Exhibit 4.3

                         SLC STUDENT LOAN TRUST 200__-__


                  FORM OF AMENDED AND RESTATED TRUST AGREEMENT


                            Dated as of ______, 200__


                                      Among


                      SLC STUDENT LOANS RECEIVABLES I, INC.
                                   as Depositor
                                       and


                             ________________________
                                 as Owner Trustee


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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II

                                  ORGANIZATION

Section 2.01  General........................................................1
Section 2.02  Office.........................................................2
Section 2.03  Purposes and Powers............................................2
Section 2.04  Appointment of the Owner Trustee...............................3
Section 2.05  Declaration of Trust...........................................3
Section 2.06  Situs of Trust.................................................3


                                   ARTICLE III

                   TRUST CERTIFICATES AND TRANSFER OF INTEREST

Section 3.01  Issuance of Trust Certificate..................................3
Section 3.02  Registration and Transfer of Certificates......................3
Section 3.03  Lost, Stolen, Mutilated or Destroyed Certificates..............4
Section 3.04  Limitation on Transfer of Ownership Rights.....................4
Section 3.05  Assignment of Right to Distributions...........................4
Section 3.06  Transfer.......................................................5
Section 3.07  Federal Income Tax Allocations.................................5


                                   ARTICLE IV

                              CONCERNING THE OWNERS

Section 4.01  Action by Owners with Respect to Certain Matters...............5
Section 4.02  Tax Treatment, Tax Elections and Other Tax Matters.............9
Section 4.03  Representations and Warranties of the Depositor................9
Section 4.04  No Contrary Actions...........................................10


                                    ARTICLE V

                    INVESTMENT AND APPLICATION OF TRUST FUNDS

Section 5.01  Investment of Trust Funds.....................................10


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Section 5.02  Application of Funds..........................................10
Section 5.03  Method of Payment.............................................11
Section 5.04  No Segregation of Moneys; No Interest.........................11


                                   ARTICLE VI

                       AUTHORITY AND DUTIES OF THE TRUSTEE

Section 6.01  General Authority.............................................11
Section 6.02  Specific Authority............................................11
Section 6.03  General Duties................................................11
Section 6.04  Accounting and Reports to the Owners, the Internal Revenue
               Service and Others...........................................12
Section 6.05  Signature of Returns..........................................12
Section 6.06  Right to Receive Instructions.................................12
Section 6.07  No Duties Except as Specified in this Agreement or in
               Instructions.................................................13
Section 6.08  No Action Except Under Specified Documents or Instructions....13
Section 6.09  Sarbanes-Oxley Filings........................................13


                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

Section 7.01  Acceptance of Trusts and Duties...............................13
Section 7.02  Furnishing of Documents.......................................14
Section 7.03  Reliance; Advice of Counsel...................................14
Section 7.04  Not Acting in Individual Capacity.............................15


                                  ARTICLE VIII

                             COMPENSATION OF TRUSTEE

Section 8.01  Owner Trustee's Fees and Expenses.............................15
Section 8.02  Indemnification...............................................15
Section 8.03  Payments to the Owner Trustee.................................16


                                   ARTICLE IX

                              TERMINATION OF TRUST

Section 9.01  Termination of Trust..........................................16
Section 9.02  No Termination by Depositor or Owners.........................16


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                                    ARTICLE X

                   SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

Section 10.01 Resignation of Owner Trustee; Appointment of Successor........16
Section 10.02 Appointment of Additional Owner Trustees......................17


                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.01 Supplements and Amendments....................................18
Section 11.02 No Legal Title to Trust Estate in Owner.......................19
Section 11.03 Pledge of Collateral by Owner Trustee is Binding..............19
Section 11.04 Limitations on Rights of Others...............................19
Section 11.05 Notices.......................................................19
Section 11.06 Severability..................................................20
Section 11.07 Separate Counterparts.........................................20
Section 11.08 Successors and Assigns........................................20
Section 11.09 Headings......................................................20
Section 11.10 Governing Law.................................................20
Section 11.11 No Petition...................................................20
Section 11.12 Non-Confidential..............................................20


                                   ARTICLE XII

                          COMPLIANCE WITH REGULATION AB

Section 12.01 Intent of the Parties; Reasonableness.........................21


EXHIBITS
--------

Exhibit A   Form of Trust Certificate......................................A-1
Exhibit B   Form of Accession Agreement....................................B-1
Exhibit C   Owner Trustee Compensation Agreement...........................C-1


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<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

      This AMENDED AND RESTATED TRUST AGREEMENT, dated as of ______, 200__ (this
"Agreement"), by and between, SLC Student Loans Receivables I, Inc., a Delaware
corporation, as depositor (the "Depositor"), and __________, a __________, as
owner trustee (the "Owner Trustee").

      WHEREAS, the Depositor and the Owner Trustee are parties to that certain
Short-Form Trust Agreement, dated as of ______, 200__, pursuant to which SLC
Student Loan Trust 200__-__ was created (the "Original Trust Agreement"); and

      WHEREAS, the Depositor and the Owner Trustee desire to amend and restate
the Original Trust Agreement in its entirety on the terms and conditions as set
forth below.

      NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the Original Trust Agreement is amended and restated
to read in its entirety, and the parties hereto agree, as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in Appendix A to the Indenture, dated as of
______, 200__ (the "Indenture"), among the Issuer, ____________, as Indenture
Trustee, ____________, as Indenture Administrator, and ____________, as Eligible
Lender Trustee, which also contains rules of usage and construction that shall
be applicable herein.

                                   ARTICLE II

                                  ORGANIZATION

      Section 2.01 General. (a) The Trust created by the Original Trust
Agreement shall be known as SLC Student Loan Trust 200__-__ (the "Trust"), in
which name the Owner Trustee may conduct the activities contemplated hereby,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued.

      (b) The Depositor and The Student Loan Corporation are hereby authorized,
as agents of the Trust, (i) to file with the Commission and execute, in each
case on behalf of the Trust, the Registration Statement on Form S-3 (the "1933
Act Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the 1933 Act, of the Trust securities; (ii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Trust securities under the
securities or "Blue Sky" laws of


<PAGE>

such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary
or desirable; (iii) to execute on behalf of the Trust one or more underwriting
agreements relating to the Trust securities, among the Trust, the Depositor and
the underwriter named therein, substantially in the form included as an exhibit
to the 1933 Act Registration Statement, (iv) to execute on behalf of the Trust
any reports, certifications or other documents required of the Trust pursuant to
the Sarbanes-Oxley Act of 2002, (v) to execute on behalf of the Trust any
certifications or other documents required by the Trust in connection to any
opinions of counsel delivered in relation to the Trust securities or
transactions involving the same and (vi) to take such actions and execute all
documents and instruments in connection with the foregoing as may be necessary
or desirable.

            Section 2.02 Office. The office of the Trust shall be in care of the
Owner Trustee, addressed to ____________, [Address], Attn: ____________, or at
such other address as the Owner Trustee may designate by notice to the
Depositor.

