicer and Administrator
Administration Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York
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MASTER TERMS PURCHASE AGREEMENT
Master Terms Purchase Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

This Master Terms Purchase Agreement, dated as of June 26, 2008 (“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 June 26, 2008, 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 June 26, 2008, between SLC and the Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to SLC Receivables herein mean the Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.

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SUBSERVICING AGREEMENT
Subservicing Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

This SUBSERVICING AGREEMENT (this “Agreement”) is entered into as of June 26, 2008, by and between Citibank (South Dakota), National Association, a national banking association (the “Subservicer”) and The Student Loan Corporation, a Delaware corporation (the “Servicer”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

This Agreement, the Master Terms Purchase Agreement, to be dated as of June 26, 2008 (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 June 26, 2008 (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 June 26, 2008 (the “Trust Agreement”), between the Owner Trustee and the Depositor, the Administration Agreement, to be dated as of June 26, 2008 (the “Administration Agreement”), among SLC,

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CUSTODY AGREEMENT
Custody Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

This CUSTODY AGREEMENT (this “Agreement”), dated as of June 26, 2008 by and among SLC Student Loan Trust 2008-2 (the “Issuer”), Citibank, N.A., as eligible lender trustee on behalf of the Issuer (the “Eligible Lender Trustee”), U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), The Student Loan Corporation, as servicer (the “Servicer”) and Citibank (South Dakota), National Association, a national banking association (the “Custodian” and, together with the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Servicer, the “Parties”).

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MASTER TERMS SALE AGREEMENT
Master Terms Sale Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities • New York

This Master Terms Sale Agreement, dated as of June 26, 2008 (“Master Terms Sale Agreement”), among SLC Student Loan Receivables I, Inc. (in such capacity, the “Seller”), SLC Student Loan Trust 2008-2 (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 June 26, 2008, 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 June 26, 2008, 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.

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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 2nd, 2008 • SLC Student Loan Trust 2008-2 • Asset-backed securities

This Sub-Administration Agreement (the “Agreement”) is made as of the 26th day of June 2008 between CitiMortgage, Inc., having a place of business at 1000 Technology Drive, O’Fallon, Missouri 63368-2240 (the “Sub-Administrator”), and The Student Loan Corporation, a Delaware corporation having a place of business at 99 Garnsey Road, Pittsford, New York 14534 (the “Administrator”).

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