EXHIBIT 4.1

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                                    INDENTURE


                                      among


                         SLC STUDENT LOAN TRUST 2004-1,
                                 as the Issuer,

                                 CITIBANK, N.A.,
                       not in its individual capacity but
                      solely as the Eligible Lender Trustee

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                       not in its individual capacity but
                         solely as the Indenture Trustee


                                       and


                                 CITIBANK, N.A.,
                       not in its individual capacity but
                      solely as the Indenture Administrator
                    acting as agent for the Indenture Trustee


                          Dated as of November 23, 2004






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                                TABLE OF CONTENTS

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                                                                                          Page

                                    ARTICLE I

                              Definitions and Usage

<S>              <C>                                                                      <C>
Section 1.1      Definitions and Usage.......................................................2
Section 1.2      Incorporation by Reference of Trust Indenture Act...........................2


                                   ARTICLE II

                                    The Notes

Section 2.1      Form........................................................................3
Section 2.2      Execution, Authentication and Delivery......................................3
Section 2.3      Temporary Notes.............................................................4
Section 2.4      Registration; Registration of Transfer and Exchange.........................4
Section 2.5      Mutilated, Destroyed, Lost or Stolen Notes..................................5
Section 2.6      Persons Deemed Owner........................................................6
Section 2.7      Payment of Principal and Interest; Note Interest Shortfall..................6
Section 2.8      Cancellation................................................................7
Section 2.9      Release of Collateral.......................................................7
Section 2.10     Book-Entry Notes............................................................7
Section 2.11     Notices to Clearing Agency..................................................9
Section 2.12     Definitive Notes............................................................9
Section 2.13     Certain Tax Forms and Treatment.............................................9


                                   ARTICLE III

                           Covenants; REPRESENTATIONS

Section 3.1      Payments to Noteholders....................................................10
Section 3.2      Maintenance of Office or Agency............................................10
Section 3.3      Money for Payments to Be Held in Trust.....................................11
Section 3.4      Existence..................................................................12
Section 3.5      Protection of Indenture Trust Estate.......................................13
Section 3.6      Opinions as to Indenture Trust Estate......................................13
Section 3.7      Performance of Obligations; Servicing of Trust Student Loans...............13
Section 3.8      Negative Covenants.........................................................16
Section 3.9      Annual Statement as to Compliance..........................................17
Section 3.10     Issuer May Consolidate, etc., Only on Certain Terms........................17
Section 3.11     Successor or Transferee....................................................19
Section 3.12     No Other Business..........................................................19
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<S>              <C>                                                                      <C>
Section 3.13     No Borrowing...............................................................19
Section 3.14     Obligations of Servicer and Administrator..................................19
Section 3.15     Guarantees, Loans, Advances and Other Liabilities..........................19
Section 3.16     Capital Expenditures.......................................................19
Section 3.17     Restricted Payments........................................................19
Section 3.18     Notice of Events of Default................................................20
Section 3.19     Further Instruments and Acts...............................................20
Section 3.20     Taxes......................................................................20
Section 3.21     Representations of the Issuer Regarding the Indenture Trustee's
                  Security Interest.........................................................20
Section 3.22     Covenants of the Issuer Regarding the Indenture Trustee's Security
                  Interest..................................................................21


                                   ARTICLE IV

                           Satisfaction and Discharge

Section 4.1      Satisfaction and Discharge of Indenture....................................22
Section 4.2      Application of Trust Money.................................................23
Section 4.3      Repayment of Moneys Held by Paying Agent...................................23
Section 4.4      Auction of Trust Student Loans.............................................23


                                    ARTICLE V

                                    Remedies

Section 5.1      Events of Default..........................................................24
Section 5.2      Acceleration of Maturity; Rescission and Annulment.........................25
Section 5.3      Collection of Indebtedness and Suits for Enforcement by Indenture
                  Trustee...................................................................26
Section 5.4      Remedies; Priorities.......................................................28
Section 5.5      Optional Preservation of the Trust Student Loans...........................29
Section 5.6      Limitation of Suits........................................................29
Section 5.7      Unconditional Rights of Noteholders to Receive Principal and Interest......30
Section 5.8      Restoration of Rights and Remedies.........................................30
Section 5.9      Rights and Remedies Cumulative.............................................31
Section 5.10     Delay or Omission Not a Waiver.............................................31
Section 5.11     Control by Noteholders.....................................................31
Section 5.12     Waiver of Past Defaults....................................................31
Section 5.13     Undertaking for Costs......................................................32
Section 5.14     Waiver of Stay or Extension Laws...........................................32
Section 5.15     Action on Notes............................................................32
Section 5.16     Performance and Enforcement of Certain Obligations.........................32
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                                   ARTICLE VI

                              The Indenture Trustee
<S>              <C>                                                                      <C>
Section 6.1      Duties of Indenture Trustee................................................33
Section 6.2      Rights of Indenture Trustee and Indenture Administrator....................34
Section 6.3      Individual Rights of Indenture Trustee and Indenture Administrator.........36
Section 6.4      Disclaimer.................................................................36
Section 6.5      Notice of Defaults.........................................................36
Section 6.6      Reports by Indenture Administrator to Noteholders..........................36
Section 6.7      Compensation and Indemnity.................................................37
Section 6.8      Replacement of Indenture Trustee...........................................37
Section 6.9      Replacement of Indenture Administrator.....................................38
Section 6.10     Successor Indenture Trustee by Merger......................................39
Section 6.11     Appointment of Co-Trustee or Separate Trustee..............................39
Section 6.12     Eligibility; Disqualification..............................................41
Section 6.13     Preferential Collection of Claims Against the Issuer.......................41


                                   ARTICLE VII

                         Noteholders' Lists and Reports

Section 7.1      Issuer to Furnish Indenture Administrator and Indenture Trustee Names
                  and Addresses of Noteholders..............................................41
Section 7.2      Preservation of Information; Communications to Noteholders.................41
Section 7.3      Reports by Issuer..........................................................42


                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

Section 8.1      Collection of Money........................................................42
Section 8.2      Trust Accounts.............................................................43
Section 8.3      General Provisions Regarding Accounts......................................43
Section 8.4      Release of Indenture Trust Estate..........................................44
Section 8.5      Opinion of Counsel.........................................................44


                                   ARTICLE IX

                             Supplemental Indentures

Section 9.1      Supplemental Indentures without Consent of Noteholders.....................45
Section 9.2      Supplemental Indentures with Consent of Noteholders........................46
Section 9.3      Execution of Supplemental Indentures.......................................47
Section 9.4      Effect of Supplemental Indenture...........................................47
Section 9.5      Conformity with Trust Indenture Act........................................47
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<S>              <C>                                                                      <C>
Section 9.6      Reference in Notes to Supplemental Indentures..............................48


                                    ARTICLE X

                               Redemption of Notes

Section 10.1     Redemption.................................................................48
Section 10.2     Form of Redemption Notice..................................................48
Section 10.3     Notes Payable on Redemption Date...........................................49


                                   ARTICLE XI

                                  Miscellaneous

Section 11.1     Compliance Certificates and Opinions, etc..................................49
Section 11.2     Form of Documents Delivered to Indenture Trustee or Indenture
                  Administrator.............................................................51
Section 11.3     Acts of Noteholders........................................................51
Section 11.4     Notices, etc...............................................................52
Section 11.5     Notices to Noteholders; Waiver.............................................53
Section 11.6     Alternate Payment and Notice Provisions....................................53
Section 11.7     Conflict with Trust Indenture Act..........................................53
Section 11.8     Effect of Headings and Table of Contents...................................54
Section 11.9     Successors and Assigns.....................................................54
Section 11.10    Separability...............................................................54
Section 11.11    Benefits of Indenture......................................................54
Section 11.12    Legal Holidays.............................................................54
Section 11.13    GOVERNING LAW..............................................................54
Section 11.14    Counterparts...............................................................54
Section 11.15    Recording of Indenture.....................................................54
Section 11.16    Trust Obligations..........................................................54
Section 11.17    No Petition................................................................55
Section 11.18    Inspection.................................................................55
Section 11.19    Indenture Administrator as Agent of Indenture Trustee......................55
Section 11.20    Payments of Taxes and Other Governmental Charges...........................56
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                       APPENDICES, SCHEDULES AND EXHIBITS

APPENDIX A        Definitions and Usage

SCHEDULE A        Schedule of Trust Student Loans
SCHEDULE B        Location of Trust Student Loan Files

EXHIBIT A         Form of Note
EXHIBIT B         Form of Note Depository Agreement


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            INDENTURE, dated as of November 23, 2004, among SLC STUDENT LOAN
TRUST 2004-1, a Delaware statutory trust (the "Issuer"), CITIBANK, N.A., a
national banking association, not in its individual capacity but solely as
eligible lender trustee on behalf of the Issuer (in such capacity, the "Eligible
Lender Trustee"), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, not in its individual capacity but solely as indenture trustee (in
such capacity, the "Indenture Trustee"), and CITIBANK, N.A., a national banking
association, not in its individual capacity but solely as indenture
administrator (in such capacity, the "Indenture Administrator").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Issuer's Student Loan
Asset-Backed Notes (the "Notes"):

                                 GRANTING CLAUSE

            The Issuer and, with respect to the Trust Student Loans, the
Eligible Lender Trustee hereby Grant to the Indenture Trustee, as trustee for
the benefit of the Noteholders, effective as of the Closing Date all of their
right, title and interest in and to the following:

            (a) the Trust Student Loans, and all obligations of the Obligors
thereunder including all moneys accrued and paid thereunder on or after the
Cutoff Date and all guaranties and other rights relating to the Trust Student
Loans;

            (b) the Servicing Agreement, including the right of the Issuer to
cause the Servicer to purchase Trust Student Loans from the Issuer under
circumstances described therein;

            (c) the Sale Agreement, including the right of the Issuer to cause
the Depositor to repurchase Trust Student Loans from the Issuer under the
circumstances described therein and including the rights of the Depositor under
the Purchase Agreements;

            (d) the Purchase Agreement, to the extent that the rights of the
Depositor thereunder have been assigned to the Issuer pursuant to the Sale
Agreement, including the right of the Depositor to cause SLC to repurchase Trust
Student Loans from the Depositor under the circumstances described in the
Purchase Agreement;

            (e) the Administration Agreement;

            (f) each Guarantee Agreement, including the right of the Issuer to
cause the related Guarantor to make Guarantee Payments in respect of the Trust
Student Loans;

            (g) the Trust Accounts and all funds on deposit from time to time in
the Trust Accounts, including the Reserve Account Initial Deposit, the
Capitalized Interest Account Initial Deposit and the Collection Account Initial
Deposit, if any, and all investments and proceeds thereof (including all income
thereon); and

            (h) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the

<PAGE>

conversion, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, general intangibles, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

            The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.

            The Indenture Trustee, as indenture trustee on behalf of the
Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively protected.

                                    ARTICLE I

                              DEFINITIONS AND USAGE

            Section 1.1 Definitions and Usage. Except as otherwise specified
herein or as the context may otherwise require, capitalized terms used but not
otherwise defined herein are defined in Appendix A to this Indenture, which also
contains rules as to usage that shall be applicable herein.

            Section 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

            "Commission"  means the  United  States  Securities  and  Exchange
Commission.

            "indenture securities" means the Notes.

            "indenture security holder" means a Noteholder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

            "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meaning assigned to them by such definitions.



                                       2
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                                   ARTICLE II

                                    THE NOTES

            Section 2.1 Form. The Notes, together with the Indenture
Administrator's certificate of authentication, shall be in substantially the
forms set forth in Exhibit A, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the Issuer, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

            The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

            The terms of the Notes set forth in Exhibit A are part of the terms
of this Indenture.

            Each class of Notes will be represented by interests in a book-entry
note certificate deposited on the Closing Date with the Indenture Administrator,
as custodian for DTC (the "DTC Custodian"), and registered in the name of Cede &
Co. as initial nominee for DTC.

            Section 2.2 Execution, Authentication and Delivery. The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

            Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

            The Indenture Administrator shall upon receipt of an Issuer Order
authenticate and deliver Notes for original issue in an aggregate principal
amount of $1,485,547,000. The aggregate principal amount of Notes Outstanding at
any time may not exceed such amount except as provided in Section 2.5.

            Each Note shall be dated the date of its authentication. The Class A
Notes shall be issuable as registered notes in minimum denominations of $10,000
and additional increments of $1,000. The Class B Notes shall be issuable as
registered notes in minimum denominations of $100,000 and additional increments
of $1,000.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Administrator by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.



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            Section 2.3 Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture determined to be appropriate
by the Responsible Officer of the Issuer executing the temporary Notes, as
evidenced by his or her execution of such temporary Notes.

            If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Administrator shall authenticate and deliver in
exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

            Section 2.4 Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Indenture Administrator shall be "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Note Registrar.

            If a Person other than the Indenture Administrator is appointed by
the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee and
the Indenture Administrator prompt written notice of the appointment of such
Note Registrar and of the location, and any change in the location, of the Note
Register, and the Indenture Trustee and the Indenture Administrator shall have
the right to inspect the Note Register at all reasonable times and to obtain
copies thereof, and the Indenture Administrator shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.

            Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, if
the requirements of Section 8-401(1) of the UCC are met, the Issuer shall
execute, and the Indenture Administrator shall authenticate and the Noteholder
shall obtain from the Indenture Administrator, in the name of the designated
transferee or transferees, one or more new Notes in any authorized denominations
and a like aggregate principal amount.

            At the option of the Noteholder, Notes may be exchanged for other
Notes in any authorized denominations and a like aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Notes are so surrendered for exchange, the Issuer shall execute, and the
Indenture Administrator shall authenticate and the Noteholder


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shall obtain from the Indenture Administrator, the Notes which the Noteholder
making the exchange is entitled to receive.

            All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

            Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Administrator duly executed by
the Noteholder thereof or such Noteholder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar, which requirements include membership or
participation in Securities Transfer Agent's Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Exchange Act.

            No service charge shall be made to a Noteholder for any registration
of transfer or exchange of Notes, but the Indenture Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any
transfer.

            The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register transfers
or exchanges of Notes selected for redemption or of any Note for a period of 15
days preceding the due date for any payment with respect to the Note.

            Any transfer or assignment of any Note or any interest in any Note
that is not effected pursuant to the provisions of this Indenture, such as a
transfer or assignment not reflected on the Note Register, shall be null and
void and shall not be taken into account by, or be binding upon, the Indenture
Trustee or any other party.

            Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Administrator, or the Indenture
Administrator receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Issuer and the Indenture
Administrator such security or indemnity as may be required by each of them to
hold the Issuer and the Indenture Administrator harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Indenture Administrator that
such Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute and
upon its request the Indenture Administrator shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within 15 days shall be due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Redemption Date without surrender thereof. If, after
the delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of
the


                                       5
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original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer, the Indenture Trustee and the Indenture
Administrator shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or
any assignee of such Person, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

            Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Noteholder thereof of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee and the Indenture Administrator) connected therewith.

            Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

            Section 2.6 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Indenture Administrator and any agent of the Issuer, the Indenture Trustee or
the Indenture Administrator may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of, interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.

            Section 2.7 Payment of Principal and Interest; Note Interest
Shortfall. (a) The Notes shall accrue interest as provided in the forms of Notes
in Exhibit A and such interest shall be payable on each Distribution Date as
specified therein, subject to Section 3.1. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly provided
for by the Issuer on the applicable Distribution Date shall be paid to the
Person in whose name such Note (or one or more Predecessor Notes) is registered
on the applicable Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the Note Register on such Record Date (or
by wire transfer in immediately available funds to the account provided by such
Person), except that, unless Definitive Notes have been issued pursuant to
Section 2.12, with respect to Notes registered on the Record Date in the name of
the nominee of the applicable Clearing Agency, for the Notes (initially, such
nominee to be Cede & Co.), payment shall be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a
Distribution Date or on the Note Final Maturity Date for such Note which shall


                                       6
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be payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3.

            (b) The principal amount of each class of Notes shall be payable in
installments on each Distribution Date as provided in the forms of Notes set
forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal
amount of each class of the Notes shall be due and payable, if not previously
paid, on the Note Final Maturity Date for such class of Notes and on the date on
which an Event of Default shall have occurred and be continuing if the Indenture
Trustee or the Noteholders of the Notes representing at least a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2. All principal payments on the
Notes shall be made pro rata to the specific class of Noteholders entitled
thereto. The Indenture Administrator shall notify the Person in whose name a
Note is registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.

            (c) If the Issuer defaults in a payment of interest at the
applicable Note Rate on the Notes, the Issuer shall pay the resulting Note
Interest Shortfall on the following Distribution Date as provided in the
Administration Agreement.

            Section 2.8 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Administrator, be delivered to the Indenture
Administrator and shall be promptly cancelled by the Indenture Administrator.
The Issuer may at any time deliver to the Indenture Administrator for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever and all Notes so delivered
shall be promptly cancelled by the Indenture Administrator. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All canceled
Notes may be held or disposed of by the Indenture Administrator in accordance
with its standard retention or disposal policy as in effect at the time, unless
the Issuer shall direct by an Issuer Order that they be returned to it and so
long as such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Administrator.

            Section 2.9 Release of Collateral. Subject to Section 11.1 and the
terms of the Basic Documents, the Indenture Trustee shall release property from
the lien of this Indenture only upon (i) delivery to each Rating Agency of a
written notice stating the reason for such release and (ii) receipt of an Issuer
Request accompanied by an Officers' Certificate of the Issuer, an Opinion of
Counsel and Independent Certificates in accordance with TIA ss.ss. 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates.

            Section 2.10 Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to


                                       7
<PAGE>

The Depository Trust Company, as initial Clearing Agency, by the Issuer, or on
behalf of the Issuer. Such Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Note Owner shall receive a definitive, fully registered note (a
"Definitive Note") representing such Note Owner's interest in such Note, except
as provided in Section 2.12. Unless and until Definitive Notes have been issued
to Note Owners pursuant to Section 2.12:

            (i) the provisions of this Section shall be in full force and
      effect;

            (ii) the Note Registrar, the Indenture Administrator and the
      Indenture Trustee, and their respective directors, officers, employees and
      agents, may deal with the applicable Clearing Agency for all purposes
      (including the payment of principal of and interest and other amounts on
      the Notes) as the authorized representative of the Note Owners;

            (iii) to the extent that the provisions of this Section conflict
      with any other provisions of this Indenture, the provisions of this
      Section shall control;

            (iv) the rights of Note Owners shall be exercised only through the
      applicable Clearing Agency and shall be limited to those established by
      law and agreements between such Note Owners and the applicable Clearing
      Agency and/or the applicable Clearing Agency Participants pursuant to the
      Note Depository Agreement; and unless and until Definitive Notes are
      issued pursuant to Section 2.12, the initial Clearing Agency will make
      book-entry transfers among the applicable Clearing Agency Participants and
      receive and transmit payments of principal of and interest and other
      amounts on the Notes to such applicable Clearing Agency Participants;

            (v) whenever this Indenture requires or permits actions to be taken
      based upon instructions or directions of Noteholders of Notes evidencing a
      specified percentage of the Outstanding Amount of the Notes, the
      applicable Clearing Agency shall be deemed to represent such percentage
      only to the extent that it has received instructions to such effect from
      Note Owners and/or applicable Clearing Agency Participants owning or
      representing, respectively, such required percentage of the beneficial
      interest in the Notes and has delivered such instructions to the Indenture
      Administrator and the Indenture Trustee; and

            (vi) upon acquisition or transfer of a beneficial interest in any
      Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note
      Owner shall be deemed to have represented that such acquisition or
      purchase will not constitute or otherwise result in: (i) in the case of a
      Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code,
      a prohibited transaction in violation of Section 406 of ERISA or Section
      4975 of the Code which is not covered by a class or other applicable
      exemption and (ii) in the case of a Benefit Plan subject to a
      substantially similar federal, state, local or foreign law, a non-exempt
      violation of such substantially similar law. Any transfer found to have
      been made in violation of such deemed representation shall be null and
      void and of no effect.



                                       8
<PAGE>

            Section 2.11 Notices to Clearing Agency. Whenever a notice or other
communication is required under this Indenture to be given to Noteholders,
unless and until Definitive Notes shall have been issued to Note Owners pursuant
to Section 2.12, the Indenture Administrator or the Indenture Trustee, as the
case may be, shall give all such notices and communications specified herein to
the applicable Clearing Agency.

            Section 2.12 Definitive Notes. If (i) the Administrator advises the
Indenture Administrator in writing that a Clearing Agency (a) is closed for
business for a continuous period of 14 days (other than by reason of holiday,
statutory or otherwise), (b) announces an intention to cease business
permanently (or does so and no alternative clearing system acceptable to the
Indenture Administrator is then available), or (c) at any time, is unwilling or
unable to continue as, or ceases to be, a clearing agency registered under all
applicable laws, and a successor clearing agency which is registered as a
clearing agency under all applicable laws is not appointed by the Administrator
within 90 days of such event, (ii) the Administrator at its option advises the
Indenture Administrator in writing that it elects to terminate the book-entry
system through that Clearing Agency or (iii) after the occurrence of an Event of
Default, a Servicer Default or an Administrator Default, Note Owners
representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the applicable Notes advise the applicable Clearing Agency
(which shall then notify the Indenture Trustee) in writing that the continuation
of a book-entry system through such Clearing Agency is no longer in the best
interests of such Note Owners, then the Indenture Administrator shall cause such
Clearing Agency to notify all Note Owners cleared, through such Clearing Agency,
of the occurrence of any such event and of the availability of Definitive Notes
to Note Owners requesting the same. Upon surrender to the Indenture
Administrator of the typewritten Notes representing the Book-Entry Notes by a
Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Administrator shall authenticate the Definitive Notes
in accordance with the instructions of such Clearing Agency, which shall
include, without limitation, the identity and payment instructions for all
Noteholders of the applicable Notes. None of the Issuer, the Note Registrar, the
Indenture Trustee or the Indenture Administrator shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee, the Indenture Administrator and the Note Registrar
shall recognize the holders of the Definitive Notes as Noteholders.

            Upon acquisition or transfer of a Definitive Note by, for or with
the assets of, a Benefit Plan, such Note Owner shall be deemed to have
represented that such acquisition or purchase will not constitute or otherwise
result in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA or
Section 4975 of the Code, a prohibited transaction in violation of Section 406
of ERISA or Section 4975 of the Code which is not covered by a class or other
applicable exemption and (ii) in the case of a Benefit Plan subject to a
substantially similar law, a non-exempt violation of such substantially similar
law. Any transfer found to have been made in violation of such deemed
representation shall be null and void and of no effect.

            Section 2.13 Certain Tax Forms and Treatment. (a) Each Noteholder
and any beneficial owner of a Note, if required by law, shall timely furnish the
Issuer or its agents any U.S. federal income tax form or certification (such as
IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form
W-8IMY (Certification of Foreign Intermediary


                                       9
<PAGE>

Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer
Identification Number and Certification), or IRS Form W-8ECI (Certification of
Foreign Person's Claim for Exemption from Withholding on Income Effectively
Connected with Conduct of a U.S. Trade or Business) or any successors to such
IRS forms) that the Issuer or its agents may reasonably request and shall update
or replace such form or certification in accordance with its terms or its
subsequent amendments. The Noteholder understands that the Issuer may require
certification acceptable to it (i) to permit the Issuer to make payments to it
without, or at a reduced rate of, withholding or (ii) to enable the Issuer to
qualify for a reduced rate of withholding or back-up withholding in any
jurisdiction from or through which the Issuer receives payments on its assets.
The Noteholder agrees to provide any such certification that is requested by the
Issuer.

            (b) The Issuer, the Owner Trustee, the Depositor, the Indenture
Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S.
federal, state and local income and franchise tax purposes and further agree not
to take any action inconsistent with such treatment, unless required by law.

            (c) It is intended that the Trust be classified for U.S. federal
income tax purposes as a grantor trust or an entity disregarded from its owner,
and not as an association (or publicly traded partnership) taxable as a
corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall
cause the Trust to be treated as an association taxable as a corporation for
U.S. federal income tax purposes. No election shall be made to treat the Trust
as an association taxable as a corporation without the unanimous consent of all
Noteholders.

            (d) The Administrator shall on behalf of the Issuer prepare, execute
and timely file (or cause to be prepared, appropriately executed and timely
filed) all federal, state and local tax and information returns, reports,
information, statements and schedules required to be filed by or in respect of
the Issuer, in accordance with this Indenture and as may be required under
applicable tax laws.

                                   ARTICLE III

                           COVENANTS; REPRESENTATIONS

            Section 3.1 Payments to Noteholders. The Issuer shall duly and
punctually pay the principal and interest, if any, with respect to the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing, the Issuer shall cause to be distributed to Noteholders in accordance
with the Administration Agreement that portion of the amounts on deposit in the
Trust Accounts on a Distribution Date (other than any Eligible Investments
deposited therein that will mature on the Business Day preceding a subsequent
Distribution Date) which the Noteholders are entitled to receive pursuant to
Sections 2.7 and 2.8 of the Administration Agreement. Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

            Section 3.2 Maintenance of Office or Agency. The Issuer shall
maintain in the Borough of Manhattan, The City of New York and in Ireland, so
long as any of the Notes are listed on the Irish Stock Exchange and the rules of
such exchange so require, or in such other


                                       10
<PAGE>

jurisdiction if any of the Notes are listed on another stock exchange of
international standing and the rules of such other exchange so require, an
office or agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. The Issuer hereby initially appoints the
Indenture Administrator and McCann FitzGerald Listing Services Limited, Dublin,
Ireland, respectively, to serve as its agents for the foregoing purposes. The
Issuer shall give prompt written notice to the Indenture Trustee of the
locations, and of any change in the locations, of any such offices or agencies.
If at any time the Issuer shall fail to maintain any such offices or agencies or
shall fail to furnish the Indenture Trustee with the addresses thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.

            Section 3.3 Money for Payments to Be Held in Trust. As provided in
Section 8.2(a) and (b), all payments of amounts due and payable with respect to
any Notes that are to be made from amounts distributed from the Collection
Account or the Reserve Account pursuant to Sections 2.7 and 2.8 of the
Administration Agreement shall be made on behalf of the Issuer by the Indenture
Administrator or by another Paying Agent, and no amounts so distributed from the
Collection Account for payments to Noteholders shall be paid over to the Issuer
except as provided in this Section.

            On or before the Business Day next preceding each Distribution Date
and Redemption Date, the Issuer shall distribute or cause to be distributed to
the Indenture Administrator (or any other Paying Agent) an aggregate sum
sufficient to pay the amounts then becoming due under the Notes, such sum to be
held in trust for the benefit of the Persons entitled thereto and shall promptly
notify the Indenture Trustee and (unless the Paying Agent is the Indenture
Trustee), the Indenture Administrator, of its action or failure so to act.

            The Issuer shall cause each Paying Agent other than the Indenture
Administrator and the Indenture Trustee to execute and deliver to the Indenture
Trustee an instrument in which such Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent will:

            (i) hold all sums held by it for the payment of amounts due with
      respect to the Notes in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided and pay such sums to such Persons as herein
      provided;

            (ii) give the Indenture Trustee notice of any default by the Issuer
      of which a Responsible Officer of the Paying Agent has actual knowledge
      (or any other obligor upon the Notes) in the making of any payment
      required to be made with respect to the Notes;

            (iii) at any time during the continuance of any such default, upon
      the written request of the Indenture Trustee, forthwith pay to the
      Indenture Trustee all sums so held in trust by such Paying Agent;



                                       11
<PAGE>

            (iv) immediately resign as a Paying Agent and forthwith pay to the
      Indenture Trustee all sums held by it in trust for the payments due under
      the Notes if at any time it ceases to meet the standards required to be
      met by a Paying Agent at the time of its appointment; and

            (v) comply with all requirements of the Code with respect to the
      withholding from any payments made by it on any Notes of any applicable
      withholding taxes imposed thereon and with respect to any applicable
      reporting requirements in connection therewith.

            The Indenture Administrator, as the initial Paying Agent, hereby
agrees to the provisions of clauses (i) through (v) above.

            The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Administrator all sums
held in trust by such Paying Agent, such sums to be held by the Indenture
Administrator upon the same trusts as those upon which the sums were held by
such Paying Agent; and upon such payment by any Paying Agent to the Indenture
Administrator, such Paying Agent shall be released from all further liability
with respect to such money.

            Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Administrator or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and be paid to the Issuer on Issuer Request or if the Issuer has been
terminated to the Depositor upon its written request; and the Noteholder thereof
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee, the Indenture Administrator or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Administrator or such Paying Agent, before being
required to make any such repayment, shall at the expense and direction of the
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, or in such other jurisdiction if any of the Notes are
listed on another stock exchange of international standing and the rules of such
other exchange so require, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer. The Indenture Administrator shall also adopt and
employ, at the expense of the Issuer, any other reasonable means of notification
of such repayment (including mailing notice of such repayment to Noteholders
whose Notes have been called but have not been surrendered for redemption or
whose right to or interest in moneys due and payable but not claimed is
determinable from the records of the Indenture Trustee, the Indenture
Administrator or any Paying Agent, at the last address of record for each such
Noteholder).

            Section 3.4 Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of


                                       12
<PAGE>

the United States of America, in which case the Issuer shall keep in full effect
its existence, rights and franchises under the laws of such other jurisdiction)
and shall obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture, the Notes, the Collateral and
each other instrument or agreement included in the Indenture Trust Estate.

