10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number of issuing entity: 333-164557-01

Commission file number of depositor: 333-164557

SLC STUDENT LOAN TRUST 2010-1

(Exact name of issuing entity as specified in its charter)

SLC STUDENT LOAN RECEIVABLES I, INC.

(Exact name of depositor as specified in its charter)

THE STUDENT LOAN CORPORATION

(Exact name of sponsor as specified in its charter)

Delaware	04-3598719
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4000 Regent Boulevard C2B-260 Irving, Texas	75063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (469) 220-4928

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  ¨    No  x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

REGISTRANT HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of December 31, 2011.

NOT APPLICABLE.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders).

NOT APPLICABLE.

PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 1. Business.

Item 1A. Risk Factors.

Item 2. Properties.

Item 3. Legal Proceedings.

Item 1B. Unresolved Staff Comments.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

The following substitute information is provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets.

No single obligor represents 10% or more of the asset pool held by SLC Student Loan Trust 2010-1 (the “Trust”).

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.

No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Trust or payments on the notes (the “Notes”) or the certificate (the “Certificate”) issued by the Trust.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

No entity or group of affiliated entities provides any external derivative instruments to either payment on the pool assets held by the Trust or payments on the Notes or the Certificate.

Item 1117 of Regulation AB. Legal Proceedings.

There are no legal proceedings that would be material to investors that are pending against the depositor, the issuing entity, Citibank, N.A. or, to the knowledge of the registrant, the sponsor, U.S. Bank National Association, or Sallie Mae, Inc., as subservicer, nor does the registrant know of any such proceeding contemplated by any governmental authorities.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

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

Item 6. Selected Financial Data.

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

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

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Nothing to report.

PART III

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

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

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

The following substitute information is provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

The reports required by Item 1122(a) and (b) of, or relating to, all parties determined by the registrant to be participating in the servicing function with respect to the issuing entity are attached to this Form 10-K as Exhibits 33.1, 33.2, 33.3, 33.4, 34.1, 34.2, 34.3 and 34.4.

Item 1123 of Regulation AB. Servicing Compliance Statement.

The statements required by Item 1123 are attached to this Form 10-K as Exhibits 35.1, 35.2 and 35.3.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

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

1. Not applicable.

2. Not applicable.

3. See Item 15(b) below.

(b) Exhibits Required by Item 601 of Regulation S-K.

Exhibit Number	Description
4.1	Indenture, dated as of July 6, 2010, among SLC Student Loan Trust 2010-1 (the “Trust”), Citibank, N.A., as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”) and as indenture administrator (in such capacity, the “Indenture Administrator”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
4.3	Amended and Restated Trust Agreement, dated as of July 6, 2010, between SLC Student Loan Receivables I, Inc. (the “Depositor”) and Wilmington Trust Company, as owner trustee, incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
4.4	Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Depositor and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
4.5	Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Trust and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.5 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
10	Incorporated by reference as Exhibit 4.
31*	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
33.1*	Management Assertion on Compliance with Applicable Servicing Criteria, dated March 19, 2012, of The Student Loan Corporation, as Servicer and Administrator.
33.2*	Management Assessment of Compliance with Applicable Servicing Criteria, dated March 16, 2012, of Citibank, N.A., as Custodian and Sub-subservicer.
33.3*	Management Assertion of Compliance with Applicable Servicing Criteria, dated February 28, 2012, of Citibank, N.A., as Indenture Administrator.
33.4*	Assertion on Compliance with Regulation AB Criteria, dated March 23, 2012, of Sallie Mae, Inc., as Subservicer.
34.1*	Report of Independent Registered Public Accounting Firm, dated March 19, 2012, of Deloitte & Touche LLP, relating to Exhibit 33.1.
34.2*	Report of Independent Registered Public Accounting Firm, dated March 16, 2012, of KPMG LLP, relating to Exhibit 33.2.
34.3*	Report of Independent Registered Public Accounting Firm, dated February 28, 2012, of KPMG LLP, relating to Exhibit 33.3.
34.4*	Report of Independent Registered Public Accounting Firm, dated March 23, 2012, of Pricewaterhouse Coopers LLP relating to Exhibit 33.4.
35.1*	Servicer Compliance Statement, dated March 19, 2012, of The Student Loan Corporation, as Servicer.
35.2*	Servicer Compliance Statement, dated March 23, 2012, of Citibank, N.A., as Sub-subservicer.