      Section 2.03 Purposes and Powers. The purpose of the Trust is to, and the
Trust shall have the power and authority to, engage in the following activities:

            (i) to issue and sell on the Closing Date the Notes pursuant to the
      Indenture and supplements thereto, and the Trust Certificate,
      substantially in the form of Exhibit A hereof, pursuant to this Agreement;

            (ii) with the proceeds of the sale of the Notes, to purchase, in
      accordance with the Basic Documents, pools of the Trust Student Loans to
      be pledged as collateral for the Notes, to fund certain accounts for the
      benefit of the Noteholders, to pay the organizational and transactional
      expenses of the Trust and to pay the balances owed to the Depositor for
      the purchases made pursuant to the Master Terms Sale Agreement, provided,
      however, the Trust shall not purchase Trust Student Loans more frequently
      than once a month;

            (iii) to enter into derivative product agreements (subject to the
      satisfaction of the Rating Agency Condition with respect to each such
      agreement);

            (iv) to assign, grant, transfer, pledge, mortgage and convey the
      Trust Estate pursuant to the Indenture;

            (v) to enter into and perform its obligations under the Eligible
      Lender Trust Agreement (Issuer) and the Basic Documents to which it is to
      be a party;

            (vi) to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith; and

            (vii) subject to compliance with the Basic Documents, to engage in
      such other activities as may be required in connection with conservation
      of the Trust Estate and the making of distributions to the Noteholders.


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<PAGE>

      The Trust shall not engage in any activity other than in connection with
the foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.

      Section 2.04 Appointment of the Owner Trustee. The Depositor hereby
confirms the appointment of the Owner Trustee as trustee of the Trust effective
as of the date hereof, to have all the rights, powers and duties set forth
herein. The Owner Trustee acknowledges receipt in trust from the Depositor as of
the date of the Original Trust Agreement, of the sum of one dollar, which
constituted the initial Trust Estate.

      Section 2.05 Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of the Owners, subject to the obligations
of the Trust under the Basic Documents and the Eligible Lender Trust Agreement
(Issuer). It is the intention of the parties hereto that the Trust constitute a
statutory trust under Chapter 38 of Title 12 of the Delaware Code (the
"Statutory Trust Act") and that this Agreement constitute the governing
instrument of the Trust. Pursuant to Section 3810 of the Statutory Trust Act,
the Owner Trustee filed a certificate of trust with the Delaware Secretary of
State on the date of the Original Trust Agreement in order to form the Trust.

      Section 2.06 Situs of Trust. The Trust will be located and administered in
the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware. The Trust shall
not have any employees in any state other than in the State of Delaware. The
Trust's only office is and will be at the office of the Owner Trustee as set
forth herein.

                                  ARTICLE III

                   TRUST CERTIFICATES AND TRANSFER OF INTEREST

      Section 3.01 Issuance of Trust Certificate. (a) As of the date of the
Original Trust Agreement, the Owner Trustee has issued and delivered to the
Depositor a Trust Certificate in the name of the Depositor evidencing 100% of
the beneficial interest in the Trust.

      (b) Each Trust Certificate shall be executed by manual signature on behalf
of the Owner Trustee by one of its Authorized Officers. Trust Certificates
bearing the manual signature of an individual who was, at the time when such
signature was affixed, authorized to sign on behalf of the Owner Trustee shall
bind the Trust, notwithstanding that such individual has ceased to be so
authorized prior to the delivery of such Trust Certificate or does not hold such
office at the date of such Trust Certificate. Each Trust Certificate shall be
dated the date of its issuance.

      Section 3.02 Registration and Transfer of Certificates. (a) The Owner
Trustee shall maintain at its office referred to in Section 2.02 hereof, or at
the office of any agent appointed by it and approved in writing by the Owners at
the time of such appointment, a register for the registration and transfer of
Trust Certificates. No transfer of a beneficial interest in the Trust shall be
made unless such transfer is made pursuant to an effective registration
statement


                                      -3-
<PAGE>

under the 1933 Act and state securities laws, or is exempt from the registration
requirements under the 1933 Act and state securities laws.

      (b) The registered Owner of any Trust Certificate may transfer all or any
portion of the beneficial interest in the Trust evidenced by such Trust
Certificate upon surrender thereof to the Owner Trustee accompanied by the
documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be
made by the registered Owner in person or by his attorney duly authorized in
writing upon surrender of the Trust Certificate to the Owner Trustee accompanied
by a written instrument of transfer and with such signature guarantees and
evidence of authority of the Persons signing the instrument of transfer as the
Owner Trustee may reasonably require. Promptly upon the receipt of such
documents and receipt by the Owner Trustee of the transferor's Trust
Certificate, the Owner Trustee shall record the name of such transferee as an
Owner and its Ownership Percentage in the Trust Certificate register and issue,
execute and deliver to such Owner a Trust Certificate evidencing such Ownership
Percentage. In the event a transferor transfers only a portion of its beneficial
interest in the Trust, the Owner Trustee shall register and issue, to such
transferor a new Trust Certificate evidencing such transferor's new Ownership
Percentage. Subsequent to a transfer and upon the issuance of the new Trust
Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy
the Trust Certificate surrendered to it in connection with such transfer. The
Owner Trustee may treat the Person in whose name any Trust Certificate is
registered as the sole Owner of the beneficial interest in the Trust evidenced
by such Trust Certificate.

      (c) As a condition precedent to any registration of transfer, the Owner
Trustee may require the payment of a sum sufficient to cover the payment of any
tax or taxes or other governmental charges required to be paid in connection
with such transfer.

      Section 3.03 Lost, Stolen, Mutilated or Destroyed Certificates. If (i) any
mutilated Trust Certificate is surrendered to the Owner Trustee, or (ii) the
Owner Trustee receives evidence to its satisfaction that any Trust Certificate
has been destroyed, lost or stolen, and upon proof of ownership satisfactory to
the Owner Trustee together with such security or indemnity as may be requested
by the Owner Trustee to save it harmless, the Owner Trustee shall execute and
deliver a new Trust Certificate for the same Ownership Percentage as the Trust
Certificate so mutilated, destroyed, lost or stolen, of like tenor and bearing a
different issue number, with such notations, if any, as the Owner Trustee shall
determine.

      Section 3.04 Limitation on Transfer of Ownership Rights. No transfer of a
beneficial interest in the Trust represented by a Trust Certificate shall be
made to any Person unless (i) such Person delivers to the Owner Trustee an
accession agreement substantially in the form of Exhibit B hereof, (ii) such
Person has a net worth as shown by its most recent audited financial statements
of not less than the product of $10,000,000 and such Person's Ownership
Percentage after the proposed transfer and (iii) the Owner Trustee shall have
received a written Opinion of Counsel in form and substance satisfactory to the
Owner Trustee stating that such transfer is exempt from the 1933 Act and any
applicable state securities law.

      Section 3.05 Assignment of Right to Distributions. An Owner may assign all
or any part of its right to receive distributions hereunder, but such assignment
(in the absence of a permitted transfer) shall effect no change in the ownership
of the Trust.


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<PAGE>

      Section 3.06 Transfer. Notwithstanding anything to the contrary herein, no
transfer of a beneficial interest in the Trust represented by a Trust
Certificate or any rights or benefits with respect thereto (including the right
to receive distributions) shall be permitted unless the Owner Trustee shall have
received an Opinion of Counsel, at the expense of the transferring Owner, to the
effect that such transfer will not cause the Trust to be treated for U.S.
federal income tax purposes as an association (or publicly-traded partnership)
taxable as a corporation, and will not adversely affect the federal income tax
treatment of the Noteholders in any material respect.

      The Trust Certificates and any beneficial interest in such Trust
Certificates may not be acquired by or with the assets of (a) employee benefit
plans, retirement arrangements, individual retirement accounts or Keogh plans
subject to Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any federal, state, local or foreign law materially
similar to the foregoing provisions of ERISA or the Code, or (b) entities
(including insurance company general accounts) whose underlying assets include
plan assets by reason of the investment by any such plans, arrangements or
accounts in such entities (a "Benefit Plan Investor"). Each transferee of a
Trust Certificate shall be required to represent (a) that it is not a Benefit
Plan Investor and is not acquiring such Trust Certificate with the assets of a
Benefit Plan Investor and (b) that if such Trust Certificate is subsequently
deemed to be a plan asset it will dispose of such Trust Certificate. Each Trust
Certificate shall bear a legend referring to the restrictions contained in this
paragraph.