            Section 3.5 Protection of Indenture Trust Estate. The Issuer will
from time to time execute and deliver all such supplements and amendments
hereto, all such financing statements and continuation statements and will take
such other action necessary or advisable to:

            (i) maintain or preserve the lien and security interest (and the
      priority thereof) of this Indenture or carry out more effectively the
      purposes hereof;

            (ii) perfect, publish notice of or protect the validity of any grant
      made or to be made by this Indenture;

            (iii) enforce any of the Collateral; or

            (iv) preserve and defend title to the Indenture Trust Estate and the
      rights of the Indenture Trustee and the Noteholders in such Indenture
      Trust Estate against the claims of all persons and parties.

            The Issuer hereby designates the Indenture Administrator its agent
and attorney-in-fact to execute any financing statement, continuation statement
or other instrument required to be executed pursuant to this Section.

            Section 3.6 Opinions as to Indenture Trust Estate. (a) On the
Closing Date, the Issuer shall furnish to the Indenture Trustee and the
Indenture Administrator an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture as is necessary to perfect and make
effective the lien and security interest of this Indenture and reciting the
details of such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien and security interest effective.

            (b) On or before December 31 in each calendar year, beginning in
2004, the Issuer shall furnish to the Indenture Trustee and the Indenture
Administrator an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture and any indentures supplemental
hereto as is necessary to maintain the lien and security interest created by
this Indenture and relating the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, recording and refiling of this Indenture and any indentures supplemental
hereto that will, in the opinion of such counsel, be required to maintain the
lien and security interest of this Indenture until December 31 in the following
calendar year.

            Section 3.7 Performance of Obligations; Servicing of Trust Student
Loans. (a) The Issuer will not take any action and will use its best efforts not
to permit any action to be taken by others that would release any Person from
any of such Person's material covenants or


                                       13
<PAGE>

obligations under any instrument or agreement included in the Indenture Trust
Estate or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as expressly provided in this Indenture,
any other Basic Document or such other instrument or agreement.

            (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Administrator and the Indenture Trustee
in an Officers' Certificate of the Issuer shall be deemed to be action taken by
the Issuer; provided, however, the Issuer shall not be liable for any acts of
Persons with whom the Issuer has contracted with reasonable care. Initially, the
Issuer has contracted with the Servicer and the Administrator to assist the
Issuer in performing its duties under this Indenture. The Issuer shall give
written notice to the Indenture Administrator, the Indenture Trustee and each
Rating Agency of any such contract with any other Person.

            (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and the instruments and agreements included in the Indenture Trust
Estate, including filing or causing to be filed all UCC financing statements and
continuation statements prepared by the Issuer and required to be filed by the
terms of this Indenture and the Administration Agreement in accordance with and
within the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without the
consent of the Indenture Trustee or the Noteholders of at least a majority of
the Outstanding Amount of the Notes. The Issuer shall give written notice to
each Rating Agency of any waiver, amendment, modification, supplement or
termination that requires the consent of the Indenture Trustee or the
Noteholders of at least a majority of the Outstanding Amount of the Notes.

            (d) If a Responsible Officer of the Issuer shall have knowledge of
the occurrence of a Servicer Default or an Administrator Default under the
Servicing Agreement or the Administration Agreement, respectively, the Issuer
shall promptly notify the Indenture Trustee, the Indenture Administrator and the
Rating Agencies thereof, and shall specify in such notice the action, if any,
the Issuer is taking with respect to such default. If a Servicer Default shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Servicing Agreement, or an Administrator Default shall
arise from the failure of the Administrator to perform any of its duties or
obligations under the Administration Agreement, as the case may be, with respect
to the Trust Student Loans, the Issuer shall take all reasonable steps available
to it to enforce its rights under the Basic Documents in respect of such
failure.

            (e) As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers, pursuant to
Section 5.1 of the Servicing Agreement, or to the Administrator of the
Administrator's rights and powers, pursuant to Section 5.1 of the Administration
Agreement, the Issuer shall appoint a successor servicer (the "Successor
Servicer") or a successor administrator (the "Successor Administrator"),
respectively, and such Successor Servicer or Successor Administrator, as the
case may be, shall accept its appointment by a written assumption in a form
acceptable to the Indenture Administrator. In the event that a Successor
Servicer or Successor Administrator has not been appointed and accepted its

                                       14
<PAGE>

appointment at the time when the Servicer or Administrator, as the case may be,
ceases to act as Servicer or Administrator, respectively, the Indenture
Administrator without further action shall automatically be appointed the
Successor Servicer or Successor Administrator, as the case may be. The Indenture
Administrator may resign as the Successor Servicer or the Successor
Administrator by giving written notice of resignation to the Issuer and in such
event will be released from such duties and obligations, such release not to be
effective until the date a new servicer or a new administrator enters into an
agreement with the Issuer as provided below; provided, however, that nothing
herein shall require or permit the Indenture Administrator to act as Servicer,
or otherwise service the Trust Student Loans, in violation of the Higher
Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall
obtain a new servicer as the Successor Servicer under the Servicing Agreement or
a new administrator as the Successor Administrator under the Administration
Agreement, as the case may be. Any Successor Servicer or Successor
Administrator, other than the Indenture Administrator, shall (i) be an
established institution (A) that satisfies any requirements of the Higher
Education Act applicable to servicers and (B) whose regular business includes
the servicing or administration of student loans and (ii) enter into a servicing
agreement or an administration agreement, respectively, with the Issuer having
substantially the same provisions as the provisions of the Servicing Agreement
and the Administration Agreement, as applicable. If within 30 days after the
delivery of the notice referred to above, the Issuer shall not have obtained
such a new servicer or new administrator, as the case may be, the Indenture
Administrator may appoint, or may petition a court of competent jurisdiction to
appoint, a Successor Servicer or Successor Administrator; provided, however,
that such right to appoint or to petition for the appointment of any such
successor shall in no event relieve the Indenture Administrator from any
obligations otherwise imposed on it under the Basic Documents until such
successor has in fact assumed such appointment. In connection with any such
appointment, the Indenture Administrator may make such arrangements for the
compensation of such successor as it and such successor shall agree, subject to
the limitations set forth below and in the Servicing Agreement or Administration
Agreement, as applicable, and in accordance with Section 5.2 of the Servicing
Agreement and Section 5.2 of the Administration Agreement, the Issuer shall
enter into an agreement with such successor for the servicing or administration
of the Trust Student Loans (such agreement to be in form and substance
satisfactory to the Indenture Trustee). If the Indenture Administrator shall
succeed as provided herein to the Servicer's duties as Servicer with respect to
the Trust Student Loans, or the Administrator's duties with respect to the
Issuer and the Trust Student Loans, as the case may be, it shall do so in its
individual capacity and not in its capacity as Indenture Administrator and,
accordingly, the provisions of Article VI hereof shall be inapplicable to the
Indenture Trustee in its duties as the successor to the Servicer or the
Administrator, as the case may be, and the servicing or administration of the
Trust Student Loans. In case the Indenture Administrator shall become successor
to the Servicer or the Administrator, the Indenture Administrator shall be
entitled to appoint as Servicer or as Administrator, as the case may be, any one
of its Affiliates, provided that such appointment shall not affect or alter in
any way the liability of the Indenture Administrator as Successor Servicer or
Successor Administrator, respectively, in accordance with the
terms hereof.

            (f) Upon any termination of the Servicer's rights and powers
pursuant to the Servicing Agreement, or any termination of the Administrator's
rights and powers pursuant to the Administration Agreement, as the case may be,
the Issuer shall promptly notify the Indenture Administrator and each Rating
Agency. As soon as a Successor Servicer or a Successor


                                       15
<PAGE>

Administrator is appointed, the Issuer shall notify the Indenture Administrator
and each Rating Agency of such appointment, specifying in such notice the name
and address of such Successor Servicer or such Successor Administrator.

            (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it will not, without the
prior written consent of the Indenture Trustee or the Noteholders of at least a
majority in Outstanding Amount of the Notes, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or the Basic
Documents, except to the extent otherwise provided in the Basic Documents, or
waive timely performance or observance by the Servicer, the Administrator, the
Depositor, SLC, the Issuer, the Owner Trustee, the Eligible Lender Trustee or
the Indenture Administrator under the Basic Documents; provided, however, that
no such amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the Notes which are required to consent to any such amendment, without the
consent of the Noteholders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Noteholders, the Issuer shall give written notice thereof to
each Rating Agency and agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances. The
Issuer shall be entitled to receive and rely upon an opinion of its counsel that
any such amendment or modification will not materially adversely affect the
rights or security of the Noteholders.

            Section 3.8 Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

            (i) except as expressly permitted by this Indenture or any other
      Basic Document, sell, transfer, exchange or otherwise dispose of any of
      the properties or assets of the Issuer, including those included in the
      Indenture Trust Estate, unless directed to do so by the Indenture
      Administrator;

            (ii) claim any credit on, or make any deduction from the principal
      or interest payable in respect of, the Notes (other than amounts properly
      withheld from such payments under the Code or applicable state law) or
      assert any claim against any present or former Noteholder by reason of the
      payment of the taxes levied or assessed upon any part of the Indenture
      Trust Estate; or

            (iii) (A) permit the validity or effectiveness of this Indenture to
      be impaired, or permit the lien of this Indenture to be amended,
      hypothecated, subordinated, terminated or discharged, or permit any Person
      to be released from any covenants or obligations with respect to the Notes
      under this Indenture except as may be expressly permitted hereby, (B)
      permit any lien, charge, excise, claim, security interest, mortgage or
      other encumbrance (other than the lien of this Indenture) to be created on
      or extend to or otherwise arise upon or burden the Indenture Trust Estate
      or any part thereof or any


                                       16
<PAGE>

      interest therein or the proceeds thereof (other than tax liens and other
      liens that arise by operation of law, and other than as expressly
      permitted by the Basic Documents) or (C) permit the lien of this Indenture
      not to constitute a valid first priority (other than with respect to any
      such tax or other lien) security interest in the Indenture Trust Estate.

            Section 3.9 Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee, the Indenture Administrator and each Rating
Agency, within 90 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year ending December 31, 2004), an Officers'
Certificate of the Administrator stating that:

            (i) a review of the activities of the Issuer during such year and of
      performance under this Indenture has been made under the supervision of an
      Authorized Officer of the Administrator; and

            (ii) to the best of such Authorized Officer's knowledge, based on
      such review, the Issuer has complied with all conditions and covenants
      under this Indenture throughout such year, or, if there has been a default
      in the compliance of any such condition or covenant, specifying each such
      default known to such Authorized Officer and the nature and status
      thereof.

            Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms.
(a) The Issuer shall not consolidate or merge with or into any other Person,
unless:

            (i) the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger shall be a Person organized and existing
      under the laws of the United States of America or any State and shall
      expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee, in form satisfactory to the Indenture
      Trustee, the due and punctual payment of the principal of, and interest,
      if any, on all Notes and the performance or observance of every agreement
      and covenant of this Indenture and the other Basic Documents on the part
      of the Issuer to be performed or observed, all as provided herein;

            (ii) immediately after giving effect to such transaction, no Default
      shall have occurred and be continuing;

            (iii) the Rating Agency Condition shall have been satisfied with
      respect to such transaction;

            (iv) the Issuer shall have received an Opinion of Counsel (and shall
      have delivered copies thereof to the Indenture Trustee and the Indenture
      Administrator) to the effect that such transaction will not have any
      material adverse Federal or Delaware state tax consequence to the Issuer
      or any Noteholder;

            (v) any action as is necessary to maintain the lien and security
      interest created by this Indenture shall have been taken; and

            (vi) the Issuer shall have delivered to the Indenture Trustee (and
      shall have delivered a copy thereof to the Indenture Administrator) an
      Officers' Certificate of the


                                       17
<PAGE>

      Issuer and an Opinion of Counsel each stating that such consolidation or
      merger and such supplemental indenture comply with this Article III and
      that all conditions precedent herein provided for relating to such
      transaction have been complied with (including any filing required by the
      Exchange Act).

            (b) The Issuer shall not convey or transfer all or substantially all
of its properties or assets, including those included in the Indenture Trust
Estate, to any Person, unless:

            (i) the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer the conveyance or transfer of which is
      hereby restricted shall (A) be a United States citizen or a Person
      organized and existing under the laws of the United States of America or
      any State, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee and the Indenture
      Administrator, in form satisfactory to the Indenture Trustee and the
      Indenture Administrator, the due and punctual payment of the principal of,
      and interest, if any, on all Notes and the performance or observance of
      every agreement and covenant of this Indenture on the part of the Issuer
      to be performed or observed, all as provided herein, (C) expressly agree
      by means of such supplemental indenture that all right, title and interest
      so conveyed or transferred shall be subject and subordinate to the rights
      of Noteholders, (D) unless otherwise provided in such supplemental
      indenture, expressly agree to indemnify, defend and hold harmless the
      Issuer against and from any loss, liability or expense arising under or
      related to this Indenture and the Notes and (E) expressly agree by means
      of such supplemental indenture that such Person (or if a group of Persons,
      then one specified Person) shall make all filings with the Commission (and
      any other appropriate Person) required by the Exchange Act in connection
      with the Notes;

            (ii) immediately after giving effect to such transaction, no Default
      shall have occurred and be continuing;

            (iii) the Rating Agency Condition shall have been satisfied with
      respect to such transaction;

            (iv) the Issuer shall have received an Opinion of Counsel (and shall
      have delivered copies thereof to the Indenture Trustee and the Indenture
      Administrator) to the effect that such transaction will not have any
      material adverse Federal or Delaware state tax consequence to the Issuer
      or any Noteholder;

            (v) any action as is necessary to maintain the lien and security
      interest created by this Indenture shall have been taken; and

            (vi) the Issuer shall have delivered to the Indenture Trustee (and
      shall have delivered a copy thereof to the Indenture Administrator) an
      Officers' Certificate of the Issuer and an Opinion of Counsel each stating
      that such conveyance or transfer and such supplemental indenture comply
      with this Article III and that all conditions precedent herein provided
      for relating to such transaction have been complied with (including any
      filing required by the Exchange Act).



                                       18
<PAGE>

            Section 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

            (b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(b), SLC Student Loan Trust 2004-1 will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery by the Issuer of written notice to the Indenture Trustee and the
Indenture Administrator stating that SLC Student Loan Trust 2004-1 is to be so
released.

            Section 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Trust Student Loans and the other assets of the Issuer and related proceeds in
the manner contemplated by this Indenture and the other Basic Documents and
activities incidental thereto.

            Section 3.13 No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

            Section 3.14 Obligations of Servicer and Administrator. The Issuer
shall cause the Servicer to comply with Sections 3.1, 3.2 and 3.3 of the
Administration Agreement and Section 3.7 of the Servicing Agreement and the
Administrator to comply with Sections 2.11, 3.1, 3.2 and 3.3 of the
Administration Agreement.

            Section 3.15 Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by this Indenture and the other Basic Documents, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

            Section 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

            Section 3.17 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer or the Administrator, (ii) redeem,
purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for
any such purpose; provided, however, that the Issuer may make, or cause to be
made, distributions to the Servicer, the Owner Trustee, the Eligible Lender


                                       19
<PAGE>

Trustee, the Indenture Trustee, the Indenture Administrator, the Noteholders,
the Administrator and the Depositor as contemplated by, and to the extent funds
are available for such purpose under, this Indenture and the other Basic
Documents. The Issuer will not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the other Basic Documents.