35.3*	Servicer Compliance Statement, dated March 23, 2012, of Sallie Mae, Inc., as Subservicer.
99.1	Master Terms Purchase Agreement, dated as of July 6, 2010, between The Student Loan Corporation, as seller, the Depositor, as purchaser, and the Eligible Lender Trustee on behalf of the Student Loan Corporation and the Depositor, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.2	Master Terms Sale Agreement, dated as of July 6, 2010, between the Depositor, as seller, the Trust, as purchaser, and the Eligible Lender Trustee on behalf of the Depositor and the Trust, incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.3	Servicing Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as servicer (in such capacity, the “Servicer”), incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.4	Subservicing Agreement, dated as of July 6, 2010, between the Servicer and Citibank (South Dakota), National Association, as subservicer (the “Subservicer”), incorporated by reference to Exhibit 99.4 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.5	Administration Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as administrator (in such capacity, the “Administrator”), incorporated by reference to Exhibit 99.5 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.6	Custody Agreement, dated as of July 6, 2010, among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Citibank (South Dakota), National Association, as custodian, incorporated by reference to Exhibit 99.6 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.7	SLC Student Loan Trust 2010-1 Subservicing Agreement, dated as of December 31, 2010, between the Servicer and Sallie Mae, Inc., and as acknowledged and agreed to by the Subservicer, the Indenture Trustee, the Administrator, the Depositor, the Eligible Lender Trustee and the Indenture Administrator, incorporated by reference to Exhibit 10 of the Current Report on Form 8-K filed by the Trust on January 5, 2011 (File No. 333-164557-01)

* Filed herewith

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, thereunto duly authorized.

	SLC STUDENT LOAN RECEIVABLES I, INC.
Dated: March 23, 2012	By:	/s/ Calvin C. Balliet
		Name:	Calvin C. Balliet
		Title:	Chairman of the Board
		(senior officer in charge of securitization of the depositor)

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

No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Indenture, dated as of July 6, 2010, among SLC Student Loan Trust 2010-1 (the “Trust”), Citibank, N.A., as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”) and as indenture administrator (in such capacity, the “Indenture Administrator”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
4.3	Amended and Restated Trust Agreement, dated as of July 6, 2010, between SLC Student Loan Receivables I, Inc. (the “Depositor”) and Wilmington Trust Company, as owner trustee, incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
4.4	Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Depositor and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
4.5	Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Trust and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.5 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
10	Incorporated by reference as Exhibit 4.
31*	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
33.1*	Management Assertion on Compliance with Applicable Servicing Criteria, dated March 19, 2012, of The Student Loan Corporation, as Servicer and Administrator.
33.2*	Management Assessment of Compliance with Applicable Servicing Criteria, dated March 16, 2012, of Citibank, N.A., as Custodian and Sub-subservicer.
33.3*	Management Assertion of Compliance with Applicable Servicing Criteria, dated February 28, 2012, of Citibank, N.A., as Indenture Administrator.
33.4*	Assertion on Compliance with Regulation AB Criteria, dated March 23, 2012, of Sallie Mae, Inc., as Subservicer.
34.1*	Report of Independent Registered Public Accounting Firm, dated March 19, 2012, of Deloitte & Touche LLP, relating to Exhibit 33.1.
34.2*	Report of Independent Registered Public Accounting Firm, dated March 16, 2012, of KPMG LLP, relating to Exhibit 33.2.