      Section 3.07 Federal Income Tax Allocations. In the event a Trust
Certificate is transferred in compliance with Section 3.06, net income of the
Trust for any Interest Period as determined for U.S. federal income tax purposes
(and each item of income, gain, loss and deduction entering into the computation
thereof) shall be allocated to the Owners, pro rata based upon their Ownership
Percentage.

                                   ARTICLE IV

                              CONCERNING THE OWNERS

      Section 4.01 Action by Owners with Respect to Certain Matters. (a) Subject
to the terms of this Agreement and in accordance with the terms of the Basic
Documents, the Owners may by written instruction direct the Owner Trustee in the
management of the Trust but only to the extent consistent with the limited
purpose of the Trust. Such direction may be exercised at any time by written
instruction of the Owners.

      (b) The Owner Trustee shall take such action or actions as may be
specified in any instructions delivered in accordance with Section 4.01(a)
hereof; provided, however, that the Owner Trustee shall not be required to take
any such action if it shall have reasonably determined, or shall have been
advised by counsel, that such action (i) is contrary to the terms hereof or of
any document contemplated hereby to which the Owner Trustee is a party or is
otherwise contrary to law or (ii) is likely to result in liability on the part
of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee
indemnification or security


                                      -5-
<PAGE>

reasonably satisfactory to the Owner Trustee against all costs, expenses and
liabilities arising from the Owner Trustee's taking such action.

      (c) With respect to the following matters, the Owner Trustee shall not
have the power to take any action without the prior written consent of the
Owners:

            (i) the initiation of any material claim or lawsuit by the Trust
      (except claims or lawsuits brought in connection with the collection of
      the Trust Student Loans) and the compromise of any material action, claim
      or lawsuit brought by or against the Trust (except with respect to the
      aforementioned claims or lawsuits for collection of Trust Student Loans);

            (ii) the election by the Trust to file an amendment to the Trust
      Certificate;

            (iii) the amendment of the Indenture by a supplemental indenture in
      circumstances where the consent of any Noteholder is required;

            (iv) the amendment of the Indenture by a supplemental indenture in
      circumstances where the consent of any Noteholder is not required and such
      amendment materially adversely affects the interests of the Noteholders;

            (v) the amendment, change or modification of the Administration
      Agreement, except to cure any ambiguity or to amend or supplement any
      provision in a manner or add any provision that would not materially
      adversely affect the interests of the Noteholders;

            (vi) the appointment pursuant to the Indenture of a successor to the
      Indenture Trustee or the Indenture Administrator, or the consent to the
      assignment by the Indenture Trustee or the Indenture Administrator of
      their obligations under the Indenture;

            (vii) the consent to the calling or waiver of any default under any
      Basic Documents;

            (viii) the consent to the assignment by the Indenture Trustee, the
      Indenture Administrator or the Servicer of their respective obligations
      under any Basic Documents;

            (ix) except as provided in Article IX hereof, dissolve, terminate or
      liquidate the Trust in whole or in part;

            (x) merge or consolidate the Trust with or into any other entity, or
      convey or transfer all or substantially all of the Trust's assets to any
      other entity;

            (xi) cause the Trust to incur, assume or guaranty any indebtedness
      other than as set forth in this Agreement or the other Basic Documents;

            (xii) do any act that conflicts with any other Basic Documents;


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<PAGE>

            (xiii) do any act which would make it impossible to carry on the
      ordinary business of the Trust as described in Section 2.03 hereof;

            (xiv) confess a judgment against the Trust;

            (xv) possess Trust assets, or assign the Trust's right to property,
      for other than a Trust purpose;

            (xvi) cause the Trust to lend any funds to any entity; or

            (xvii) change the Trust's purpose and powers from those set forth in
      this Agreement.

      (d) Notwithstanding anything to the contrary herein, the Trust shall at
all times:

            (i) practice and adhere to organizational formalities, such as
      maintaining appropriate books, records and accounts separate from those of
      any other Person;

            (ii) observe all organizational formalities in connection with all
      dealings between itself and any of its Owners and any Affiliate of any
      thereof or any unaffiliated entity;

            (iii) observe all procedures required by its certificate of trust
      and this Agreement and the Statutory Trust Act;

            (iv) act solely in its name and through its duly authorized officers
      or agents in the conduct of its businesses;

            (v) manage its business and affairs by or under the direction of the
      Owners, as set forth herein;

            (vi) ensure that all of its actions are duly authorized;

            (vii) own or lease (including through shared arrangements with its
      Affiliates) all office furniture and equipment necessary to operation its
      business;

            (viii) not (A) create, assume, incur, suffer to exist or otherwise
      become or remain liable in respect of any indebtedness other than other
      than as provided in the Basic Documents; (B) have obligations guaranteed
      by any of the Owners or any Affiliate of any thereof; (C) hold itself out
      as responsible for debts of any of the Owners or any Affiliates of any
      thereof or for decisions or actions with respect to the affairs of any of
      the Owners or any Affiliate of any thereof; (D) operate or purport to
      operate as an integrated, single economic unit with respect to any of the
      Owners or any Affiliate of any thereof or any unaffiliated entity; (E)
      seek to obtain credit or incur any obligation to any third party based
      upon the assets of any of the Owners or any Affiliate of any thereof or
      any unaffiliated entity; (F) induce any such third party to reasonably
      rely on the creditworthiness of any of the Owners or any Affiliate of any
      thereof or any unaffiliated


                                      -7-
<PAGE>

      entity or (G) be directly or indirectly named as a direct or contingent
      beneficiary or loss payee on any insurance policy of any of the Owners or
      any Affiliate of any thereof;

            (ix) other than as may be provided in the Basic Documents, maintain
      its deposit and other bank accounts and all of its assets separate from
      those of any other Person;

            (x) maintain its financial records separate and apart from those of
      any other Person;

            (xi) not suggest in any way, within its financial statements, that
      its assets are available to pay the claims of creditors of any of its
      Owners or any Affiliate of any thereof or any unaffiliated entity;

            (xii) compensate all its employees, officers, consultants and agents
      for services provided to it by such Persons out of its own funds or
      reimbursing any of its Affiliates in respect of amounts paid by such
      Affiliates for such services;

            (xiii) maintain any office spaces separate and apart from that of
      any of its Owners or any Affiliate or any thereof (even if such office
      space is subleased from or is on or near premises occupied by any of its
      Owners or an Affiliate of any thereof) and any telephone numbers separate
      and apart from that of any of its Owners or any Affiliate of any thereof;

            (xiv) conduct all oral and written communications, including,
      without limitation, letters, invoices, purchase orders, contracts,
      statements, and applications solely in its own name;

            (xv) have separate stationery, invoices and checks from any of its
      Owners, any Affiliate of any thereof or any unaffiliated entity;

            (xvi) account for and manage all of its liabilities separately from
      those of any of its Owners or any Affiliate of any thereof and pay its own
      liabilities out of its own funds;

            (xvii) allocate, on an arm's length basis, all shared corporate
      operating services, leases and expenses, including, without limitation,
      those associated with the services of shared consultants and agents and
      shared computer and other office equipment and software; and otherwise
      maintaining an arm's length relationship with any of its Owners, any
      Affiliate of any thereof and any unaffiliated entity;