            Section 3.18 Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Indenture Administrator and the Rating Agencies prompt
written notice of each Event of Default hereunder. The Issuer shall give the
Indenture Trustee, the Indenture Administrator and the Rating Agencies prompt
written notice of each default on the part of (i) the Depositor of its
obligations under the Sale Agreement, (ii) SLC of its obligations under the
Purchase Agreement, (iii) the Servicer of its obligations under the Servicing
Agreement, or (iv) the Administrator of its obligations under the Administration
Agreement. In addition, the Issuer shall deliver to the Indenture Trustee, the
Indenture Administrator and each Rating Agency, within five days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
the Issuer of any event which with the giving of notice and the lapse of time
would become an Event of Default under Section 5.1(iii), its status and what
action the Issuer is taking or proposes to take with respect thereto.

            Section 3.19 Further Instruments and Acts. Upon request of the
Indenture Trustee and the Indenture Administrator, the Issuer will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

            Section 3.20 Taxes. (a) The Issuer shall file (or cause to be filed)
all material federal, state, county, local and foreign income, franchise and
other tax returns required to be filed by it, and shall pay all material taxes
reflected as due thereon. There is no pending dispute with any taxing authority
that, if determined adversely to the Issuer, would result in the assertion by
any taxing authority of any material tax deficiency, and the Issuer has no
knowledge of a proposed liability for any tax year to be imposed upon such
entity's properties or assets for which there is not an adequate reserve
reflected in such entity's current financial statements. Issuer is not aware of
any judgment or tax lien filings against Issuer.

            (b) The Issuer intends to treat the transactions contemplated by the
Sale Agreement as an absolute transfer, and not a pledge, of the Trust Student
Loans from the Depositor for financial accounting purposes. The Issuer and the
Depositor intend to treat the assets of the Issuer as assets owned by the
Depositor for U.S. federal income tax and financial accounting purposes.

            (c) Each grant of the Trust Student Loans (including all payments
due or to become due thereunder) by the Issuer pursuant to this Indenture is not
subject to and will not result in any tax, fee or governmental charge payable by
the Issuer or the Depositor to any federal, state or local government.

            Section 3.21 Representations of the Issuer Regarding the Indenture
Trustee's Security Interest. The Issuer hereby represents and warrants for the
benefit of the Indenture Trustee and the Noteholders as follows:



                                       20
<PAGE>

            (a) This Indenture creates a valid and continuing security interest
      (as defined in the applicable UCC in effect in the State of New York) in
      the Trust Student Loans in favor of the Indenture Trustee, which security
      interest is prior to all other liens, charges, security interests,
      mortgages or other encumbrances, and is enforceable as such as against
      creditors of and purchasers from Issuer.

            (b) The Trust Student Loans constitute either "general intangibles"
      or "instruments" within the meaning of the applicable UCC.

            (c) The Issuer owns and has good and marketable title to the Trust
      Student Loans free and clear of any lien, charge, security interest,
      mortgage or other encumbrance, claim or encumbrance of any Person.

            (d) The Issuer has caused or will have caused, within 10 days, the
      filing of all appropriate financing statements in the proper filing office
      in the appropriate jurisdictions under applicable law in order to perfect
      the security interest in the Trust Student Loans granted to the Indenture
      Trustee hereunder.

            (e) All executed copies of each promissory note that constitute or
      evidence the Trust Student Loans have been delivered to the Indenture
      Trustee.

            (f) The Issuer has received a written acknowledgment from the
      Custodian that such Custodian is holding the promissory notes that
      constitute or evidence the Trust Student Loans solely on behalf of and for
      the benefit of the Indenture Trustee.

            (g) Other than the security interest granted to the Indenture
      Trustee pursuant to this Indenture, the Issuer has not pledged, assigned,
      sold, granted a security interest in, or otherwise conveyed any of the
      Trust Student Loans. The Issuer has not authorized the filing of and is
      not aware of any financing statements against Issuer that include a
      description of collateral covering the Trust Student Loans other than any
      financing statement relating to the security interest granted to the
      Indenture Trustee hereunder or that has been terminated. The Issuer is not
      aware of any judgment or tax lien filings against the Issuer.

            Section 3.22 Covenants of the Issuer Regarding the Indenture
Trustee's Security Interest. The Issuer hereby covenants for the benefit of the
Indenture Trustee and the Noteholders as follows:

            (a) The representations and warranties set forth in Section 3.21
      shall survive the termination of this Indenture.

            (b) The Indenture Trustee shall not waive any of the representations
      and warranties set forth in Section 3.21 above.

            The Issuer shall take all steps necessary, and shall cause the
Servicer to take all steps necessary and appropriate, to maintain the perfection
and priority of the Indenture Trustee's security interest in the Trust Student
Loans.



                                       21
<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

            Section 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee and the Indenture Administrator hereunder (including, without
limitation, the rights of the Indenture Trustee and the Indenture Administrator
under Section 6.7 and the obligations of the Indenture Administrator under
Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property so deposited with the Indenture Administrator payable to
all or any of them, and the Indenture Trustee, on demand of and at the expense
of the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:

            (a) either

            (1) all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 2.5 and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Administrator for
cancellation; or

            (2) all Notes not theretofore delivered to the Indenture
Administrator for cancellation

            (i) have become due and payable,

            (ii) will become due and payable at their respective Note Final
      Maturity Date, within one year, or

            (iii) are to be called for redemption within one year under
      arrangements satisfactory to the Indenture Administrator for the giving of
      notice of redemption by the Indenture Administrator in the name, and at
      the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or
      (iii) above, has irrevocably deposited or caused to be irrevocably
      deposited with the Indenture Administrator on behalf of the Indenture
      Trustee cash or direct obligations of or obligations guaranteed by the
      United States of America (which will mature prior to the date such amounts
      are payable), in trust for such purpose, in an amount sufficient to pay
      and discharge the entire indebtedness on such Notes not theretofore
      delivered to the Indenture Administrator for cancellation when due to the
      Note Final Maturity Date;

            (b) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and



                                       22
<PAGE>

            (c) the Issuer has delivered to the Indenture Trustee and the
Indenture Administrator an Officers' Certificate of the Issuer, an Opinion of
Counsel and (if required by the TIA or the Indenture Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.1(a) and, subject to Section 11.2, each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.

            Section 4.2 Application of Trust Money. All moneys deposited with
the Indenture Administrator pursuant to Section 4.1 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Noteholders of the particular Notes for
the payment or redemption of which such moneys have been deposited with the
Indenture Administrator, of all sums due and to become due thereon for principal
and interest; but such moneys need not be segregated from other funds except to
the extent required herein or in the Administration Agreement or required by
law.

            Section 4.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Administrator
under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the Indenture Administrator to be held and
applied according to Section 3.3 and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

            Section 4.4 Auction of Trust Student Loans. If the Servicer has not
exercised its option to purchase or arrange for the purchase of the Trust Estate
as described in Section 6.1(a) of the Administration Agreement on the first
Distribution Date after the date on which the Pool Balance is equal to 10% or
less of the Initial Pool Balance, the Indenture Administrator will engage a
third-party financial advisor, which may be an Affiliate of the Servicer, an
underwriter of the Notes or the Administrator (the "Third-Party Financial
Advisor") to try to auction any Trust Student Loans remaining in the Trust on
the date (the "Trust Auction Date") that is three Business Days prior to the
next Distribution Date. An auction will be consummated only if the Servicer has
waived its option to purchase or arrange for the purchase of the Trust Estate.
The Servicer will be deemed to have waived such option if it fails to notify the
Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator
of its exercise thereof in writing prior to the Third-Party Financial Advisor
accepting a bid to purchase such Trust Student Loans. Only Persons that are not
Affiliates of the Servicer may purchase the Trust Student Loans on the Trust
Auction Date. If in connection with any auction of the Trust Student Loans at
least two bids are received, the Third-Party Financial Advisor, on behalf of the
Indenture Administrator, shall solicit and resolicit new bids from all
participating bidders until only one bid remains or the remaining bidders
decline to resubmit bids. The Third-Party Financial Advisor, on behalf of the
Indenture Administrator, shall accept the highest of such remaining bids if it
is equal to or in excess of the Minimum Purchase Amount. If at least two bids
are not received, or the highest bid after the resolicitation process is
completed is not equal to or in excess of the Minimum Purchase Amount, the
Third-Party Financial Advisor shall not consummate such sale. The proceeds of
any such sale will be paid at the time set forth in Section 2.6 of the
Administration Agreement and applied in the order of priority set forth in
Section 5.4(b) of this Indenture. If the sale is not consummated in accordance
with the foregoing, the Third-Party Financial Advisor, on


                                       23
<PAGE>

behalf of the Indenture Administrator, shall continue to solicit and re-solicit
bids for sale of the Trust Student Loans with respect to future Distribution
Dates upon terms similar to those described above, including the Servicer's
waiver of its option to purchase the Trust Estate in accordance with Section
6.1(a) of the Administration Agreement with respect to each such future
Distribution Date, until the Third-Party Financial Advisor has received at least
one bid that is equal to or in excess of the Minimum Purchase Amount. The
Indenture Administrator and the Third-Party Financial Advisor shall be entitled
to the reimbursement of all of their and their respective agents' fees, expenses
and costs whether or not such auction sale is consummated from amounts held on
deposit in the Collection Account.

                                   ARTICLE V

                                    REMEDIES

            Section 5.1 Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

            (i) default in the payment of any interest on any Note when the same
      becomes due and payable, and such default shall continue for a period of
      five days; or

            (ii) default in the payment of the principal of any Note when the
      same becomes due and payable on the related Note Final Maturity Date; or

            (iii) default in the observance or performance of any covenant or
      agreement of the Issuer made in this Indenture (other than a covenant or
      agreement, a default in the observance or performance of which is
      elsewhere in this Section specifically dealt with), or any representation
      or warranty of the Issuer made in this Indenture or in any certificate or
      other writing having been incorrect in any material respect as of the time
      when made, such default or breach having a material adverse effect on the
      holders of the Notes, and such default or breach shall continue or not be
      cured, or the circumstance or condition in respect of which such
      misrepresentation or warranty was incorrect shall not have been eliminated
      or otherwise cured, for a period of 30 days after there shall have been
      given, by registered or certified mail, to the Issuer by the Indenture
      Trustee or the Indenture Administrator or to the Issuer and the Indenture
      Trustee by the Noteholders of at least 25% of the Outstanding Amount of
      the Notes, a written notice specifying such default or incorrect
      representation or warranty and requiring it to be remedied and stating
      that such notice is a notice of Default hereunder; or

            (iv) the filing of a decree or order for relief by a court having
      jurisdiction in the premises in respect of the Issuer or any substantial
      part of the Indenture Trust Estate in an involuntary case under any
      applicable Federal or state bankruptcy, insolvency or other similar law
      now or hereafter in effect, or appointing a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official of the
      Issuer or for any substantial part of the Indenture Trust Estate, or
      ordering the winding-up or liquidation of the Issuer's

                                       24
<PAGE>

      affairs, and such decree or order shall remain unstayed and in effect for
      a period of 60 consecutive days; or

            (v) the commencement by the Issuer of a voluntary case under any
      applicable Federal or state bankruptcy, insolvency or other similar law
      now or hereafter in effect, or the consent by the Issuer to the entry of
      an order for relief in an involuntary case under any such law, or the
      consent by the Issuer to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the Issuer or for any substantial part of the
      Indenture Trust Estate, or the making by the Issuer of any general
      assignment for the benefit of creditors, or the failure by the Issuer
      generally to pay its debts as such debts become due, or the taking of
      action by the Issuer in furtherance of any of the foregoing.

            Section 5.2 Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such case
the Indenture Trustee or the Noteholders representing at least a majority of the
Outstanding Amount of the Notes may declare all the Notes to be immediately due
and payable, by a notice in writing to the Issuer (and to the Indenture Trustee
if given by Noteholders), and upon any such declaration the unpaid principal
amount of such Notes, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable, subject,
however, to Section 5.4 of this Indenture.

            At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
Noteholders of Notes representing at least a majority of the Outstanding Amount
of the Notes, by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:

            (i) the Issuer has paid or deposited with the Indenture Trustee a
      sum sufficient to pay:

                  (a) all payments of principal of and interest on all Notes and
            all other amounts that would then be due hereunder or upon such
            Notes if the Event of Default giving rise to such acceleration had
            not occurred; and

                  (b) all sums paid or advanced by the Indenture Trustee or the
            Indenture Administrator hereunder and the reasonable compensation,
            expenses, disbursements and advances of the Indenture Trustee and
            the Indenture Administrator and their agents and counsel; and

            (ii) all Events of Default, other than the nonpayment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.12.

            No such rescission shall affect any subsequent default or impair any
right consequent thereto.



                                       25
<PAGE>

            Section 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of any Note when the same becomes due and payable at
the related Note Final Maturity Date, the Issuer shall, upon demand of the
Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole
amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at
the rate specified in Section 2.7 and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and the Indenture Administrator and their agents and counsel.

            (a) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such Notes, wherever situated, the moneys adjudged or decreed to be
payable.

            (b) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders by
such appropriate Proceedings as the Indenture Trustee shall deem most effective
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.

            (c) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Indenture Trust Estate, Proceedings under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other, comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and
payable, as therein expressed or by declaration or otherwise and irrespective of
whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

            (i) to file and prove a claim or claims for the whole amount of
      principal and interest owing and unpaid in respect of the Notes and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee (including any claim for
      reasonable compensation to the Indenture Trustee and the Indenture
      Administrator and each predecessor Indenture Trustee and Indenture
      Administrator, and their respective agents, attorneys and counsel, and for
      reimbursement


                                       26
<PAGE>

      of all expenses and liabilities incurred, and all advances made, by the
      Indenture Trustee and the Indenture Administrator and each predecessor
      Indenture Trustee and Indenture Administrator, except as a result of
      negligence or bad faith) and of the Noteholders allowed in such
      Proceedings;

            (ii) unless prohibited by applicable law and regulations, to vote on
      behalf of the Noteholders in any election of a trustee, a standby trustee
      or Person performing similar functions in any such Proceedings;

            (iii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute all amounts received with
      respect to the claims of the Noteholders and the Indenture Trustee on
      their behalf; and

            (iv) to file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee or the Noteholders allowed in any judicial proceedings relative to
      the Issuer, its creditors and its property;

            and any trustee, receiver, liquidator, custodian or other similar
official in any such Proceeding is hereby authorized by each of such Noteholders
to make payments to the Indenture Trustee, and, in the event that the Indenture
Trustee shall consent to the making of payments directly to such Noteholders to
pay to the Indenture Trustee and the Indenture Administrator such amounts as
shall be sufficient to cover reasonable compensation to the Indenture Trustee
and the Indenture Administrator, each predecessor Indenture Trustee and
Indenture Administrator and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Indenture Trustee and the Indenture Administrator and each predecessor Indenture
Trustee and Indenture Administrator except as a result of negligence or bad
faith.