34.3*	Report of Independent Registered Public Accounting Firm, dated February 28, 2012, of KPMG LLP, relating to Exhibit 33.3.
34.4*	Report of Independent Registered Public Accounting Firm, dated March 23, 2012, of Pricewaterhouse Coopers LLP relating to Exhibit 33.4.
35.1*	Servicer Compliance Statement, dated March 19, 2012, of The Student Loan Corporation, as Servicer.
35.2*	Servicer Compliance Statement, dated March 23, 2012, of Citibank, N.A., as Sub-subservicer.
35.3*	Servicer Compliance Statement, dated March 23, 2012, of Sallie Mae, Inc., as Subservicer.
99.1	Master Terms Purchase Agreement, dated as of July 6, 2010, between The Student Loan Corporation, as seller, the Depositor, as purchaser, and the Eligible Lender Trustee on behalf of the Student Loan Corporation and the Depositor, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.2	Master Terms Sale Agreement, dated as of July 6, 2010, between the Depositor, as seller, the Trust, as purchaser, and the Eligible Lender Trustee on behalf of the Depositor and the Trust, incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.3	Servicing Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as servicer (in such capacity, the “Servicer”), incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.4	Subservicing Agreement, dated as of July 6, 2010, between the Servicer and Citibank (South Dakota), National Association, as subservicer (the “Subservicer”), incorporated by reference to Exhibit 99.4 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.5	Administration Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as administrator (in such capacity, the “Administrator”), incorporated by reference to Exhibit 99.5 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.6	Custody Agreement, dated as of July 6, 2010, among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Citibank (South Dakota), National Association, as custodian, incorporated by reference to Exhibit 99.6 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
99.7	SLC Student Loan Trust 2010-1 Subservicing Agreement, dated as of December 31, 2010, between the Servicer and Sallie Mae, Inc., and as acknowledged and agreed to by the Subservicer, the Indenture Trustee, the Administrator, the Depositor, the Eligible Lender Trustee and the Indenture Administrator, incorporated by reference to Exhibit 10 of the Current Report on Form 8-K filed by the Trust on January 5, 2011 (File No. 333-164557-01)

* Filed herewith

EX-31

Exhibit 31

CERTIFICATION

I, Calvin C. Balliet, certify that:

1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of SLC Student Loan Trust 2010-1 (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do 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 with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Student Loan Corporation, as servicer, Sallie Mae, Inc., as subservicer, U.S. Bank, National Association, as indenture trustee, and Wilmington Trust Company, as owner trustee.

Date: March 23, 2012

By:	/s/ Calvin C. Balliet
Name:	Calvin C. Balliet
Title:	Chairman of the Board
	(senior officer in charge of securitization of the depositor)
	SLC Student Loan Receivables I, Inc.

EX-33.1

Exhibit 33.1

Management Assertion on

Compliance with Applicable Servicing Criteria

The Board of Directors and Management

The Student Loan Corporation:

Management of The Student Loan Corporation (the Company) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of all asset-backed securities transactions involving student loans for which the Company acted as the servicer as of and for the year ended December 31, 2011. Appendix A identifies the individual asset-backed transactions and securities defined by management as constituting the Platform and provides the applicable periods for which the servicing criteria were the responsibility of the Company.

The Company’s management has assessed the Company’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2011. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

The criteria listed in the Section titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Company based on the activities it performs with respect to the Platform.

Based on such assessment, management believes that, as of and for the year ended December 31, 2011, the Company has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2011 as set forth in this assertion, including the appendices.

The Student Loan Corporation

/s/ Joseph Guage

Joseph Guage

Vice President and Chief Financial Officer

March 19, 2012

Appendix A

The asset-backed securities transactions listed below constitute the Platform as of and for the year ended December 31, 2011.

•    SLC Student Loan Trust 2004-1	•    SLC Student Loan Trust 2007-2
•    SLC Student Loan Trust 2005-1	•    SLC Student Loan Trust 2008-1
•    SLC Student Loan Trust 2005-2	•    SLC Student Loan Trust 2008-2
•    SLC Student Loan Trust 2005-3	•    SLC Student Loan Trust 2009-1
•    SLC Student Loan Trust 2006-1	•    SLC Student Loan Trust 2009-2
•    SLC Student Loan Trust 2006-2	•    SLC Student Loan Trust 2009-3
•    SLC Private Student Loan Trust 2006-A	•    SLC Student Loan Trust 2010-1
•    SLC Student Loan Trust 2007-1

The Company’s assessment of compliance with the applicable servicing criteria set forth in Section 1122 of Regulation AB of the Securities and Exchange Commission covers the periods defined in the table below:

		2004-1, 2005-1, 2005-2, 2005-3, 2006-1, 2006-2, 2007-1, 2007-2, 2008-1, 2008-2, 2009-1, 2009-2, 2009-3, 2010-1	2006-A
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 transaction agreements.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011
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.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011
Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets 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 transaction agreements.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. 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.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011

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 transaction agreements; (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 transaction agreements.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (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 pool assets serviced by the Servicer.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011
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.	January 1, 2011 to April 30, 2011	January 1, 2011 to December 31, 2011
Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011

1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset 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 transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011
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 transaction agreements.	January 1, 2011 to October 7, 2011	January 1, 2011 to December 31, 2011