            (xviii) refrain from filing or otherwise initiating or supporting
      the filing of a motion in any bankruptcy or other insolvency proceeding
      involving any of its Owners or any Affiliate of any thereof to
      substantively consolidate any of its Owners or any Affiliate of any
      thereof with the Issuer;

            (xix) remain solvent;


                                      -8-
<PAGE>

            (xx) not commingle its property with the property of any of the
      Owners or any other Person;

            (xxi) prepare separate financial statements, prepared in accordance
      with US Generally Accepted Accounting Practices, or in the event the
      Trust's financial statements are consolidated with those of another
      entity, note on such financial statements the separate existence and
      obligations of the Trust;

            (xxii) maintain a sufficient number of employees in light of its
      contemplated business operations;

            (xxiii) not acquire obligations or securities of any of the Owners;

            (xxiv) hold itself out as a separate entity and correct any known
      misunderstanding regarding its separate identity;

            (xxv) maintain adequate capital in light of its contemplated
      business operations;

            (xxvi) not take any action which would have the effect of
      discharging the security interest created under the Indenture with respect
      to the Trust Estate, except such action taken in accordance with the terms
      thereof; and

            (xxvii) conduct no other business other than in connection with the
      transactions contemplated by the Basic Documents and enter into no other
      agreements other than as contemplated by the Basic Documents.

      Section 4.02 Tax Treatment, Tax Elections and Other Tax Matters. It is the
intention of the parties hereto that the Trust shall be classified for U.S.
federal income tax purposes as a mere security arrangement or, failing such
treatment, as a grantor trust or an entity disregarded from its owner, and not
be treated as an association (or publicly-traded partnership) taxable as a
corporation. Neither the Depositor, the Trust, nor the Owner Trustee shall cause
the Trust to be treated as an association taxable as a corporation for U.S.
federal income tax purposes. All provisions of this Agreement shall be construed
and the affairs of the Trust shall be conducted to achieve the aforementioned
treatment for U.S. federal income tax purposes, and the Noteholders shall agree
that all transactions contemplated by this Agreement will be reported on all
applicable tax returns consistently with the aforementioned treatment.

      Section 4.03 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee as follows:

      (a) Upon the receipt of the Trust Estate by the Owner Trustee under this
Agreement, the Trust will have good title to the Trust Estate free and clear of
any lien.

      (b) The Trust is not, and will not be upon conveyance of the Trust Estate
to the Owner Trustee, an "Investment Company" or under the "control" of an
"Investment Company," as such terms are defined in the Investment Company Act of
1940, as amended.


                                      -9-
<PAGE>

      (c) This Agreement has been duly and validly authorized, executed and
delivered by, and constitutes a valid and binding agreement of, the Depositor,
enforceable in accordance with its terms.

      Section 4.04 No Contrary Actions. No Owner shall direct the Owner Trustee
to take or refrain from taking any action if such action or inaction would be
contrary to any obligation of the Trust or the Owner Trustee under this
Agreement or any of the Basic Documents or would be contrary to Section 2.03 or
4.01 nor shall the Owner Trustee be obligated to follow any such direction, if
given.

                                   ARTICLE V

                    INVESTMENT AND APPLICATION OF TRUST FUNDS

      Section 5.01 Investment of Trust Funds. Unless otherwise directed in
writing by the Owners, income with respect to and proceeds of the Trust Estate
which are received by the Owner Trustee more than one day prior to a
distribution date shall be invested and reinvested by the Owner Trustee in
accordance with the written direction of the Depositor. All such investments
shall have a maturity date no later than the Business Day preceding the next
distribution date unless they are redeemable at the option of the Owner Trustee
prior to maturity. Interest earned from such investment and reinvestment shall
be credited to the Trust Estate.

      Section 5.02 Application of Funds. (a) Income with respect to and proceeds
of Trust Estate held by the Owner Trustee on a Distribution Date shall be
applied by the Owner Trustee on such distribution date in the following order:

            (i) first, pay any amounts due to the Owner Trustee under this
      Agreement;

            (ii) second, to pay any amounts then due to any Person under the
      Basic Document; and

            (iii) third, to pay any other expenses of the Trust.

      (b) Income and proceeds with respect to the Trust Estate held by the Owner
Trustee on a Distribution Date after the application of funds pursuant to
Section 5.02(a) shall be distributed on such Distribution Date to the Owners, in
proportion to their respective Ownership Percentages, determined as of the close
of business on the Business Day immediately preceding such distribution date.
All payments to be made under this Agreement by the Owner Trustee shall be made
only from the income and proceeds of the Trust Estate and only to the extent
that the Owner Trustee has received such income or proceeds.

      (c) With each distribution to an Owner pursuant to Section 5.02(b) above,
the Owner Trustee shall deliver a distribution date statement setting forth, for
the period since the preceding distribution date:

            (i) income and proceeds received by the Owner Trustee with respect
      to the Trust Estate;


                                      -10-
<PAGE>

            (ii) amounts paid to the Owner Trustee;

            (iii) amounts paid by the Owner Trustee to any Person pursuant to
      the Basic Documents; and

            (iv) amounts paid for other expenses of the Trust.

      (d) In the event that any tax is imposed on the Trust, such tax shall be
charged against amounts otherwise distributable to the Owners on a pro rata
basis. The Owner Trustee is hereby authorized to retain from amounts otherwise
distributable to the Owners sufficient funds to pay or provide for the payment
of, and to actually pay, such tax as is legally owed by the Trust (but such
authorization shall not prevent the Owner Trustee from contesting any such tax
in appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings).

      Section 5.03 Method of Payment. All amounts payable to the Owners pursuant
to this Agreement shall be paid by the Owner Trustee to such Owner or a nominee
therefor by check payable to such Owner, mailed first class to the address of
such Owner appearing on the register maintained pursuant to Section 3.02 hereof,
or by crediting the amount to be distributed to such Owner to an account
maintained with the Owner Trustee or by transferring such amount by wire
transfer in immediately available funds to a banking institution with bank wire
transfer facilities for the account of such Owner, as instructed in writing from
time to time by such Owner. The Owner Trustee may require an Owner to pay any
wire transfer fees incurred in connection with any wire transfer made to such
Owner.

      Section 5.04 No Segregation of Moneys; No Interest. Subject to Section
5.01, moneys received by the Owner Trustee hereunder need not be segregated in
any manner except to the extend required by law and may be deposited under such
general conditions as may be prescribed by law, and the Owner Trustee shall not
be liable for any interest thereon.

                                   ARTICLE VI

                       AUTHORITY AND DUTIES OF THE TRUSTEE

      Section 6.01 General Authority. The Owner Trustee is authorized to take
all actions required or permitted to be taken by it pursuant to the terms of the
Eligible Lender Trust Agreement (Issuer) and the Basic Documents.

      Section 6.02 Specific Authority. The Owner Trustee is hereby authorized
and directed to execute and deliver the Eligible Lender Trust Agreement (Issuer)
and the Basic Documents and each certificate or other document attached as an
exhibit to or contemplated by the Eligible Lender Trust Agreement (Issuer) and
the Basic Documents.

      Section 6.03 General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Trust in the interest of the
Owners. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities


                                      -11-
<PAGE>

hereunder and under the Eligible Lender Trust Agreement (Issuer) and the Basic
Documents to the extent the Administrator or the Servicer has agreed in the
Administration Agreement or the Servicing Agreement, respectively, to perform
any act of or to discharge and duty of the Owner Trustee hereunder or under the
Eligible Lender Trust Agreement (Issuer) or any Basic Document, and the Owner
Trustee shall not be held liable for the default or failure of the Administrator
or the Servicer to carry out its obligations under the Administration Agreement
and the Servicing Agreement, respectively.