            (d) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

            (e) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Noteholders.

            (f) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the


                                       27
<PAGE>

Noteholders, and it shall not be necessary to make any Noteholder a party to any
such Proceedings.

            Section 5.4 Remedies; Priorities. If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may do one or more of the
following (subject to Section 5.5):

            (a) (i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the Notes or
under this Indenture with respect thereto, whether by declaration or otherwise,
enforce any judgment obtained, and collect from the Issuer and any other obligor
upon such Notes moneys adjudged due;

            (ii) institute Proceedings from time to time for the complete or
      partial foreclosure of this Indenture, with respect to the Indenture Trust
      Estate;

            (iii) exercise any remedies of a secured party under the UCC with
      respect to the Trust Estate and take any other appropriate action to
      protect and enforce the rights and remedies of the Indenture Trustee and
      the Noteholders;

            (iv) sell the Indenture Trust Estate or any portion thereof or
      rights or interest therein, at one or more public or private sales called
      and conducted in any manner permitted by law; and/or

            (v) elect to have the Eligible Lender Trustee maintain ownership of
      the Trust Student Loans and continue to apply collections with respect to
      the Trust Student Loans as if there had been no declaration of
      acceleration;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Indenture Trust Estate following an Event of Default, other than
an Event of Default described in Section 5.1(i) (and such default shall continue
for a period of five days) or Section 5.1(ii), unless (A) the Noteholders of
100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of
such sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for principal
and interest or (C) the Indenture Trustee determines that the Indenture Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as would have become due if the Notes had
not been declared due and payable, and the Indenture Trustee obtains the consent
of Noteholders of 66-2/3% of the Outstanding Amount of the Notes. The Indenture
Trustee shall be reimbursed from amounts held in the Collection Account for any
amounts paid by the Indenture Trustee to such Independent investment banking
firm in respect of such Independent investment banking firm's expenses.

            (b) Notwithstanding the provisions of Section 8.2, following the
occurrence and during the continuation of an Event of Default specified in
Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) which has resulted in an acceleration
of the Notes, if the Indenture Trustee collects any money or property, it shall
pay out the money or property (and other amounts including amounts, if any, held
on deposit in each of the Trust Accounts) held as Collateral for the benefit of
the Noteholders, net of liquidation costs associated with the sale of the assets
of the Trust, in the following order:



                                       28
<PAGE>

            FIRST: to the Indenture Trustee and the Indenture Administrator for
amounts due under Section 6.7, to the Owner Trustee for all amounts due to it
under the Trust Agreement, and to the Eligible Lender Trustee for all amounts
due to it under the Eligible Lender Trust Agreements;

            SECOND: to the Servicer for due and unpaid Primary Servicing Fees;

            THIRD: to the Class A Noteholders for amounts due and unpaid on the
Class A Notes for interest, ratably, without preference or priority of any kind
among the classes of Class A Notes, according to the amounts due and payable on
the Class A Notes for such interest;

            FOURTH: to the Class A Noteholders for amounts due and unpaid on the
Class A Notes for principal, ratably, without preference or priority of any kind
among the classes of Class A Notes, according to the amounts due and payable on
the Class A Notes for principal;

            FIFTH: to the Class B Noteholders for amounts due and unpaid on the
Class B Notes for interest;

            SIXTH: to the Class B Noteholders for amounts due and unpaid on the
Class B Notes for principal;

            SEVENTH: to the Servicer, for any unpaid Carryover Servicing Fees;
and

            EIGHTH: to the holder of the Trust Certificate, for distribution in
accordance with the terms of the Administration Agreement and the Trust
Agreement.

            The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least 15 days before such
record date, the Indenture Trustee shall mail to each Noteholder and the Issuer
a notice that states the record date, the payment date and the amount to be
paid.

            Section 5.5 Optional Preservation of the Trust Student Loans. If the
Notes have been declared to be due and payable under Section 5.2 following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Indenture Trust Estate. It is the desire of the
parties hereto and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes, and the Indenture
Trustee shall take such desire into account when determining whether or not to
maintain possession of the Indenture Trust Estate. In determining whether to
maintain possession of the Indenture Trust Estate, the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Indenture Trust Estate for such
purpose.

            Section 5.6 Limitation of Suits. No Noteholder shall have any right
to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:



                                       29
<PAGE>

            (i) such Noteholder has previously given written notice to the
      Indenture Trustee of a continuing Event of Default;

            (ii) the Noteholders of not less than 25% of the Outstanding Amount
      of the Notes have made written request to the Indenture Trustee to
      institute such Proceeding in respect of such Event of Default in its own
      name as Indenture Trustee hereunder;

            (iii) such Noteholder or Noteholders have offered to the Indenture
      Trustee indemnity reasonably satisfactory to the Indenture Trustee against
      the costs, expenses and liabilities to be incurred in complying with such
      request;

            (iv) the Indenture Trustee for 60 days after its receipt of such
      notice, request and offer of indemnity has failed to institute such
      Proceeding; and

            (v) no direction inconsistent with such written request has been
      given to the Indenture Trustee during such 60-day period by the
      Noteholders of at least a majority of the Outstanding Amount of the Notes;

it being understood and intended that no one or more Noteholders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this indenture to affect, disturb or prejudice the rights of any other
Noteholders or to obtain or to seek to obtain priority or preference over any
other Noteholders or to enforce any right under this Indenture, except in the
manner herein provided.

            In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Outstanding Amount of the Notes, the
Indenture Trustee shall act at the direction of the group representing a greater
percentage of the Outstanding Amount of the Notes, or if both groups are equal,
the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

            Section 5.7 Unconditional Rights of Noteholders to Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, each
Noteholder shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on its Note on or after the respective
due dates thereof expressed in such Note or in this Indenture (or, in the case
of redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Noteholder.

            Section 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.



                                       30
<PAGE>

            Section 5.9 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            Section 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Default shall impair any such right or remedy or constitute a waiver of
any such Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.

            Section 5.11 Control by Noteholders. The Noteholders of at least a
majority of the Outstanding Amount of the Notes shall have the right to direct
the time, method and place of conducting any Proceeding for any remedy available
to the Indenture Trustee with respect to the Notes or exercising any trust or
power conferred on the Indenture Trustee; provided that

            (i) such direction shall not be in conflict with any rule of law or
      with this Indenture;

            (ii) subject to the express terms of Section 5.4, any direction to
      the Indenture Trustee to sell or liquidate the Indenture Trust Estate
      shall be by the Noteholders of not less than 100% of the Outstanding
      Amount of the Notes;

            (iii) if the conditions set forth in Section 5.5 have been satisfied
      and the Indenture Trustee elects to retain the Indenture Trust Estate
      pursuant to such Section, then any direction to the Indenture Trustee by
      Noteholders of less than 100% of the Outstanding Amount of the Notes to
      sell or liquidate the Indenture Trust Estate shall be of no force and
      effect; and

            (iv) the Indenture Trustee may take any other action deemed proper
      by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to such
action.

            Section 5.12 Waiver of Past Defaults. Prior to the time a judgment
or decree for payment of money due has been obtained as described in Section
5.2, the Noteholders of at least a majority of the Outstanding Amount of the
Notes may waive any past Default and its consequences except a Default (a) in
payment when due of principal of or interest on any of the Notes or (b) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of each Noteholder. In the case of any such waiver, the
Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder,


                                       31
<PAGE>

respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereto.

            Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereto.

            Section 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Noteholder by such Noteholder's acceptance of any Note shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (c) any suit Instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).

            Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

            Section 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Indenture
Trust Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.4(b).

            Section 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Depositor, SLC, the Administrator and the Servicer, as applicable, of
each of their respective obligations to the Issuer, whether directly or by
assignment, under or in connection with the Sale Agreement, the Purchase
Agreement, the Administration Agreement and the Servicing Agreement,
respectively, in accordance with the

                                       32

<PAGE>

terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale
Agreement, the Purchase Agreement, the Administration Agreement and the
Servicing Agreement, as the case may be, to the extent and in the manner
directed by the Indenture Trustee, including the transmission of notices of
default on the part of the Depositor, SLC, the Administrator or the Servicer
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Depositor, SLC, the Administrator or the
Servicer of each of their obligations under the Sale Agreement, the Purchase
Agreement, the Administration Agreement and the Servicing Agreement,
respectively.

            (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the written direction of the Noteholders of
66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights,
remedies, powers, privileges and claims of the Issuer against the Depositor,
SLC, the Administrator or the Servicer under or in connection with the Sale
Agreement, the Purchase Agreement, the Administration Agreement and the
Servicing Agreement, respectively, including the right or power to take any
action to compel or secure performance or observance by the Depositor, SLC, the
Administrator or the Servicer of each of their obligations to the Issuer
thereunder, whether directly or by assignment, and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale Agreement, the
Purchase Agreement, the Administration Agreement and the Servicing Agreement,
respectively, and any right of the Issuer to take such action shall be
suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

            Section 6.1 Duties of Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

            (b) Except during the continuance of an Event of Default, the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Indenture Trustee.

            (c) The Indenture Administrator undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the
Indenture Administrator.

            (d) In the absence of bad faith on its part, the Indenture Trustee
and the Indenture Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to them and conforming to the requirements of
this Indenture; provided, however, that the Indenture Trustee and the Indenture
Administrator, as the case may be, shall examine the certificates and opinions
to determine whether or not they conform to the requirements of this Indenture.



                                       33
<PAGE>

            (e) Neither the Indenture Trustee nor the Indenture Administrator
may be relieved from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

            (i) this paragraph does not limit the effect of paragraph (b) or (e)
      of this Section;

            (ii) neither the Indenture Trustee nor the Indenture Administrator
      shall be liable in its individual capacity for any error of judgment made
      in good faith by a Responsible Officer unless it is proved that the
      Indenture Trustee or the Indenture Administrator, as the case may be, was
      negligent in ascertaining the pertinent facts; and

            (iii) neither the Indenture Trustee nor the Indenture Administrator
      shall be liable in its individual capacity with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 5.11.

            (f) Neither the Indenture Trustee nor the Indenture Administrator
shall be liable for interest on any money received by it except as the Indenture
Trustee or the Indenture Administrator, as the case may be, may agree in writing
with the Issuer.

            (g) Money held in trust by the Indenture Trustee or the Indenture
Administrator need not be segregated from other funds except to the extent
required by law or the terms of this Indenture or the other Basic Documents.

            (h) No provision of this Indenture shall require the Indenture
Trustee or the Indenture Administrator to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayments of such funds or adequate
indemnity reasonably satisfactory to it against any loss, liability or expense
is not reasonably assured to it.

            (i) Except as expressly provided in the Basic Documents, neither the
Indenture Trustee nor the Indenture Administrator shall have any obligation to
administer, service or collect the Trust Student Loans or to maintain, monitor
or otherwise supervise the administration, servicing or collection of the Trust
Student Loans.

            (j) The rights and protections afforded to the Indenture Trustee and
the Indenture Administrator pursuant to this Indenture shall also be afforded to
any entity serving as Paying Agent or Note Registrar.

            (k) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the
TIA.

            Section 6.2 Rights of Indenture Trustee and Indenture Administrator.
(a) The Indenture Trustee and the Indenture Administrator may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper Person. Neither the Indenture Trustee nor the Indenture Administrator
need investigate any fact or matter stated in such document.



                                       34
<PAGE>

            (b) Before the Indenture Trustee or the Indenture Administrator acts
or refrains from acting, it may require and shall be entitled to receive an
Officers' Certificate of the Issuer and/or an Opinion of Counsel. Neither the
Indenture Trustee nor the Indenture Administrator shall be liable for any action
it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel.

            (c) The Indenture Trustee and the Indenture Administrator may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys or a custodian or nominee,
and neither the Indenture Trustee nor the Indenture Administrator shall be
responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

            (d) Neither the Indenture Trustee nor the Indenture Administrator
shall be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers; provided, however,
that the Indenture Trustee's or the Indenture Administrator's, as the case may
be, conduct does not constitute willful misconduct, negligence or bad faith.

            (e) The Indenture Trustee and the Indenture Administrator may
consult with counsel, and the advice or opinion of counsel with respect to legal
matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

            (f) Neither the Indenture Trustee nor the Indenture Administrator
shall be under any obligation to exercise any of the trusts or powers vested in
it by this Indenture or to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the
Noteholders, pursuant to the provisions of this Indenture, unless such
Noteholders shall have offered security or indemnity reasonably satisfactory to
the Indenture Trustee or the Indenture Administrator, as applicable, against the
costs, expenses and liabilities which may be incurred therein or thereby.

            (g) Neither the Indenture Trustee nor the Indenture Administrator
shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by the Noteholders; provided, however, that if the
payment within a reasonable time to the Indenture Trustee or the Indenture
Administrator Trustee, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Indenture Trustee or the Indenture Administrator, as applicable,
not assured to it by the security afforded to it by the terms of this Indenture,
the Indenture Trustee or the Indenture Administrator, as applicable, may require
indemnity satisfactory to the Indenture Trustee or the Indenture Administrator,
as applicable, against such cost, expense or liability as a condition to taking
any such action.

            (h) The right of the Indenture Trustee or the Indenture
Administrator to perform any discretionary act enumerated in this Indenture
shall not be construed as a duty, and


                                       35
<PAGE>

neither Indenture Trustee nor the Indenture Administrator shall be answerable
for other than its negligence or willful misconduct in the performance of such
act.

            (i) Neither the Indenture Trustee nor the Indenture Administrator
shall not be required to give any bond or surety in respect of the execution of
the Trust Accounts created hereby or in the Administration Agreement or the
powers granted hereunder or thereunder.

            Section 6.3 Individual Rights of Indenture Trustee and Indenture
Administrator. The Indenture Trustee and the Indenture Administrator in their
respective individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee or Indenture
Administrator. Any Paying Agent, Note Registrar, co-registrar or co-paying agent
may do the same with like rights. However, the Indenture Trustee must comply
with Sections 6.12 and 6.13.

            Section 6.4 Disclaimer. Neither the Indenture Trustee nor the
Indenture Administrator shall be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Administrator's certificate of authentication.

            Section 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is either actually known or written notice of the existence
thereof has been delivered to a Responsible Officer of the Indenture Trustee and
the Indenture Administrator, the Indenture Trustee shall mail notice of the
Default to each Noteholder within 90 days and to each Rating Agency as soon as
practicable within 30 days after it occurs. Except in the case of a Default in
payment of principal of or interest on any Note (including payments pursuant to
the mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Noteholders. Except as provided in the first sentence of this Section 6.5, in no
event shall the Indenture Trustee or the Indenture Administrator be deemed to
have knowledge of a Default or an Event of Default.