Inapplicable Servicing Criteria

•    1122(d)(1)(iii)	•    1122(d)(4)(viii)
•    1122(d)(1)(iv)	•    1122(d)(4)(ix)
•    1122(d)(2)(ii)	•    1122(d)(4)(x)
•    1122(d)(2)(vi)	•    1122(d)(4)(xi)
•    1122(d)(4)(ii)	•    1122(d)(4)(xii)
•    1122(d)(4)(v)	•    1122(d)(4)(xiii)
•    1122(d)(4)(vi)	•    1122(d)(4)(xiv)
•    1122(d)(4)(vii)

EX-33.2

Exhibit 33.2

Citibank, N.A.

World Headquarters Financial Center

399 Park Avenue

New York, New York 10022

Management Assessment of Compliance with Applicable Servicing Criteria

Management of Citibank, N.A. (the Company) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the asset-backed securities transactions involving student loans for which the Company acted as the servicer (the Platform) for the applicable servicing criteria and periods defined in Appendix I.

The Company’s management has assessed the Company’s compliance with the applicable servicing criteria as of and for the periods ended as defined in Appendix I. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

For a certain asset-backed security transaction within the platform, with respect to servicing criteria 1122(d)(2)(ii) and 1122(d)(3)(ii) (related only to amounts due to investors are remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreement), management has engaged a vendor to perform the activities required by these servicing criteria. The Company’s management has determined that the vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with the servicing criteria applicable to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). Management has policies and procedures in place designed to provide reasonable assurance that the vendor activities comply in all material respects with the servicing criteria applicable to the vendor. The Company’s management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria.

Based on such assessment, management believes that, as of and for the periods ended as defined in Appendix I, the Company has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria as of and for the periods ended as defined in Appendix I.

March 16, 2012

Citibank, N.A.

/s/ Francis Genesi	/s/ Calvin Balliet
Francis Genesi	Calvin Balliet
Chief Financial Officer-Citi Holdings	Managing Director

Appendix I

The following trusts make up the servicing platform that management of Citibank, N.A. (CBNA) has determined the servicing criteria in Item 1122(d) of Regulation AB are applicable as of and for the respective periods as follows:

Platform/Trust Applicable	Trust Owner	Period Start Date	As of and Period End Date	Applicable Servicing  Criteria
SLC Student Loan Trust 2004-1	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2005-1	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2005-2	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2005-3	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2006-1	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2006-2	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2006-A	Discover	1/1/2011	12/31/2011	1
SLC Student Loan Trust 2007-1	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2007-2	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2008-1	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2008-2	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2009-1	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2009-2	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2009-3	Sallie Mae	1/1/2011	10/8/2011	1
SLC Student Loan Trust 2009-A	Citibank, N.A.	1/1/2011	12/31/2011	2
SLC Student Loan Trust 2010-A	Discover	1/1/2011	12/31/2011	1
SLC Student Loan Trust 2010-B	Discover	1/1/2011	12/31/2011	1
SLC Student Loan Trust 2010-1	Citibank, N.A.	1/1/2011	7/31/2011	3
SLC Student Loan Trust 2010-1	Sallie Mae	8/1/2011	10/8/2011	1

1. For the period January 1, 2011—October 8, 2011, Citibank, N.A. was servicer of these student loan trusts for the servicing criteria set forth in Item 1122(d), in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i)-1122(d)(2)(vii), 1122(d)(3)(i)-1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(v), and 1122(d)(4)(x)-1122(d)(4)(xiii), which management has determined are not applicable to the activities the Company performs. Effective October 8, 2011, servicing of such student loan trusts transferred to Sallie Mae.

2. Applicable servicing criteria include all of the servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(2)(i),1122(d)(2)(iii)- 1122(d)(2)(vii), 1122(d)(3)(i), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(v), and 1122(d)(4)(x)-1122(d)(4)(xiii), which management has determined are not applicable to the activities the Company performs. For criteria 1122(d)(2)(ii) and 1122(d)(3)(ii) (related only to amounts due to investors are remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreement), the Company has engaged a vendor to perform the activities required by these servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations.