      Section 6.04 Accounting and Reports to the Owners, the Internal Revenue
Service and Others. The Administrator shall (i) maintain or cause to be
maintained the books of the Trust on a calendar year basis on the accrual method
of accounting, (ii) deliver to each Owner, within 60 days of the end of each
Fiscal Year, or more often, as may be required by the Code and the regulations
thereunder, a copy of the annual financial statement of the Trust for such
Fiscal Year and a statement in such form and containing such information as may
be required by such regulations, and as is necessary and appropriate to enable
each Owner to prepare its federal and state income tax returns, (iii) prepare
(or cause to be prepared), and shall be solely responsible for the preparation
of, all federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust, (iv) sign such returns, or
any other information, statements or schedules in the manner required by law,
(v) file, on a timely basis, such returns and such of the above information, or
any other information, statements or schedules, as may be required under
applicable tax laws, and (vi) cause to be mailed to each Owner copies of all
such reports and tax returns of the Trust.

      Section 6.05 Signature of Returns. The Administrator shall sign on behalf
of the Trust the tax returns and other Periodic Filings of the Trust, unless
applicable law requires an Owner to sign such documents, in which case, so long
as the Depositor is an Owner and applicable law allows the Depositor to sign any
such document, the Depositor shall sign such document. At any time that the
Depositor is not an Owner, or is otherwise not allowed by law to sign any such
document, then the Owner required by law to sign such document shall sign.

      Section 6.06 Right to Receive Instructions. In the event that the Owner
Trustee is unable to decide between alternative courses of action, or is unsure
as to the application of any provision of this Agreement, the Eligible Lender
Trust Agreement (Issuer) or any Basic Document, or such provision is ambiguous
as to its application, or is, or appears to be, in conflict with any other
applicable provision, or in the event that this Agreement, the Eligible Lender
Trust Agreement (Issuer) or any Basic Document permits any determination by the
Owner Trustee or is silent or is incomplete as to the course of action which the
Owner Trustee is required to take with respect to a particular set of facts, the
Owner Trustee may give notice (in such form as shall be appropriate under the
circumstances) to the Depositor requesting instructions and, to the extent that
the Owner Trustee shall have acted or refrained from acting in good faith in
accordance with any instructions received from the Owners, the Owner Trustee
shall not be liable on account of such action or inaction to any Person. If the
Owner Trustee shall not have received appropriate instructions within ten days
of such notice (or within such shorter period of time as may be specified in
such notice) the Owner Trustee may, but shall be under no duty to, take or
refrain from taking such action, not inconsistent with this Agreement, the
Eligible Lender Trust Agreement (Issuer) or the Basic Documents, as the Owner
Trustee


                                      -12-
<PAGE>

shall deem to be in the best interests of the Owners, and the Owner Trustee
shall have no liability to any Person for such action or inaction.

      Section 6.07 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment in respect of, register, record, sell, dispose of or otherwise
deal with the Trust Estate, prepare or file any tax, qualification to do
business or securities law filings or reports or to otherwise take or refrain
from taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided by
the terms of this Agreement and no implied duties or obligations shall be read
into this Agreement against the Owner Trustee. The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any liens on any part of the Trust Estate which
result from claims against the Owner Trustee personally that are not related to
the ownership or the administration of the Trust Estate or the transactions
contemplated by the Eligible Lender Trust Agreement (Issuer) or the Basic
Documents.

      Section 6.08 No Action Except Under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Trust Estate except (i) in accordance with the powers
granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, and (ii) in accordance with instructions delivered to the Owner
Trustee pursuant to Section 6.06 hereof.

      Section 6.09 Sarbanes-Oxley Filings. Notwithstanding any Person's right to
instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee,
director or officer of the Owner Trustee shall have any obligation to execute
any certificates or other documents required pursuant to the Sarbanes-Oxley Act
of 2002 or the rules and regulations promulgated thereunder, and the refusal to
comply with any such instructions shall not constitute a default or breach of
any Basic Document.

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

      Section 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to the same but only upon the terms of this Agreement. The Owner Trustee
shall not be personally liable under any circumstances, except (i) for its own
willful misconduct or gross negligence, (ii) for liabilities arising from the
failure by the Owner Trustee to perform obligations expressly undertaken by it
in the last sentence of Section 6.07 hereof, or (iii) for taxes, fees or other
charges on, based on or measured by any fees, commissions or compensation
received by the Owner Trustee in connection with any of the transactions
contemplated by this Agreement or the Basic Documents. In particular, but not by
way of limitation:

      (a) The Owner Trustee shall not be personally liable for any error of
judgment made in good faith by an Authorized Officer of the Owner Trustee;


                                      -13-
<PAGE>

      (b) The Owner Trustee shall not be personally liable with respect to any
action taken or omitted to be taken by the Owner Trustee in good faith in
accordance with the instructions of the Owner;

      (c) No provision of this Agreement shall require the Owner Trustee to
expend or risk its personal funds or otherwise incur any financial liability in
the performance of any of its rights or powers hereunder, if the Owner Trustee
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured or
provided to it;

      (d) Under no circumstance shall the Owner Trustee be personally liable for
any indebtedness of the Trust under the Eligible Lender Trust Agreement (Issuer)
or any Basic Document; and

      (e) The Owner Trustee shall not be personally responsible for or in
respect of the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor, or for the form, character, genuineness,
sufficiency, value or validity of any Collateral or the Trust Estate, or for or
in respect of the validity or sufficiency of the Eligible Lender Trust Agreement
(Issuer) or the Basic Documents.

      Section 7.02 Furnishing of Documents. The Owner Trustee shall furnish to
the Owners, promptly upon receipt thereof, duplicates or copies of all material
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee hereunder (other than documents
originated by or otherwise furnished to the Owners).

      Section 7.03 Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other
document or paper believed by it to be genuine and believed by it to be signed
by the proper party or parties. The Owner Trustee may accept a certified copy of
a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or any assistant treasurer
or the secretary or any assistant secretary of the relevant party, as to such
fact or matter, and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

      (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under any of the Basic Documents, the
Owner Trustee (i) may act directly or, at the expense of the Trust, through
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee shall not be liable for the default or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by the
Owner Trustee with reasonable care; and (ii) may, at the expense of the Trust,
consult with counsel, accountants and other skilled persons to be selected with
reasonable care and employed by it, and the Owner Trustee shall not be liable
for anything done, suffered or


                                      -14-
<PAGE>

omitted in good faith by it in accordance with the advice or opinion of any such
counsel, accountants or other skilled persons.

      Section 7.04 Not Acting in Individual Capacity. Except as expressly
provided in this Article VII, in accepting the trusts hereby created the Owner
Trustee acts solely as trustee hereunder and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or the Basic Documents shall look
only to the Trust Estate for payment or satisfaction thereof.

                                  ARTICLE VIII

                             COMPENSATION OF TRUSTEE

      Section 8.01 Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive compensation from the Owners for its services hereunder as set forth in
a separate fee arrangement with the Owner Trustee and the Depositor, a copy of
which is attached hereto as Exhibit C. The Owner Trustee shall be entitled to be
reimbursed by the Owners for its reasonable expenses hereunder, including,
without limitation, the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and duties
under this Agreement and the Basic Documents.