            Section 6.6 Reports by Indenture Administrator to Noteholders. The
Indenture Administrator shall deliver to each Noteholder (and to each Person who
was a Noteholder at any time during the applicable calendar year) such
information as may be required to enable such holder to prepare its Federal and
state income tax returns. Within 60 days after each December 31 beginning with
the December 31 following the date of this Indenture, the Indenture Trustee
shall mail to each Noteholder a brief report, prepared by the Indenture
Administrator, as of such December 31 that complies with TIA ss. 313(a) if
required by said section. The Indenture Trustee shall also comply with TIA ss.
313(b). A copy of each such report required pursuant to TIA ss. 313(a) or (b)
shall, at the time of such transaction to Noteholders, be filed by the Indenture
Administrator on behalf of the Indenture Trustee with the Commission and with
each securities exchange, if any, upon which the Notes are listed, provided that
the Issuer has previously notified the Indenture Trustee of such listing.



                                       36
<PAGE>

            Section 6.7 Compensation and Indemnity. The Issuer shall cause the
Depositor to pay to the Indenture Trustee and the Indenture Administrator
reasonable compensation for their respective services in accordance with a
separate agreement between the Depositor, the Indenture Trustee and the
Indenture Administrator and shall cause the Depositor to reimburse the Indenture
Trustee and the Indenture Administrator for all reasonable out-of-pocket
expenses incurred or made by it as provided in such separate agreement. The
Indenture Trustee's and the Indenture Administrator's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall cause the Administrator to indemnify the Indenture Trustee, the Indenture
Administrator and their respective directors, officers, employees and agents
against any and all loss, liability, claim or expense (including, without
limitation, costs and expenses of litigation and of investigation counsel fees,
damages, judgments and amounts paid in settlement) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder and under the other Basic Documents. The Indenture Trustee and the
Indenture Administrator shall notify the Issuer and the Administrator promptly
of any claim for which it may seek indemnity. Failure by the Indenture Trustee
or the Indenture Administrator, as the case may be, to so notify the Issuer and
the Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder and under the other Basic Documents. The Indenture Trustee
and the Indenture Administrator shall be entitled to separate counsel acceptable
to them in their sole discretion the reasonable fees and expenses of which shall
be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee and the Indenture
Administrator through the Indenture Trustee's or the Indenture Administrator's,
as the case may be, own willful misconduct, negligence or bad faith.

            The Issuer's payment obligations to the Indenture Trustee and the
Indenture Administrator pursuant to this Section shall survive the discharge of
this Indenture. When the Indenture Trustee and the Indenture Administrator incur
expenses after the occurrence of a Default specified in Section 5.1(iv) or (v)
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or similar law.

            Section 6.8 Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee
may resign at any time by so notifying the Issuer and each Rating Agency. The
Noteholders of at least a majority in Outstanding Amount of the Notes may remove
the Indenture Trustee by so notifying the Indenture Trustee and each Rating
Agency and may appoint a successor Indenture Trustee. The Issuer shall remove
the Indenture Trustee (and provide notice to each Rating Agency) if:

            (i) the Indenture Trustee fails to comply with Section 6.12;

            (ii) an Insolvency Event occurs with respect to the Indenture
      Trustee;

            (iii) a receiver or other public officer takes charge of the
      Indenture Trustee or its property; or



                                       37
<PAGE>

            (iv) the Indenture Trustee otherwise becomes incapable of acting.

            If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee.

            A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee and to the Issuer and each
Rating Agency. Thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its succession to
Noteholders. The retiring Indenture Trustee shall promptly transfer all property
held by it as Indenture Trustee to the successor Indenture Trustee.

            If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Noteholders of at least a majority in
Outstanding Amount of the Notes may petition any court of competent jurisdiction
for the appointment of a successor Indenture Trustee. The successor Indenture
Trustee shall give notice of its appointment as successor Indenture Trustee to
each Rating Agency.

            If the Indenture Trustee fails to comply with Section 6.12, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

            Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's and the Administrator's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.

            Section 6.9 Replacement of Indenture Administrator. No resignation
or removal of the Indenture Administrator and no appointment of a successor
Indenture Administrator shall become effective until the acceptance of
appointment by the successor Indenture Administrator pursuant to this Section
6.9. The Indenture Administrator may resign at any time by so notifying the
Issuer and each Rating Agency. The Noteholders of at least a majority in
Outstanding Amount of the Notes may remove the Indenture Administrator by so
notifying the Indenture Administrator and each Rating Agency and may appoint a
successor Indenture Administrator. The Issuer shall remove the Indenture
Administrator if:

            (i) an Insolvency Event occurs with respect to the Indenture
      Administrator;

            (ii) a receiver or other public officer takes charge of the
      Indenture Administrator or its property; or

            (iii) the Indenture Administrator otherwise becomes incapable of
      acting.

            If the Indenture Administrator resigns or is removed or if a vacancy
exists in the office of Indenture Administrator for any reason (the Indenture
Administrator in such event


                                       38
<PAGE>

being referred to herein as the retiring Indenture Administrator), the Issuer
shall promptly appoint a successor Indenture Administrator.

            A successor Indenture Administrator shall deliver a written
acceptance of its appointment to the retiring Indenture Administrator and to the
Issuer and each Rating Agency. Thereupon the resignation or removal of the
retiring Indenture Administrator shall become effective, and the successor
Indenture Administrator shall have all the rights, powers and duties of the
Indenture Administrator under this Indenture. The successor Indenture
Administrator shall mail a notice of its succession to Noteholders. The retiring
Indenture Administrator shall promptly transfer all property held by it as
Indenture Administrator to the successor Indenture Administrator.

            If a successor Indenture Administrator does not take office within
60 days after the retiring Indenture Administrator resigns or is removed, the
retiring Indenture Administrator, the Issuer or the Noteholders of at least a
majority in Outstanding Amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Administrator. The
successor Indenture Administrator shall give notice of its appointment as
successor Indenture Administrator to each Rating Agency.

            Notwithstanding the replacement of the Indenture Administrator
pursuant to this Section, the Issuer's and the Administrator's obligations under
Section 6.7 shall continue for the benefit of the retiring Indenture
Administrator.

            Section 6.10 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee,
provided that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.12. The Indenture Trustee shall provide
the Rating Agencies prior written notice of any such transaction.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

            Section 6.11 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Indenture Trust Estate may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint one
or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Indenture Trust Estate, and to vest
in


                                       39
<PAGE>

such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Indenture Trust Estate, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No such
appointment shall relieve the Indenture Trustee of its obligations hereunder. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.12 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8 hereof.

            (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act or acts are to be performed
      the Indenture Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Indenture Trust Estate or any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of the Indenture Trustee;

            (ii) no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder; and

            (iii) the Indenture Trustee may at any time accept the resignation
      of or remove any separate trustee or co-trustee.

            (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

            (d) Any separate trustee or co-trustee may at any time constitute
the Indenture Trustee, its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Indenture on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.



                                       40
<PAGE>

            Section 6.12 Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA ss. 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition and it shall have
a long-term senior unsecured debt rating of not less than investment grade by
each of the Rating Agencies. The Indenture Trustee shall comply with TIA ss.
310(b); provided, however, that there shall be excluded from the operation of
TIA ss. 310(b)(1) any indenture or indentures under which other securities of
the Issuer are outstanding if the requirements for such exclusion set forth in
TIA ss. 310(b)(1) are met.

            Section 6.13 Preferential Collection of Claims Against the Issuer.
The Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

            Section 7.1 Issuer to Furnish Indenture Administrator and Indenture
Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to
be furnished to the Indenture Administrator and the Indenture Trustee (a) not
more than five days after the earlier of (i) each Record Date and (ii) three
months after the last Record Date, a list, in such form as the Indenture Trustee
and the Indenture Administrator may reasonably require, of the names and
addresses of the Noteholders as of such Record Date, and (b) at such other times
as the Indenture Trustee or the Indenture Administrator may request in writing,
within 30 days after receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that no such list shall be required
to be furnished if the Indenture Trustee or the Indenture Administrator is the
Note Registrar.

            Section 7.2 Preservation of Information; Communications to
Noteholders. The Indenture Administrator shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Administrator as provided in
Section 7.1 and the names and addresses of Noteholders received by the Indenture
Administrator in its capacity as Note Registrar. The Indenture Administrator may
destroy any list furnished to it as provided in such Section 7.1 upon receipt of
a new list so furnished.

            (a) Noteholders may communicate pursuant to TIA ss. 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more holders of Notes evidencing not less than 25% of
the Outstanding Amount of the Notes to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA ss. 312(b)), the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

            (b) The Issuer, the Indenture Trustee, the Indenture Administrator
and the Note Registrar shall have the protection of TIA ss. 312(c).



                                       41
<PAGE>

            (c) On each Distribution Date the Indenture Administrator shall
provide to each Noteholder of record as of the related Record Date the
information provided by the Administrator to the Indenture Administrator on the
related Determination Date pursuant to Section 2.11 of the Administration
Agreement.

            (d) The Indenture Administrator shall furnish to the Noteholders
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Indenture Trustee under the Basic Documents.
The Indenture Administrator shall furnish to the Noteholders promptly upon
receipt thereof from the Owner Trustee notice of any amendment of the
Administration Agreement pursuant to Section 8.5 of the Administration
Agreement.

            Section 7.3 Reports by Issuer. (a) The Issuer shall:

            (i) file with the Indenture Trustee, within 15 days after the Issuer
      is required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Issuer may be required
      to file with the Commission pursuant to Section 13 or 15(d) of the
      Exchange Act;

            (ii) file with the Indenture Trustee and the Commission in
      accordance with rules and regulations prescribed from time to time by the
      Commission such additional information, documents and reports with respect
      to compliance by the Issuer with the conditions and covenants of this
      Indenture as may be required from time to time by such rules and
      regulations; and

            (iii) supply to the Indenture Trustee (and the Indenture Trustee
      shall transmit by mail to all Noteholders described in TIA ss. 313(c))
      such summaries of any information, documents and reports required to be
      filed by the Issuer pursuant to clauses (i) and (ii) of this Section
      7.3(a) as may be required by rules and regulations prescribed from time to
      time by the Commission.

            (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

            Section 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee and the Indenture Administrator may
demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary,
all money and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture. The Indenture Trustee and the Indenture
Administrator shall apply all such money received by it on behalf of Noteholders
or the Trust pursuant to the Administration Agreement as provided in this
Indenture. Except as otherwise


                                       42
<PAGE>

expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Indenture Trust Estate, the Indenture Trustee and the Indenture Administrator
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a
Default under this Indenture and any right to proceed thereafter as provided in
Article V.

            Section 8.2 Trust Accounts. (a) On or prior to the Closing Date, the
Issuer shall cause the Administrator to establish and maintain at the Indenture
Administrator, in the name of the Indenture Trustee, for the benefit of the
Noteholders and the Trust, the Trust Accounts as provided in Section 2.3 of the
Administration Agreement.

            (b) All Available Funds and amounts set forth in paragraph (a)(2) of
the definition of Available Funds with respect to the preceding Collection
Period will be deposited in the Collection Account as provided in Section 2.4 of
the Administration Agreement. On or before each Distribution Date and Monthly
Servicing Payment Date that is not a Distribution Date, the Indenture
Administrator (or any other Paying Agent) shall make the required deposits and
distributions as provided in Sections 2.7 and 2.8 of the Administration
Agreement.

            Section 8.3 General Provisions Regarding Accounts. (a) So long as no
Default shall have occurred and be continuing, all or a portion of the funds in
the Trust Accounts shall be invested in Eligible Investments and reinvested by
the Indenture Administrator pursuant to written instructions by the
Administrator in accordance with and subject to the provisions of Section 2.3(b)
of the Administration Agreement. All income or other gain from investments of
moneys deposited in the Trust Accounts shall be deposited by the Indenture
Administrator in the Collection Account, and any loss resulting from such
investments shall be charged to such Trust Account. The Issuer will not direct
the Indenture Administrator to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Administrator to make any such investment or sale, if requested by the Indenture
Administrator, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Administrator, to such effect.

            (b) Subject to Section 6.1(e), the Indenture Trustee and the
Indenture Administrator shall not in any way be held liable for the selection of
Eligible Investments or by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Indenture Trustee's or the Indenture
Administrator's failure to make payments on such Eligible Investments issued by
the Indenture Trustee or the Indenture Administrator, as the case may be, in its
commercial capacity as principal obligor and not as trustee or indenture
administrator, in accordance with their terms.

            (c) If (i) the Administrator shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 10:00 a.m. Eastern Time (or such other time as may be agreed by the
Issuer and Indenture Trustee) on any Business Day; or (ii) a Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2, or, if such Notes
shall have


                                       43
<PAGE>

been declared due and payable following an Event of Default, amounts collected
or receivable from the Indenture Trust Estate are being applied in accordance
with Section 5.5 as if there had not been such a declaration; then the Indenture
Trustee shall invest and reinvest funds in the Trust Accounts in the Eligible
Investments described in clause (d) of the definition thereof.

            Section 8.4 Release of Indenture Trust Estate. (a) Subject to the
payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee
may, and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey the
Indenture Trustee's interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Indenture Trustee as provided in this
Article VIII shall be bound to ascertain the Indenture Trustee's authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any moneys.

            (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee and the Indenture
Administrator pursuant to Section 6.7 have been paid, release any remaining
portion of the Indenture Trust Estate that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. The Indenture Trustee shall
release property from the lien of this Indenture pursuant to this Section 8.4(b)
only upon receipt of an Issuer Request accompanied by an Officers' Certificate
of the Issuer, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.1.

            (c) Each Noteholder, by the acceptance of a Note, acknowledges that
from time to time the Indenture Trustee shall release the lien of this Indenture
on any Trust Student Loan to be sold (i) to the Depositor in accordance with
Section 6 of the Sale Agreement, (ii) to the Servicer in accordance with Section
3.5 of the Servicing Agreement, (iii) to SLC in accordance with Section 3.11F of
the Servicing Agreement, (iv) to another eligible lender holding one or more
Serial Loans with respect to such Trust Student Loan or (v) to SLC in accordance
with Section 6 of the Purchase Agreement, and each Noteholder, by the acceptance
of a Note, consents to any such release.

            Section 8.5 Opinion of Counsel. The Indenture Trustee and the
Indenture Administrator shall receive at least seven days' notice when requested
by the Issuer to take any action pursuant to Section 8.4(a), accompanied by
copies of any instruments involved, and the Indenture Trustee shall also
require, except in connection with any action contemplated by Section 8.4(c), as
a condition to such action, an Opinion of Counsel stating the legal effect of
any such action, outlining the steps required to complete the same, and
concluding that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the
Indenture Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.