3. On July 31, 2011 CBNA entered into an agreement with Sallie Mae, whereby, effective August 1, 2011, CBNA sold the SLC Student Loan Trust 2010-1. The deal closed on August 1, 2011. At this date, Sallie Mae became the owner of the aforementioned trust. CBNA remained the servicer of the trust through October 8, 2011, at which time Sallie Mae become the trust servicer. Applicable servicing criteria include all of the servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(2)(i)-1122(d)(2)(vii), 1122(d)(3)(i)-1122(d)(3)(iv), 1122 (d)(4)(v), and 1122(d)(4)(x)-1122(d)(4)(xiii), which management has determined are not applicable to the activities the Company performs.

EX-33.3

Exhibit 33.3

MANAGEMENT’S ASSERTION OF COMPLIANCE

Management of the Agency and Trust division of Citibank, N.A. (or “Company”) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.

Management has determined that the servicing criteria in Item 1122(d) of Regulation AB are applicable in regard to the servicing platform for the period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backed securities issued on or after January 1, 2006, for which the Company provides trustee and paying agent services (the “Platform”)

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”).

Period: Twelve months ended December 31, 2011 (the “Period”).

With respect to the Platform as of and for the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:

• The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

• The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

• Based on such assessment, the Company has complied, in all material respects, with the Applicable Servicing Criteria.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.

CITIBANK, N.A.
By:	/s/ Karen Montbach
Its:	Managing Director

Dated: February 28, 2012

EX-33.4

Exhibit 33.4

Assertion on Compliance with Regulation AB Criteria

Sallie Mae, Inc., (the “Asserting Party”), a direct wholly-owned subsidiary of SLM Corporation, as Administrator and Servicer for Citibank N.A. Student Loan Corporation Trusts¹ (“Citibank Trusts”), is responsible for assessing compliance, as of December 31, 2011 and for the period January 1 through December 31, 2011 (the “Reporting Period”), with the servicing criteria set forth in Item 1122(d) of Regulation AB, to the extent required by the related transaction agreements as to the Citibank Trusts, except as set forth in the column title “Not Applicable to Platform” in Appendix A attached hereto. The transactions covered by this report include all asset-backed securities transactions completed by the Asserting Party that were outstanding during the Reporting Period (the “Platform”) as listed in Appendix B. With respect to Items 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122 (d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), the Asserting Party has concluded that such criteria are not applicable to the activities the Asserting Party performs with respect to the Platform. Such servicing criteria, after giving effect to the exclusions identified herein and as identified in Appendix A hereto, are the “Applicable Servicing Criteria” related to the Asserting Party.

The Asserting Party has assessed compliance with the Applicable Servicing Criteria and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2011 and for the Reporting Period with respect to the Platform as a whole.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2011 and for the Reporting Period as set forth in this assertion.

Sallie Mae, Inc.,

as Subservicer for the Platform

/s/ Jonathan C. Clark

Jonathan C. Clark

Executive Vice President and Chief Financial Officer

Sallie Mae, Inc.

March 23, 2012

¹  SLC Student Loan Trust 2004-1, SLC Student Loan Trust 2005-1, SLC Student Loan Trust 2005-2, SLC Student Loan Trust 2005-3, SLC Student Loan Trust 2006-1, SLC Student Loan Trust 2006-2, SLC Student Loan Trust 2007-1, SLC Student Loan Trust 2007-2, SLC Student Loan Trust 2008-1, SLC Student Loan Trust 2008-2, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2009-2, SLC Student Loan Trust 2009-3, and SLC Student Loan Trust 2010-1 (collectively, the “Citibank Trusts”).

Appendix A

Regulation AB Reference	Servicing Criteria	Applicable to the Platform2		Not Applicable to the Platform
	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 transaction 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 transaction documents to maintain a back-up servicer for the trust student loans are maintained.				X
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 transaction documents.		X

²  For the period January 1, 2011 - October 7, 2011, Citibank, N.A. was responsible for the servicing criteria set forth in Item 1122(d) for the Citibank Trusts, except for the following criteria: 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(i) - 1122(d)(3)(iv), 1122(d)(4)(x) - 1122(d)(4)(xiii), which were not applicable to the platform. Effective May 1, 2011, Sallie Mae, Inc. assumed responsibility for the following servicing criteria: 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vii), 1123 (d)(3)(i), 1123(d)(3)(ii), 1123(d)(3)(iii), and 1123 (d)(3)(iv). Effective October 8, 2011, Sallie Mae, Inc. assumed responsibility for the remaining applicable servicing criteria for the Citibank Trusts.