      Section 8.02 Indemnification. The Owners shall be jointly and severally
liable for, and hereby agree to indemnify the ____________ and its successors,
assigns, agents and servants (collectively, the "Indemnified Persons"), from and
against, any and all liabilities, obligations, losses, damages, taxes (other
than taxes incurred as the result of the payment of fees and expenses pursuant
to Section 8.01 hereof), claims, actions, suits, costs, expenses and
disbursements (including legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may be imposed on, incurred by or
asserted at any time against the Indemnified Persons (whether or not indemnified
against by other parties) in any way relating to or arising out of this
Agreement, the Eligible Lender Trust Agreement (Issuer), any Basic Document, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Owners shall not be required to
indemnify the ____________ for Expenses arising or resulting from any of the
matters described in the second sentence of Section 7.01. To the fullest extent
permitted by law, Expenses to be incurred by an Indemnified Person shall, from
time to time, be advanced by, or on behalf of, the Owners prior to the final
disposition of any matter upon receipt by the Owners of an undertaking by, or on
behalf of, such Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified under
this Agreement. The obligations of the Owners pursuant to this Section 8.02
shall be borne (as between the Owners inter se) in proportion to their
respective Ownership Percentages. The indemnities contained in this Section 8.02
shall survive the resignation or removal of the Owner Trustee or the termination
of this Agreement. The indemnities contained in this Section 8.02 extend only to
the ____________ in its individual capacity and shall not be construed as
indemnities of the Trust Estate.


                                      -15-
<PAGE>

      Section 8.03 Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee from the Trust Estate pursuant to this Article VIII shall be deemed not
to be part of the Trust Estate immediately after such payment.

                                   ARTICLE IX

                              TERMINATION OF TRUST

      Section 9.01 Termination of Trust. (a) The Trust shall dissolve and the
Trust Estate shall, subject to compliance with Section 3808 of the Statutory
Trust Act, be distributed to the Owners in accordance with their respective
Ownership Percentages upon the sale or other final disposition by the Owner
Trustee of the Trust Estate and the final distribution by the Owner Trustee of
all moneys or other property or proceeds of the Trust Estate in accordance with
the terms of this Agreement and the Basic Documents. Upon the dissolution of the
Trust, after paying or making reasonable provision for the payment of all
liabilities of the Trust in accordance with applicable law, the Owner Trustee,
at the direction and expense of the Depositor, shall file a certificate of
cancellation with the Delaware Secretary of State and, thereupon, the Trust
shall terminate and this Agreement (other than Article VIII) shall be of no
further force or effect.

      (b) The bankruptcy, death or incapacity of any Owner shall not operate to
terminate this Agreement, nor entitle such Owner's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust Estate, nor otherwise affect the
rights, obligations and liabilities of the parties hereto.

      Section 9.02 No Termination by Depositor or Owners. Except as provided in
Section 9.01 hereof, neither the Depositor nor the Owners shall be entitled to
terminate or revoke the Trust established hereunder.

                                   ARTICLE X

                   SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

      Section 10.01 Resignation of Owner Trustee; Appointment of Successor. (a)
The Owner Trustee may resign at any time without cause by giving at least 60
days' prior written notice to the Owners, such resignation to be effective upon
the acceptance of appointment by a successor owner trustee under Section
10.01(b) below. In addition, the Owners may at any time remove the Owner Trustee
without cause by an instrument in writing delivered to the Owner Trustee, such
removal to be effective upon the acceptance of appointment by a successor owner
trustee under Section 10.01(b) below. In case of the resignation or removal of
the Owner Trustee, the Owners may appoint a successor owner trustee by an
instrument signed by the Owners. If a successor owner trustee shall not have
been appointed within 30 days after the giving of written notice of such
resignation or the delivery of the written instrument with respect to such
removal, the Owner Trustee or the Owners may apply to any court of competent
jurisdiction to appoint a successor owner trustee to act until such time, if
any, as a successor owner trustee shall have been appointed as provided above.
Any successor owner


                                      -16-
<PAGE>

trustee so appointed by such court shall immediately and without further act be
superseded by any successor owner trustee appointed as above provided within one
year from the date of the appointment by such court.

      (b) Any successor owner trustee, however appointed, shall execute and
deliver to the predecessor Owner Trustee an instrument accepting such
appointment, and thereupon such successor owner trustee, without further act,
shall become vested with all the estates, properties, rights, powers, duties and
trust of the predecessor Owner Trustee in the trusts hereunder with like effect
as if originally named the Owner Trustee herein; but nevertheless, upon the
written request of such successor owner trustee and payment of all amounts due
and owing to it, such predecessor Owner Trustee shall execute and deliver an
instrument transferring to such successor owner trustee, upon the trusts herein
expressed, all the estates, properties, rights, powers, duties and trusts of
such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly
assign, transfer, deliver and pay over to such successor owner trustee all
moneys or other property then held or subsequently received by such predecessor
Owner Trustee upon the trusts herein expressed.

      (c) The Owner Trustee shall at all times be a corporation or association
(i) meeting the requirements of Section 3807(a) of the Delaware Statutory Trust
Act; (ii) being subject to supervision or examination by federal or state
authorities; and (iii) having (or having a parent which has) a rating of at
least investment grade by the Rating Agencies. If the Owner Trustee shall
publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of the Owner Trustee
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Owner Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Owner Trustee shall resign immediately in the manner and with the effect
specified in this Section.

      (d) Any person into which the Owner Trustee may be merged or converted or
with which it may be consolidated, or any person resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
person to which substantially all the corporate trust business of the Owner
Trustee may be transferred, shall, subject to the terms of Section 10.01(c)
hereof, be the Owner Trustee under this Agreement without further act.

      Section 10.02 Appointment of Additional Owner Trustees. At any time or
times for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Owner
Trustee, by an instrument in writing, may appoint one or more individuals or
corporations to act as separate trustee or separate trustees of all or any part
of the Trust Estate to the full extent that local law makes it necessary or
appropriate for such separate trustee or separate trustees to act alone.


                                      -17-
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

      Section 11.01 Supplements and Amendments. (a) Notwithstanding anything
herein to the contrary, so long as any amount owed under the Notes remain
outstanding, the Trust shall not amend Section 2.03, 3.04, 3.05, 4.01, 4.04,
9.01 or 9.02 or this Article XI without the prior written consent of the
Indenture Trustee (acting at the direction of the Noteholders of at least a
majority of the Outstanding Amount of the Notes).

      (b) Subject to (c) and (d) below, this Agreement may be amended only by a
written instrument signed by the Owner Trustee and all of the Owners at the time
of such amendment and with the satisfaction of the Rating Agency Condition with
respect to such amendment; provided, however, that if, in the opinion of the
Owner Trustee, any instrument required to be so executed adversely affects any
right, duty or liability of, or immunity or indemnity in favor of, the Owner
Trustee under this Agreement or any of the documents contemplated hereby to
which the Owner Trustee is a party, or would cause or result in any conflict
with or breach of any terms, conditions or provisions of, or default under, the
charter documents or by-laws of the Owner Trustee or any document contemplated
hereby to which the Owner Trustee is a party, the Owner Trustee may in its sole
discretion decline to execute such instrument.

      (c) This Agreement may be amended by the Depositor and the Owner Trustee
without the consent of any of the Noteholders or the Owners, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions in this Agreement or modifying in any manner the rights of the
Noteholders or the Owners; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Noteholder or Owners.

      (d) This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee (i) with the consent of the Noteholders of Notes
evidencing not less than a majority of the aggregate outstanding principal
balance of the Notes and (ii) with the consent of the Owners of Trust
Certificates evidencing not less than a majority of the aggregate Ownership
Percentage, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Owners; provided, however, that
no such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Trust Student
Loans or distributions that shall be required to be made for the benefit of the
Noteholders or the Owners or (b) reduce the aforesaid percentage of the
aggregate outstanding amount of the Notes and the Ownership Percentage of Trust
Certificates required to consent to any such amendment, without the consent of
all the outstanding Noteholders and Owners.