                                       44
<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            Section 9.1 Supplemental Indentures without Consent of Noteholders.
(a) Without the consent of any Noteholders but with prior notice to the Rating
Agencies, the Issuer, the Indenture Trustee and the Indenture Administrator,
when authorized by an Issuer Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee and the Indenture
Administrator, for any of the following purposes:

            (i) to correct or amplify the description of any property at any
      time subject to the lien of this Indenture, or better to assure, convey
      and confirm unto the Indenture Trustee any property subject or required to
      be subjected to the lien of this Indenture, or to subject to the lien of
      this Indenture additional property;

            (ii) to evidence the succession, in compliance with the applicable
      provisions hereof, of another person to the Issuer, and the assumption by
      any such successor of the covenants of the Issuer herein and in the Notes
      contained;

            (iii) to add to the covenants of the Issuer, for the benefit of the
      Noteholders, or to surrender any right or power herein conferred upon the
      Issuer;

            (iv) to convey, transfer, assign, mortgage or pledge any property to
      the Indenture Trustee;

            (v) to cure any ambiguity, to correct or supplement any provision
      herein or in any supplemental indenture which may be inconsistent with any
      other provision herein or in any supplemental indenture or to make any
      other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided that such action
      shall not materially adversely affect the interests of the Noteholders;

            (vi) to evidence and provide for the acceptance of the appointment
      hereunder by a successor trustee with respect to the Notes and to add to
      or change any of the provisions of this Indenture as shall be necessary to
      facilitate the administration of the trusts hereunder by more than one
      trustee, pursuant to the requirements of Article VI; or

            (vii) to modify, eliminate or add to the provisions of this
      Indenture to such extent as shall be necessary to effect the qualification
      of this Indenture under the TIA or under any similar Federal statute
      hereafter enacted and to add to this Indenture such other provisions as
      may be expressly required by the TIA.

            Each of the Indenture Trustee and the Indenture Administrator is
hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained.



                                       45
<PAGE>

            (b) The Issuer, the Indenture Trustee and the Indenture
Administrator, when authorized by an Issuer Order, may, also without the consent
of any of the Noteholders but with prior notice to the Rating Agencies, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Noteholders under this Indenture; provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder.

            Section 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer, the Indenture Trustee and the Indenture Administrator, when authorized
by an Issuer Order, also may, with prior notice to the Rating Agencies and with
the consent of the Noteholders of at least a majority of the Outstanding Amount
of the Notes, by Act of such Noteholders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Noteholders under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Noteholder
of each Outstanding Note affected thereby:

            (i) change the date of payment of any installment of principal of or
      interest on any Note, or reduce the principal amount thereof, the interest
      rate thereon or the Redemption Price with respect thereto, change the
      provisions of this Indenture relating to the application of collections
      on, or the proceeds of the sale of, the Indenture Trust Estate to payment
      of principal of or interest on the Notes, or change any place of payment
      where, or the coin or currency in which, any Note or the interest thereon
      is payable or impair the right to institute suit for the enforcement of
      the provisions of this Indenture requiring the application of funds
      available therefor, as provided in Article V, to the payment of any such
      amount due on the Notes on or after the respective due dates thereof (or,
      in the case of redemption, on or after the Redemption Date);

            (ii) reduce the percentage of the Outstanding Amount of the Notes,
      the consent of the Noteholders of which is required for any such
      supplemental indenture, or the consent of the Noteholders of which is
      required for any waiver of compliance with certain provisions of this
      Indenture or certain defaults hereunder and their consequences provided
      for in this Indenture;

            (iii) modify or alter the provisions of the proviso to the
      definition of the term "Outstanding";

            (iv) reduce the percentage of the Outstanding Amount of the Notes
      required to direct the Indenture Trustee to direct the Issuer to sell or
      liquidate the Indenture Trust Estate pursuant to Section 5.4;

            (v) modify any provision of this Section except to increase any
      percentage specified herein or to provide that certain additional
      provisions of this Indenture or the other Basic Documents cannot be
      modified or waived without the consent of the Noteholder of each
      Outstanding Note affected thereby;

                                       46
<PAGE>

            (vi) modify any of the provisions of this Indenture in such manner
      as to affect the calculation of the amount of any payment of interest or
      principal due on any Note on any Distribution Date (including the
      calculation of any of the individual components of such calculation) or to
      affect the rights of the Noteholders to the benefit of any provisions for
      the mandatory redemption of the Notes contained herein; or

            (vii) permit the creation of any lien ranking prior to or on a
      parity with the lien of this Indenture with respect to any part of the
      Indenture Trust Estate or, except as otherwise permitted or contemplated
      herein, terminate the lien of this Indenture on any property at any time
      subject hereto or deprive any Noteholder of any Note of the security
      provided by the lien of this Indenture.

            It shall not be necessary for any Act of Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

            Promptly after the execution by the Issuer, the Indenture Trustee
and the Indenture Administrator of any supplemental indenture pursuant to this
Section, the Indenture Administrator shall mail to the Noteholders of the Notes
to which such amendment or supplemental indenture relates a notice setting forth
in general terms the substance of such supplemental indenture. Any failure of
the Indenture Administrator to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture.

            Section 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee and the Indenture Administrator shall
be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee and the Indenture Administrator may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's or the Indenture Administrator's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

            Section 9.4 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer and the Noteholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

            Section 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.



                                       47
<PAGE>

            Section 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                   ARTICLE X

                               REDEMPTION OF NOTES

            Section 10.1 Redemption. The Indenture Administrator shall, upon
receipt of written notice from the Servicer pursuant to Section 6.1(b) of the
Administration Agreement, give prompt written notice to the Noteholders of the
occurrence of such event. In the event that the assets of the Trust are sold
pursuant to Section 6.1(a) of the Administration Agreement, that portion of the
amounts on deposit in the Trust Accounts to be distributed to the Noteholders
shall be paid to the Noteholders as provided in Sections 2.7 and 2.8 of the
Administration Agreement. If amounts are to be paid to Noteholders pursuant to
this Section 10.1, the notice of such event from the Indenture Administrator to
the Noteholders shall include notice of the redemption of Notes by application
of such amounts on the next Distribution Date which is not sooner than 15 days
after the date of such notice (the "Redemption Date"), whereupon all such
amounts shall be payable on the Redemption Date.

            Section 10.2 Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Indenture Administrator by first-class mail,
postage prepaid, or by facsimile, mailed or transmitted on or prior to the
applicable Redemption Date to each Noteholder, as of the close of business on
the Record Date preceding the applicable Redemption Date, at such Noteholder's
address or facsimile number appearing in the Note Register.

            All notices of redemption shall state:

            (i) the Redemption Date;

            (ii) the Redemption Price; and

            (iii) the place where such Notes are to be surrendered for payment
      of the Redemption Price (which shall be the office or agency of the Issuer
      to be maintained as provided in Section 3.2).

            Notice of redemption of the Notes shall be given by the Indenture
Administrator in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Noteholder of any Note shall
not impair or affect the validity of the redemption of any other Note.



                                       48
<PAGE>

            Section 10.3 Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall on the Redemption Date become due and payable at
the Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any
period after the date to which accrued interest is calculated for purposes of
calculating the Redemption Price.

                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee or the Indenture
Administrator to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee, the Indenture Administrator and
the Rating Agencies (i) an Officers' Certificate of the Issuer stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this indenture shall include:

            (i) a statement that each signatory of such certificate or opinion
      has read or has caused to be read such covenant or condition and the
      definitions herein relating thereto;

            (ii) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (iii) a statement that, in the opinion of each such signatory, such
      signatory has made such examination or investigation as is necessary to
      enable such signatory to express an informed opinion as to whether or not
      such covenant or condition has been complied with; and

            (iv) a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

            (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Administrator that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee, the Indenture
Administrator and the Rating Agencies an Officers' Certificate of the Issuer
certifying


                                       49
<PAGE>

or stating the opinion of each person signing such certificate as to the fair
value (within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.

            (ii) Whenever the Issuer is required to furnish to the Indenture
      Trustee, the Indenture Administrator and the Rating Agencies an Officers'
      Certificate of the Issuer certifying or stating the opinion of any signer
      thereof as to the matters described in clause (i) above, the Issuer shall
      also deliver to the Indenture Trustee and the Indenture Administrator an
      Independent Certificate as to the same matters, if the fair value to the
      Issuer of the securities to be so deposited and of all other such
      securities made the basis of any such withdrawal or release since the
      commencement of the then-current fiscal year of the Issuer, as set forth
      in the certificates delivered pursuant to clause (i) above and this clause
      (ii), is 10% or more of the Outstanding Amount of the Notes, but such a
      certificate need not be furnished with respect to any securities so
      deposited, if the fair value thereof to the Issuer as set forth in the
      related Officers' Certificate is less than $25,000 or less than one
      percent of the Outstanding Amount of the Notes.

            (iii) Other than any property released as contemplated by clause (v)
      below, whenever any property or securities are to be released from the
      lien of this Indenture, the Issuer shall also furnish to the Indenture
      Trustee and the Indenture Administrator an Officers' Certificate of the
      Issuer certifying or stating the opinion of each person signing such
      certificate as to the fair value (within 90 days of such release) of the
      property or securities proposed to be released and stating that in the
      opinion of such person the proposed release will not impair the security
      under this Indenture in contravention of the provisions hereof.

            (iv) Whenever the Issuer is required to furnish to the Indenture
      Trustee or the Indenture Administrator an Officers' Certificate of the
      Issuer certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuer shall also furnish to
      the Indenture Trustee and the Indenture Administrator an Independent
      Certificate as to the same matters if the fair value of the property or
      securities and of all other property, other than property as contemplated
      by clause (v) below, or securities released from the lien of this
      Indenture since the commencement of the then-current calendar year, as set
      forth in the certificates required by clause (iii) above and this clause
      (iv), equals 10% or more of the Outstanding Amount of the Notes, but such
      certificate need not be furnished in the case of any release of property
      or securities if the fair value thereof as set forth in the related
      Officers' Certificate is less than $25,000 or less than one percent of the
      then Outstanding Amount of the Notes.

            (v) Notwithstanding Section 2.9 or any other provision of this
      Section, the Issuer may, without compliance with the requirements of the
      other provisions of this Section, (A) collect, liquidate, sell or
      otherwise dispose of Trust Student Loans as and to the extent permitted or
      required by the Basic Documents, (B) make cash payments out of the Trust
      Accounts as and to the extent permitted or required by the Basic Documents
      and (C) convey to the Depositor, the Servicer or another eligible lender
      those specified Trust Student Loans as and to the extent permitted or
      required by and in accordance with Section 8.4(c) hereof and Section 6 of
      the Sale Agreement, Section 3.5 of the Servicing Agreement or Section
      3.11E of the Servicing Agreement, respectively.



                                       50
<PAGE>

            Section 11.2 Form of Documents Delivered to Indenture Trustee or
Indenture Administrator. In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters, and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

            Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Servicer, the Depositor, the Issuer or the Administrator, stating that the
information with respect to such factual matters is in the possession of the
Servicer, the Depositor, the Issuer or the Administrator, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee or the Indenture Administrator,
it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer's compliance with any
term hereof, it is intended that the truth and accuracy, at the time of the
granting of such application or at the effective date of such certificate or
report (as the case may be), of the facts and opinions stated in such document
shall in such case be conditions precedent to the right of the Issuer to have
such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Indenture Trustee's
or the Indenture Administrator's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article
VI.

            Section 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section.



                                       51
<PAGE>

            (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

            (c) The ownership of Notes shall be proved by the Note Register.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Noteholder shall bind the Noteholder of every Note
issued upon registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

            Section 11.4 Notices, etc. , to Indenture Trustee, Indenture
Administrator, Issuer and Rating Agencies. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing and if such request,
demand, authorization, direction, notice, consent, waiver or Act of Noteholders
is to be made upon, given or furnished to or filed with:

            (a) The Indenture Trustee by any Noteholder, the Servicer, the
Administrator or by the Issuer shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to or with the Indenture Trustee
at its Corporate Trust Office.

            (b) The Indenture Administrator by any Noteholder, the Servicer, the
Administrator, the Indenture Trustee or by the Issuer shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Indenture Administrator addressed to: Citibank, N.A., 388 Greenwich Street,
14th Floor, New York, New York 10013, Attention: Structured Finance Agency and
Trust - SLC Student Loan Trust 2004-1.

            (c) The Issuer by the Indenture Trustee, the Indenture Administrator
or by any Noteholder shall be sufficient for every purpose hereunder if in
writing and mailed, first-class, postage prepaid, to the Issuer addressed to:
SLC Student Loan Trust 2004-1, in care of Wilmington Trust Company, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust
Administration; and the Administrator, The Student Loan Corporation, 750
Washington Boulevard, 9th Floor, Stamford, Connecticut 06901, Attention: Daniel
McHugh, or any other address previously furnished in writing to the Indenture
Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit
any notice received by it from the Noteholders to the Indenture Administrator.

            Notices required to be given to the Rating Agencies by the Issuer,
the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall be
in writing, personally delivered or mailed by certified mail, return receipt
requested, to (i) in the case of Moody's, at the following address: ABS
Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in the
case of S&P, at the following address: 55 Water Street, New York, New York
10041-0003, Attention: Asset Backed Surveillance Department, 32nd Floor, and
(iii) in the case of Fitch, at the following address: One State Street Plaza,
New York, New York 10004, Attention: ABS Surveillance, or email to
abs.surveillance@fitchratings.com; or as to each of the foregoing, at such other
address as shall be designated by written notice to the other parties.



                                       52
<PAGE>

            Section 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

            In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

            Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default.

            Section 11.6 Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Noteholder providing
for a method of payment, or notice by the Indenture Trustee, the Indenture
Administrator or any Paying Agent to such Noteholder, that is different from the
methods provided for in this Indenture for such payments or notices. The Issuer
will furnish to the Indenture Trustee and the Indenture Administrator a copy of
each such agreement and the Indenture Trustee and the Indenture Administrator
will cause payments to be made and notices to be given in accordance with such
agreements.

            Section 11.7 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

            The provisions of TIA ss.ss. 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.



                                       53
<PAGE>

            Section 11.8 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successor and assigns,
whether so expressed or not. All agreements of the Indenture Trustee and the
Indenture Administrator in this Indenture shall bind the successors, co-trustees
and agents (excluding any legal representatives or accountants) of the Indenture
Trustee and the Indenture Administrator, respectively.

            Section 11.10 Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            Section 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied shall give to any person, other than the parties
hereto and their successors hereunder, the Noteholders, any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Indenture Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

            Section 11.12 Legal Holidays. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

            Section 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN ss.5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

            Section 11.15 Recording of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

            Section 11.16 Trust Obligations. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Depositor, the
Administrator, the Servicer, the Eligible Lender Trustee, the Indenture Trustee,
the Indenture Administrator or the


                                       54
<PAGE>

Owner Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Indenture
Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee, the Indenture Administrator, the Eligible
Lender Trustee or the Owner Trustee in its individual capacity, any holder or
owner of a beneficial interest in the Issuer, the Eligible Lender Trustee, the
Indenture Trustee, the Indenture Administrator or the Owner Trustee or of any
successor or assign thereof in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee, the Indenture Administrator, the Eligible Lender Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

            Section 11.17 No Petition. The Indenture Trustee and the Indenture
Administrator, by entering into this Indenture, and each Noteholder, by
accepting a Note, hereby covenant and agree that they shall not at any time
institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency, receivership or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Basic Documents. The foregoing shall not limit the rights of the
Indenture Trustee to file any claim in, or otherwise take any action with
respect to, any insolvency proceeding that was instituted against the Issuer by
any Person other than the Indenture Trustee.