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 transaction 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 transaction documents.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction 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 transaction 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 transaction 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 transaction documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction documents; (B) provide information calculated in accordance with the terms specified in the transaction 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 transaction 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 transaction 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 transaction documents or related student loan documents.	X
1122(d)(4)(ii)	Student loan and related documents are safeguarded as required by the transaction 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 transaction 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 transaction 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 transaction 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 transaction documents.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the transaction documents. Such records are maintained on at least a monthly basis, or such other period specified in the transaction 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 transaction 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 transaction 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 transaction 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 transaction documents.		X

1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction 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 transaction documents.	X

Appendix B

Trust Name:	Date of Issuance:
SLM Student Loan Trust 2006-1	January 26, 2006
SLM Student Loan Trust 2006-2	February 23, 2006
SLM Student Loan Trust 2006-3	March 9, 2006
SLM Student Loan Trust 2006-4	April 20, 2006
SLM Student Loan Trust 2006-5	June 21, 2006
SLM Student Loan Trust 2006-6	July 20, 2006
SLM Student Loan Trust 2006-7	August 10, 2006
SLM Student Loan Trust 2006-8	September 14, 2006
SLM Student Loan Trust 2006-9	October 12, 2006
SLM Student Loan Trust 2006-10	November 30, 2006
SLM Private Credit Student Loan Trust 2006-A	April 6, 2006
SLM Private Credit Student Loan Trust 2006-B	June 8, 2006
SLM Private Credit Student Loan Trust 2006-C	September 28, 2006
SLM Student Loan Trust 2007-1	January 25, 2007
SLM Student Loan Trust 2007-2	February 22, 2007
SLM Student Loan Trust 2007-3	March 15, 2007
SLM Student Loan Trust 2007-4	April 5, 2007
SLM Student Loan Trust 2007-5	July 19, 2007
SLM Student Loan Trust 2007-6	October 23, 2007
SLM Student Loan Trust 2007-7	November 8, 2007
SLM Student Loan Trust 2007-8	December 6, 2007
SLM Private Credit Student Loan Trust 2007-A	March 29, 2007
SLM Student Loan Trust 2008-1	January 17, 2008
SLM Student Loan Trust 2008-2	February 7, 2008
SLM Student Loan Trust 2008-3	February 28, 2008
SLM Student Loan Trust 2008-4	April 17, 2008
Nelnet Student Loan Trust 2008-3	April 24, 2008
SLM Student Loan Trust 2008-5	April 30, 2008
SLM Student Loan Trust 2008-6	June 12, 2008
SLM Student Loan Trust 2008-7	July 2, 2008
SLM Student Loan Trust 2008-8	August 5, 2008
SLM Student Loan Trust 2008-9	August 28, 2008
SLM Student Loan Trust 2009-1	April 9, 2009
SLM Student Loan Trust 2009-2	April 21, 2009
SLM Student Loan Trust 2010-1	April 15, 2010
SLM Student Loan Trust 2010-2	August 26, 2010
SLM Student Loan Trust 2011-1	March 3, 2011
SLM Student Loan Trust 2011-2	May 26, 2011
SLM Student Loan Trust 2011-3	November 18, 2011
SLC Student Loan Trust 2004-1	November 23, 2004

SLC Student Loan Trust 2005-1	June 15, 2005
SLC Student Loan Trust 2005-2	September 28, 2005
SLC Student Loan Trust 2005-3	December 15, 2005
SLC Student Loan Trust 2006-1	June 28, 2006
SLC Student Loan Trust 2006-2	September 19, 2006
SLC Student Loan Trust 2007-1	June 26, 2007
SLC Student Loan Trust 2007-2	November 27, 2007
SLC Student Loan Trust 2008-1	March 28, 2008
SLC Student Loan Trust 2008-2	June 26, 2008
SLC Student Loan Trust 2009-1	February 13, 2009
SLC Student Loan Trust 2009-2	July 23, 2009
SLC Student Loan Trust 2009-3	December 22, 2009
SLC Student Loan Trust 2010-1	July 6, 2010