      (e) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Owner and the Indenture Trustee.


                                      -18-
<PAGE>

      (f) It shall not be necessary for the consent of the Owners or the
Noteholders, as the case may be, pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent shall approve the substance thereof. The manner of obtaining
such consents (and any other consents of Owners provided for in this Agreement
or in any other Basic Document) and of evidencing the authorization of the
execution thereof by Owners shall be subject to such reasonable requirements as
the Owner Trustee may prescribe.

      (g) Prior to the execution of any amendment to this Agreement, the Owner
Trustee and the Indenture Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement. The Owner Trustee may, but shall not be obligated
to, enter into any such amendment which affects the Owner Trustee's own rights,
duties or immunities under this Agreement or otherwise.

      (h) As a condition to entering into any amendment or supplement of this
Agreement pursuant to this Section 11.01, the Owner Trustee shall have received
an Opinion of Counsel to the effect that such amendment or supplement will not
cause the Trust to be treated for U.S. federal income tax purposes as an
association (or publicly-traded partnership) taxable as a corporation, and will
not adversely affect the federal income tax treatment of the Noteholders in any
material respect.

      Section 11.02 No Legal Title to Trust Estate in Owner. The Owners shall
not have legal title to any part of the Trust Estate and shall only have an
undivided beneficial interest therein. No transfer, by operation of law or
otherwise, of any right, title and interest of the Owners in and to their
undivided beneficial interest in the Trust Estate hereunder shall operate to
terminate this Agreement or the trusts hereunder or entitle any successor
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Estate.

      Section 11.03 Pledge of Collateral by Owner Trustee is Binding. The pledge
of any Trust Estate to any Person by the Owner Trustee made under any Basic
Document and pursuant to the terms of this Agreement shall bind the Owners and
shall be effective to transfer or convey the rights of the Owner Trustee and the
Owners in and to such Trust Estate to the extent set forth in such Basic
Document. No purchaser or other grantee shall be required to inquire as to the
authorization, necessity, expediency or regularity of such pledge or as to the
application of any proceeds with respect thereto by the Owner Trustee.

      Section 11.04 Limitations on Rights of Others. Nothing in this Agreement,
whether express or implied, shall be construed to give to any Person other than
the Owner Trustee and the Owners any legal or equitable right, remedy or claim
in the Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

      Section 11.05 Notices. Unless otherwise expressly specified or permitted
by the terms hereof, all notices shall be in writing and delivered by hand or
mailed by certified mail, postage prepaid, if to the Owner Trustee, addressed to
____________, [Address], Attn: ____________, or to such other address as the
Owner Trustee may have set forth in a written notice to the Owners;


                                      -19-
<PAGE>

and if to an Owner, addressed to it at the address set forth for such Owner in
the register maintained by the Owner Trustee. Whenever any notice in writing is
required to be given by the Owner Trustee hereunder, such notice shall be deemed
given and such requirement satisfied 72 hours after such notice is mailed by
certified mail, postage prepaid, addressed as provided above; any notice given
by an Owner to the Owner Trustee shall be effective upon receipt by an
Authorized Officer of the Owner Trustee.

      Section 11.06 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 11.07 Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      Section 11.08 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Owner
Trustee and its successors and assigns and each Owner and its successors and
permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by an Owner shall bind the
successors and assigns of such Owner.

      Section 11.09 Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      Section 11.10 Governing Law. This Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the State of Delaware
(excluding conflict of law rules), including all matters of construction,
validity and performance. Sections 3540 and 3561 of Title 12 of the Delaware
Code shall not apply to the Trust.

      Section 11.11 No Petition. The Depositor will not, prior to the date which
is one year and one day after the termination of the Indenture, institute
against the Trust any bankruptcy proceedings under any U.S. federal or state
bankruptcy or similar law in connection with any obligations relating to the
Trust Certificates, the Notes, this Agreement or any of the other Basic
Documents.

      Section 11.12 Non-Confidential. Notwithstanding anything to the contrary
contained in this Agreement, all persons may disclose to any and all persons,
without limitation of any kind, the U.S. federal, state and local tax treatment
of the Trust Certificates, the Notes and the Trust, any fact that may be
relevant to understanding the U.S. federal, state and local tax treatment of the
Trust Certificates, the Notes and the Trust, and all materials of any kind
(including opinions or other tax analyses) relating to such U.S. federal, state
and local tax treatment and that may be relevant to understanding such U.S.
federal, state and local tax treatment, other than the name of the parties or
any other person named herein, or information that would permit identification
of the parties or such other persons, and any pricing terms or


                                      -20-
<PAGE>

other nonpublic business or financial information that is unrelated to the U.S.
federal, state and local tax treatment of the Trust Certificates, the Notes and
the Trust to the taxpayer and is not relevant to understanding the U.S. federal,
state and local tax treatment of the Trust Certificates, the Notes and the Trust
to the taxpayer.

                                  ARTICLE XII

                          COMPLIANCE WITH REGULATION AB

      Section 12.01 Intent of the Parties; Reasonableness. The Depositor and the
Owner Trustee acknowledge and agree that the purpose of Article XII of this
Agreement is to facilitate compliance by the Depositor and the Issuer with the
provisions of Regulation AB and related rules and regulations of the Commission.

      Neither the Depositor, nor the Owner Trustee shall exercise its right to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder (or the provision in a private offering of disclosure comparable to
that required under the Securities Act). The Owner Trustee acknowledges that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection therewith, the Owner
Trustee shall cooperate fully with the Depositor to deliver to the Depositor
(including any of its assignees or designees), any and all statements, reports,
certifications, records, attestations, and any other information necessary in
the good faith determination of the Depositor, to permit the Depositor to comply
with the provisions of Regulation AB.

                            [SIGNATURE PAGE FOLLOWS]


                                      -21-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

                                       SLC STUDENT LOANS RECEIVABLES I,
                                         INC., as Depositor


                                       By
                                         -------------------------------------
                                          Name:
                                          Title:



                                       ____________,
                                          as Owner Trustee


                                       By
                                         -------------------------------------
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT A

                            FORM OF TRUST CERTIFICATE

      THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY
OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER
HEREOF UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS.
THE TRANSFER OF THIS TRUST CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE
TRANSFEREE HAS DELIVERED TO THE TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION
3.04 OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE TRUSTEE WITH
EVIDENCE SATISFACTORY TO THE TRUSTEE DEMONSTRATING THE TRANSFEREE'S COMPLIANCE
WITH THE NET WORTH REQUIREMENTS OF SECTION 3.04 OF THE TRUST AGREEMENT.

                                TRUST CERTIFICATE
                       OF SLC STUDENT LOAN TRUST 200__-__

Certificate No.[__]

      This certifies that [_________] is the owner of a [__]% undivided
beneficial interest in the assets of SLC Student Loan Trust 200_ - _, a Delaware
statutory trust (the "Trust"), existing pursuant to an amended and restated
trust agreement, dated as of ______, 200__ (the "Trust Agreement"), between
____________, as trustee (the "Trustee"), and SLC Student Loan Receivables I,
Inc. (the "Depositor"). This Trust Certificate is issued pursuant to and is
entitled to the benefits of the Trust Agreement, and each Owner by acceptance
hereof shall be bound by the terms of the Trust Agreement. Reference is hereby
made to the Trust Agreement for a statement of the rights and obligations of the
Owner hereof. The Trustee may treat the person shown on the register maintained
by the Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute
Owner hereof for all purposes.

      Capitalized terms used herein without definition have the meanings
ascribed to them in or by reference in the Trust Agreement.