EX-34.1

Exhibit 34.1

Deloitte & Touche LLP

111 S. Wacker Drive

Chicago, IL 60606-4301

USA

Tel: +1 312 486 1000

Fax: +1 312 486 1486

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Student Loan Corporation

Pittsford, NY

We have examined management’s assertion, included in the accompanying Management’s Assertion on Compliance with Applicable Servicing Criteria, that The Student Loan Corporation (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transaction involving student loans for which the Company acted as servicer (the “Platform”) as of and for the periods defined in Appendix A to management’s assertion, excluding criteria 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(vi), 1122(d)(4)(ii), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xiv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Appendix A to management’s assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States), and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the periods defined in Appendix A to management’s assertion, for the Platform is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP

Chicago, IL

March 19, 2012

Member of

Deloitte Touche Tohmatsu

EX-34.2

Exhibit 34.2

Report of Independent Registered Public Accounting Firm

Board of Directors

Citibank, N.A.:

We have examined management’s assessment, included in the accompanying Management Assessment of Compliance with Applicable Servicing Criteria (Management’s Assessment), that Citibank, N.A. (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions involving student loans for which the Company acted as servicer (the Platform), for the applicable servicing criteria and periods defined in Appendix I to Management’s Assessment. Appendix I to Management’s Assessment identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’s compliance based on our examination.

As described in Management’s Assessment, for a certain asset-backed security transaction within the Platform, servicing criteria 1122(d)(2)(ii) and 1122(d)(3)(ii) (related only to amounts due to investors are remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreement), the Company has engaged a vendor to perform the activities required by these servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described in Management’s Assessment, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

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 about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(2)(ii) and 1122(d)(3)(ii) (related only to amounts due to investors are remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreement), for which compliance is determined based on Interpretation 17.06 as described above, as of and for the periods ended as defined in Appendix I to Management’s Assessment, is fairly stated, in all material respects.

/s/ KPMG LLP

Buffalo, New York

March 16, 2012

EX-34.3

Exhibit 34.3

Report of Independent Registered Public Accounting Firm

The Board of Directors

Citibank, N.A.:

We have examined management’s assertion, included in the accompanying Management’s Assertion of Compliance, that the Agency and Trust division of Citibank, N.A. (or “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backed securities issued on or after January 1, 2006 for which the Company provides trustee and paying agent services (the “Platform”), except for servicing criteria 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2011. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’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 about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended December 31, 2011 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2012

EX-34.4

Exhibit 34.4

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

SLM Corporation:

We have examined management’s assertion, included in the accompanying Assertion on Compliance with Regulation AB Criteria, dated March 23, 2012, that Sallie Mae, Inc. (the “Corporation”), a direct wholly owned subsidiary of SLM Corporation, as Administrator and Servicer for Citibank N.A. SLC Student Loan Trusts (“Citibank Trusts”) as detailed in management’s assertion, complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the SLM Regulation AB Student Loan Platform (the “Platform”), as of and for the year ended December 31, 2011, and for the periods defined in Appendix A of management’s assertion for which the Corporation acted as servicer, excluding criteria 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122 (d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), which the Corporation has determined are not applicable to the servicing activities performed by it with respect to the Citibank Trusts, as indicated in Appendix A of management’s assertion. Appendix B to management’s assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Corporation’s compliance with the servicing criteria. Our responsibility is to express an opinion on the management’s assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Corporation’s compliance with the applicable considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Corporation processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Corporation during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Corporation during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Corporation’s compliance with the servicing criteria

In our opinion, management’s assertion that the Corporation complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2011 for the SLM Regulation AB Student Loan Platform is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

March 23, 2012

PricewaterhouseCoopers LLP, 1800 Tysons Boulevard, McLean, VA 22102

T: (703) 918 3000, F: (703) 918 3200

EX-35.1

Exhibit 35.1

1123 – Servicer Compliance Statement

I, Joseph Guage, Vice President and Chief Financial Officer of The Student Loan Corporation (“SLC”), the servicer under the servicing agreement and the administrator under the administration agreement each among SLC, SLC Student Loan Receivables I, Inc. and certain others (together, the “servicing agreements”) relating to SLC Student Loan Trust 2004-1, SLC Student Loan Trust 2005-1, SLC Student Loan Trust 2005-2, SLC Student Loan Trust 2005-3, SLC Student Loan Trust 2006-1, SLC Student Loan Trust 2006-2, SLC Private Student Loan Trust 2006-A, SLC Student Loan Trust 2007-1, SLC Student Loan Trust 2007-2, SLC Student Loan Trust 2008-1, SLC Student Loan Trust 2008-2, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2009-2, SLC Student Loan Trust 2009-3 and SLC Student Loan Trust 2010-1, (each, a publicly issued “trust”), certify that:

(a) A review of SLC’s activities as of and for the year ended December 31, 2011 (the “Reporting Period”) and of SLC’s performance under the servicing agreement for each trust has been made under my supervision.