      Transfer of this Trust Certificate is subject to certain restriction and
limitations set forth in the Trust Agreement. In the manner more fully set forth
in, and as limited by, the Trust Agreement, this Trust Certificate may be
transferred upon the books of the Trust by the registered Owner in person or by
his attorney duly authorized in writing upon surrender of this Trust Certificate
to the Trustee accompanied by a written instrument of transfer and with such
signature guarantees and evidence of authority of the Persons signing the
instrument of transfer as the Trustee may reasonably require, whereupon the
Trust shall issue in the name of the


                                       A-1
<PAGE>

transferee a Trust Certificate or Trust Certificates evidencing the amount and
extent of interest of the transferee.

      The Owner hereof, by its acceptance of this Trust Certificate, warrants
and represents to the Trustee and to the Owners of the other Trust Certificates
issued under the Trust Agreement and agrees [(a) that it is jointly and
severally liable for all fees, expenses, taxes, indemnity payments and other
charges of the Trust pursuant to the Trust Agreement, (b)] not to transfer this
Trust Certificate except in accordance with the Trust Agreement and (c) that is
bound by the terms of the Trust Agreement, including, without limitation,
Sections 8.01 and 8.02 thereof.

      This Trust Certificate and the Trust Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the State of Delaware
(excluding conflict of law rules).


                                      A-2
<PAGE>





      IN WITNESS WHEREOF, the Trust, pursuant to the Trust Agreement, has caused
this Trust Certificate to be issued as of the date hereof.

                                       SLC STUDENT LOAN TRUST 200__-__


                                       By: ____________,
                                           not in its individual capacity but
                                           solely as Trustee

                                       By
                                         -------------------------------------
                                          Name:
                                          Title:


                                      A-3
<PAGE>

                                    EXHIBIT B

                           FORM OF ACCESSION AGREEMENT

                                                             _____________, 20__

____________
[Address]


Dear Sirs:

      We refer to the Amended and Restated Trust Agreement, dated as of ______,
200__ (the "Trust Agreement"), between SLC Student Loan Receivables I, Inc. (the
"Company"), and ____________, a Delaware banking corporation (in its capacity as
trustee thereunder, the "Trustee"). We propose to purchase a beneficial interest
in SLC Student Loan Trust 200__-__, a Delaware statutory trust (the "Trust")
formed pursuant to the Trust Agreement. Capitalized terms used herein without
definition have the meanings given them in the Trust Agreement.

1.    We hereby confirm that at the date hereof our net worth exceeds the
      minimums set forth in Section 3.04 of the Trust Agreement.

2     [We hereby further agree, as provided and to the extent specified in
      the Trust Agreement, to be jointly and severally liable with any other
      holders of trust certificates with respect to the Trust for all fees,
      expenses, taxes, indemnity payments and other liabilities of the Trust in
      accordance with the terms of the Trust Agreement, including, pursuant to
      Sections 8.01 and 8.02 thereof, those incurred by ____________
      in its capacity as Trustee in the administration of the Trust thereunder,
      to the extent such fees, expenses, taxes, indemnity payments and other
      liabilities of the Trust or the Trustee, as the case may be, with respect
      to the Trust, are not paid out of the Trust Estate; provided, however,
      that we will be liable only for obligations of the Trust arising on and
      after the date hereof.]

3.    We understand that our Trust Certificate is not being registered
      under the Securities Act of 1933, as amended (the "1933 Act"), or any
      state securities or "Blue Sky" law and is being sold to us in a
      transaction that is exempt from the registration requirements of the 1933
      Act and any applicable state laws.

4.    We have knowledge and experience in financial and business matters as
      to be capable of evaluating the merits and risks of an investment in the
      Trust, we are able to bear the economic risk of investment in the Trust
      and we are an accredited investor as defined in Regulation D under the
      1933 Act.


                                      B-1
<PAGE>

5.    We are acquiring our Trust Certificate for our own account and not for
      the benefit of any other person and not with a view to any distribution of
      our beneficial interest in the Trust subject, nevertheless, to the
      understanding that disposition of our property shall at all times be and
      remain within our control.

6.    We agree that our beneficial interest in the Trust must be held
      indefinitely by us unless subsequently registered under the 1933 Act and
      any applicable state securities or "Blue Sky" law or unless exemptions
      from the registration requirements of the 1933 Act and applicable state
      laws are available.

7.    We agree that in the event that at some future time we wish to
      dispose of or exchange any of our beneficial interest in the Trust, we
      will not transfer or exchange any of our beneficial interest in the Trust
      unless:

      (A) (1) if such transfer or exchange is a sale, the sale price is at least
$250,000, (2) the transfer or exchange is made to an Eligible Purchaser (as
defined below), (3) a letter to substantially the same effect as this letter is
executed promptly by such Eligible Purchaser or by an Eligible Dealer (as
defined below) on behalf of such Eligible Purchaser (4) all offers or
solicitations in connection with the sale (if a sale), whether made directly or
through any agent acting on our behalf, are limited only to Eligible Purchasers
and are not made by means of any form of general solicitation or general
advertising whatsoever and (5) the Trustee has received an Opinion of Counsel to
the effect that such transfer will not cause the Trust to be treated for U.S.
federal income tax purposes as an association (or publicly-traded partnership)
taxable as a corporation, and will not adversely affect the federal income tax
treatment of the Noteholders in any material respect; or

      (B) our beneficial interest in the Trust is sold in a transaction that
does not require registration under the 1933 Act and any applicable State "Blue
Sky" law.

      "Eligible Purchaser" means an Eligible Dealer or a corporation,
partnership or other entity which we have reasonable grounds to believe and do
believe can make representations with respect to itself to substantially the
same effect as the representations set forth herein.

      "Eligible Dealer" means any corporation or other entity having as a
principal business acting as a broker or dealer in securities.

8.    We understand that our Trust Certificate bears a legend to
      substantially the following effect:

THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD
OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF UNLESS IN THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS. THE TRANSFER OF THIS TRUST
CERTIFICATE WILL NOT BE EFFECTIVE UNLESS THE


                                      B-2
<PAGE>

TRANSFEREE HAS DELIVERED TO THE TRUSTEE A LETTER IN THE FORM REQUIRED BY SECTION
3.04 OF THE TRUST AGREEMENT AND THE TRANSFEREE PROVIDES THE TRUSTEE WITH
EVIDENCE SATISFACTORY TO THE TRUSTEE DEMONSTRATING THE TRANSFEREE'S COMPLIANCE
WITH THE NET WORTH REQUIREMENTS OF SECTION 3.04 OF THE TRUST AGREEMENT.

9.    It is not (i) an employee benefit plan, retirement arrangement,
      individual retirement account or Keogh plan subject to either Title I of
      the Employee Retirement Income Security Act of 1974, as amended, or
      Section 4975 of the Code, or (2) an entity (including an insurance company
      general account) whose underlying assets include plan assets by reason of
      the investment by such plans, arrangements or accounts in any such entity.

10.   It is a U.S. Person as defined in Section 7701(a)(30) of the Code.

11.   We agree to be bound by all the terms and  conditions  of our Trust
      Certificate and the Trust Agreement.


                                     Very truly yours,

                                     ------------------------------
                                     [Name of Purchaser]

                                       By
                                         -------------------------------------
                                          Name:
                                          Title:

Accepted and Acknowledged
this ___ day of ____________, 20__.


________________________________,
            as Trustee

By
  -------------------------------------
   Name:
   Title:


                                      B-3
<PAGE>


                                    EXHIBIT C

                      OWNER TRUSTEE COMPENSATION AGREEMENT




                                      C-1