(b) To the best of my knowledge, based on such review, SLC has fulfilled all of its obligations under the servicing agreement related to each trust in all material respects as of and for the year ended December 31, 2011.

March 19, 2012

By:	/s/ Joseph Guage
Name:	Joseph Guage
Title:	VP and Chief Financial Officer

EX-35.2

Exhibit 35.2

1123 – Servicer Compliance Statement

I, Calvin C. Balliet, Managing Director of Citibank, N.A.(“Citibank”), the subservicer under the subservicing agreements among Citibank, The Student Loan Corporation or Sallie Mae, Inc., as applicable, and certain others (each, a “servicing agreement”), relating to SLC Student Loan Trust 2004-1, SLC Student Loan Trust 2005-1, SLC Student Loan Trust 2005-2, SLC Student Loan Trust 2005-3, SLC Student Loan Trust 2006-1, SLC Student Loan Trust 2006-2, SLC Private Student Loan Trust 2006-A, SLC Student Loan Trust 2007-1, SLC Student Loan Trust 2007-2, SLC Student Loan Trust 2008-1, SLC Student Loan Trust 2008-2, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2009-2, SLC Student Loan Trust 2009-3, and SLC Private Student Loan Trust 2009-A, SLC Private Student Loan Trust 2010-A, SLC Private Student Loan Trust 2010-B and SLC Student Loan Trust 2010-1 (each, a “trust”), certify that:

(a) A review of Citibank’s activities as of and for the year ended December 31, 2011 and of Citibank’s performance under the servicing agreement related to each trust has been made under my supervision.

(b) To the best of my knowledge, based on such review, Citibank has fulfilled all of its obligations under the servicing agreement related to each trust in all material respects as of and for the year ended December 31, 2011.

March 23, 2012

By:	/s/ Calvin C. Balliet
	Name: Calvin C. Balliet
	Title: Managing Director

EX-35.3

Exhibit 35.3

Servicer Compliance Statement

The undersigned, a duly authorized officer of Sallie Mae, Inc., the Administrator and Servicer for Citibank N.A. Student Loan Corporation Trusts¹ (the “Trusts”), does hereby certify that:

(a) This certificate is delivered pursuant to Item 1123 of Regulation AB.

(b) A review of the servicing activities of the Servicer and the Administrator as of December 31, 2011 and for the period January 1, 2011 through December 31, 2011² (the “Reporting Period”) and their performance under the applicable servicing and administration agreements for each of the Trusts has been made under my supervision; and

(c) To the best of my knowledge, based on such review, the Servicer has fulfilled all of their obligations under the Servicing Agreement for the Trust in all material respects through the Reporting Period.

March 23, 2012

/s/ Jonathan C. Clark

Jonathan C. Clark

Executive Vice President and Chief Financial Officer

Sallie Mae, Inc.

¹  SLC Student Loan Trust 2004-1, SLC Student Loan Trust 2005-1, SLC Student Loan Trust 2005-2, SLC Student Loan Trust 2005-3, SLC Student Loan Trust 2006-1, SLC Student Loan Trust 2006-2, SLC Student Loan Trust 2007-1, SLC Student Loan Trust 2007-2, SLC Student Loan Trust 2008-1, SLC Student Loan Trust 2008-2, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2009-2, SLC Student Loan Trust 2009-3, and SLC Student Loan Trust 2010-1 (collectively, the “Citibank Trusts”).

²  For the period January 1, 2011 - October 7, 2011, Citibank, N.A. was responsible for the servicing criteria set forth in Item 1122(d) for the Citibank Trusts, , except for the following criteria: 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(i) - 1122(d)(3)(iv), 1122(d)(4)(x) - 1122(d)(4)(xiii), which were not applicable to the platform. Effective May 1, 2011, Sallie Mae, Inc. assumed responsibility for the following servicing criteria: 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vii), 1123 (d)(3)(i), 1123(d)(3)(ii), 1123(d)(3)(iii), and 1123 (d)(3)(iv). Effective October 8, 2011, Sallie Mae, Inc. assumed responsibility for the remaining applicable servicing criteria for the Citibank Trusts.