            Section 11.18 Inspection. The Issuer agrees that, on reasonable
prior notice, it shall permit any representative of the Indenture Trustee or the
Indenture Administrator, during the Issuer's normal business hours, to examine
all the books of account, records, reports, and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's officers, employees, and Independent
certified public accountants, all at such reasonable times and as often as may
be reasonably requested. The Indenture Trustee or the Indenture Administrator
shall and shall cause its representatives to hold in confidence all such
information obtained from such examination or inspection except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

            Section 11.19 Indenture Administrator as Agent of Indenture Trustee.
The parties hereto hereby acknowledge that the Indenture Administrator is acting
solely as an agent of the Indenture Trustee hereunder and shall have no
liability or obligation to the Noteholders whatsoever in connection with the
performance by it of its obligations hereunder.



                                       55
<PAGE>

            Section 11.20 Payments of Taxes and Other Governmental Charges. (a)
The Indenture Administrator shall request, and Noteholders shall provide, all
appropriate tax certifications and forms necessary to enable the Trust or its
agents, to determine their duties and liabilities with respect to any taxes or
other charges that they may be required to pay, deduct or withhold in respect of
the Notes under any present or future law or regulation of the United States or
any present or future law or regulation of any political subdivision thereof or
taxing authority therein or to comply with any reporting or other requirements
under any law or regulation, and to pay, deduct or withhold any such taxes or
charges and remit them to the relevant taxing authorities as required under law.
Such certification shall take the form of a correct, complete and executed U.S.
Internal Revenue Service Form W-9, W-8BEN, W-8ECI, or W-8IMY (or any successors
thereto), as applicable, with appropriate attachments, that identifies such
Noteholder.

            (b) If such forms are not provided or if any tax or other
governmental charge shall otherwise become payable by or on behalf of the
Indenture Administrator, including any tax or governmental charge required to be
withheld from any payment made by the Indenture Administrator under the
provisions of any applicable law or regulation with respect to the Notes, such
tax or governmental charge shall be payable by the Noteholder and may be
withheld by the Indenture Administrator. The Issuer and the Indenture
Administrator shall have the right to refuse the surrender, registration of
transfer or exchange of any Note with respect to which such tax or other
governmental charge shall be payable until such payment shall have been made by
the Noteholder.

                            [SIGNATURE PAGE FOLLOWS]


                                       56
<PAGE>

            IN WITNESS WHEREOF, the Issuer, the Eligible Lender Trustee, the
Indenture Trustee and the Indenture Administrator have caused this Indenture to
be duly executed by their respective officers, thereunto duly authorized and
duly attested, all as of the day and year first above written.

                                       SLC STUDENT LOAN TRUST 2004-1


                                       By:  WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but
                                       solely as Owner Trustee


                                          By: /s/  Janel R. Havrilla
                                             -----------------------------------
                                             Name:  Janel R. Havrilla
                                             Title: Financial Services Officer


                                       CITIBANK, N.A.,
                                       not in its individual capacity but
                                       solely as Eligible Lender Trustee


                                       By:  /s/  Kristen Driscoll
                                          --------------------------------------
                                          Name:  Kristen Driscoll
                                          Title: Vice President



                                       WACHOVIA BANK, NATIONAL
                                       ASSOCIATION,
                                       not in its individual capacity but
                                       solely as Indenture Trustee


                                       By:  /s/ Robert P. Muller
                                          --------------------------------------
                                          Name:  Robert P. Muller
                                          Title: Vice President


<PAGE>

                                       CITIBANK, N.A.,
                                       not in its individual capacity but
                                       solely as Indenture Administrator



                                       By:  /s/ Kristen Driscoll
                                          --------------------------------------
                                          Name:  Kristen Driscoll
                                          Title: Vice President

<PAGE>

                                                                      APPENDIX A

                              DEFINITIONS AND USAGE
                          SLC Student Loan Trust 2004-1

                                      Usage

            The following rules of construction and usage shall be applicable to
any instrument that is governed by this appendix (this "Appendix"):

            (a) All terms defined in this Appendix shall have the defined
      meanings when used in any instrument governed hereby and in any
      certificate or other document made or delivered pursuant thereto unless
      otherwise defined therein.

            (b) As used herein, in any instrument governed hereby and in any
      certificate or other document made or delivered pursuant thereto,
      accounting terms not defined in this Appendix or in any such instrument,
      certificate or other document, and accounting terms partly defined in this
      Appendix or in any such instrument, certificate or other document, to the
      extent not defined, shall have the respective meanings given to them under
      generally accepted accounting principles as in effect on the date of such
      instrument. To the extent that the definitions of accounting terms in this
      Appendix or in any such instrument, certificate or other document are
      inconsistent with the meanings of such terms under generally accepted
      accounting principles, the definitions contained in this Appendix or in
      any such instrument, certificate or other document shall control.

            (c) The words "hereof," "herein," "hereunder" and words of similar
      import when used in an instrument refer to such instrument as a whole and
      not to any particular provision or subdivision thereof; references in an
      instrument to "Article," "Section" or another subdivision or to an
      attachment are, unless the context otherwise requires, to an article,
      section or subdivision of or an attachment to such instrument; and the
      term "including" means "including without limitation."

            (d) The definitions contained in this Appendix are equally
      applicable to both the singular and plural forms of such terms and to the
      masculine as well as to the feminine and neuter genders of such terms.

            (e) Any agreement, instrument or statute defined or referred to
      below or in any agreement or instrument that is governed by this Appendix
      means such agreement or instrument or statute as from time to time
      amended, modified or supplemented, including (in the case of agreements or
      instruments) by assignment, assumption, waiver or consent and (in the case
      of statutes) by succession of comparable successor statutes and includes
      (in the case of agreements or instruments) references to all attachments
      thereto and instruments incorporated therein. References to a Person are
      also to its permitted successors and assigns.


                                  Appendix A-1
<PAGE>

                                   Definitions

            "Accrual Period" means, with respect to a Distribution Date, the
period from and including the immediately preceding Distribution Date to, but
excluding, the then-current Distribution Date, or in the case of the initial
such period, the period from and including the Closing Date to, and including,
February 14, 2005.

            "Act" means the Securities Act of 1933, as amended.

            "Actual/360" means that interest is calculated on the basis of the
actual number of days elapsed in a year of 360 days.

            "Adjusted Pool Balance" means, for any Distribution Date, (i) if the
Pool Balance as of the last day of the related Collection Period is greater than
40% of the Initial Pool Balance, the sum of such Pool Balance, the Capitalized
Interest Account Balance and the Specified Reserve Account Balance for such
Distribution Date, or (ii) if the Pool Balance as of the last day of the related
Collection Period is less than or equal to 40% of the Initial Pool Balance, the
sum of such Pool Balance and the Capitalized Interest Account Balance.

            "Administration Agreement" means the Administration Agreement, dated
as of November 23, 2004, among the Administrator, the Servicer and the Trust.

            "Administration Fees" has the meaning specified in Section 2.15 of
the Administration Agreement.

            "Administrator" means SLC, in its capacity as administrator of the
Trust in accordance with the Administration Agreement.

            "Administrator Default" has the meaning specified in Section 5.1 of
the Administration Agreement.

            "Administrator's Certificate" means an Officers' Certificate of the
Administrator delivered pursuant to Section 3.1(c) of the Administration
Agreement.

            "Administrator's Officers' Certificate" means an Officers'
Certificate of the Administrator delivered pursuant to Section 3.1(b) of the
Administration Agreement.

            "Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Authorized Officer" means (i) with respect to the Trust, the
Administrator, (ii) with respect to the Administrator, any officer of the
Administrator or any of its Affiliates who is authorized to act for the
Administrator in matters relating to itself or to the Trust and to be acted upon
by the Administrator pursuant to the Basic Documents and who is identified on
the

                                  Appendix A-2
<PAGE>

list of Authorized Officers delivered by the Administrator to the Indenture
Administrator on the Closing Date (as such list may be modified or supplemented
from time to time thereafter), (iii) with respect to the Depositor, any officer
of the Depositor or any of its Affiliates who is authorized to act for the
Depositor in matters relating to or to be acted upon by the Depositor pursuant
to the Basic Documents and who is identified on the list of Authorized Officers
delivered by the Depositor to the Indenture Administrator on the Closing Date
(as such list may be modified or supplemented from time to time thereafter) and
(iv) with respect to the Servicer, any officer of the Servicer who is authorized
to act for the Servicer in matters relating to or to be acted upon by the
Servicer pursuant to the Basic Documents and who is identified on the list of
Authorized Officers delivered by the Servicer to the Indenture Administrator on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter).

            "Available Funds" means, as to a Distribution Date or any related
Monthly Servicing Payment Date, the sum of the following amounts received with
respect to the related Collection Period or, in the case of a Monthly Servicing
Payment Date, the applicable portion of these amounts:

            all collections on the Trust Student Loans received by the Servicer
      on the Trust Student Loans, including any Guarantee Payments received on
      the Trust Student Loans, but net of:

                              any collections in respect of principal on the
                        Trust Student Loans applied by the Trust to repurchase
                        guaranteed loans from the Guarantors under the Guarantee
                        Agreements, and

                              amounts required by the Higher Education Act to be
                        paid to the Department or to be repaid to borrowers,
                        whether or not in the form of a principal reduction of
                        the applicable Trust Student Loan, on the Trust Student
                        Loans for that Collection Period, if any;

            any Interest Subsidy Payments and Special Allowance  Payments with
      respect to the Trust Student Loans during that Collection Period;

            all Liquidation Proceeds from any Trust Student Loans which became
      Liquidated Student Loans during that Collection Period in accordance with
      the Servicer's customary servicing procedures, net of expenses incurred by
      the Servicer related to their liquidation and any amounts required by law
      to be remitted to the borrowers on the Liquidated Student Loans, and all
      Recoveries on Liquidated Student Loans which were written off in prior
      Collection Periods or during that Collection Period;

            the aggregate Purchase Amounts received during that Collection
      Period for those Trust Student Loans repurchased by the Depositor or
      purchased by the Servicer or for Trust Student Loans sold to another
      eligible lender pursuant to Section 3.11E of the Servicing Agreement;

            the aggregate Purchase Amounts received during that Collection
      Period for those Trust Student Loans repurchased by SLC;

                                  Appendix A-3
<PAGE>

            the aggregate amounts, if any, received from any of SLC, the
      Depositor or the Servicer, as the case may be, as reimbursement of
      non-guaranteed interest amounts, or lost Interest Subsidy Payments and
      Special Allowance Payments, on the Trust Student Loans pursuant to the
      Sale Agreement or Section 3.5 of the Servicing Agreement, respectively;

            amounts received by the Trust pursuant to Sections 3.1 and 3.13 of
      the Servicing Agreement during that Collection Period as to yield or
      principal adjustments;

            any interest remitted by the Administrator to the Collection Account
      prior to such Distribution Date or Monthly Servicing Payment Date;

            Investment Earnings for that Distribution Date earned on amounts on
      deposit in each Trust Account;

            amounts  received  by the Trust from SLC in  respect  of  borrower
      benefits;

            on the February 2007 Distribution Date, all funds then on deposit in
      the Capitalized Interest Account that are transferred into the Collection
      Account on that Distribution Date;

            amounts transferred from the Reserve Account in excess of the
      Specified Reserve Account Balance as of that Distribution Date; and

            as to the first  Distribution Date, the Collection Account Initial
      Deposit.

            provided that if on any Distribution Date there would not be
            sufficient funds, after application of Available Funds, as defined
            above, and application of amounts available from the Reserve Account
            to pay any of the items specified in clauses (a) through (d) of
            Section 2.8 of the Administration Agreement (but excluding clause
            (d), and including clauses (e) through (j) thereof, in the event
            that a condition exists as described in either clause (i) or (ii) of
            paragraph (x) of Section 2.8 of the Administration Agreement), as
            set forth in Section 2.9 of the Administration Agreement, relating
            to such distributions, then Available Funds for that Distribution
            Date will include, in addition to the Available Funds as defined
            above, amounts on deposit in the Collection Account, or amounts held
            by the Administrator, or which the Administrator reasonably
            estimates to be held by the Administrator, for deposit into the
            Collection Account on the related Determination Date which would
            have constituted Available Funds for the Distribution Date
            succeeding that Distribution Date, up to the amount necessary to pay
            such items, and the Available Funds for the succeeding Distribution
            Date will be adjusted accordingly.

            "Basic Documents" means the Trust Agreement, the Indenture, the
Servicing Agreement, the Sub-Servicing Agreement, the Administration Agreement,
the Sale Agreement, the Purchase Agreement, the Guarantee Agreements, the Note
Depository Agreement, the Custody Agreement and other documents and certificates
delivered in connection with any such documents.

                                  Appendix A-4
<PAGE>

            "Benefit Plan" means (i) an employee benefit plan (as defined in
Section 3(3) of ERISA), whether or not subject to the provisions of Title I of
ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, whether or not
subject to Section 4975 of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity.

            "Bill of Sale" has the meaning specified in either the Purchase
Agreement or the Sale Agreement, as applicable.

            "Book-Entry Note" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10 of the Indenture.

            "Business Day" means (i) with respect to calculating LIBOR of a
specified maturity, any day on which banks in New York, New York and London,
England are open for the transaction of international business and (ii) for all
other purposes, any day other than a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York, New York or Wilmington,
Delaware are authorized or obligated by law, regulation or executive order to
remain closed.

            "Capitalized Interest Account" means the account designated as such,
established and maintained pursuant to Section 2.3(a) of the Administration
Agreement.

            "Capitalized Interest Account Balance" means, for any Distribution
Date through and including the February 2007 Distribution Date:

            (i) if neither of the Capitalized Interest Conditions are in effect,
the amount on deposit in the Capitalized Interest Account on the Distribution
Date following those distributions with respect to clauses (b) and (c) (or
clauses (b) and (e) if a Class B Interest Subordination Condition is in effect)
under Section 2.8 of the Administration Agreement; or

            (ii) if either of the Capitalized Interest Conditions are in effect,
the excess, if any, of (x) the amount on deposit in the Capitalized Interest
Account on the Distribution Date following those distributions with respect to
clause (b) under Section 2.8 of the Administration Agreement, over (y) the Class
B Noteholders' Interest Distribution Amount.

            "Capitalized Interest Account Initial Deposit" means $7,302,491.

            "Capitalized Interest Conditions" means the following two
conditions:

            (1) on any Distribution Date following distributions applied in
accordance with clauses (a) through (j) under Section 2.8 of the Administration
Agreement to be made on that Distribution Date, the Outstanding Amount of the
Class A Notes, would be in excess of:

            (a) the outstanding principal balance of the Trust Student Loans as
of the last day of the related Collection Period plus

            (b) any accrued but unpaid interest on the Trust Student Loans as of
the last day of the related Collection Period plus


                                  Appendix A-5
<PAGE>

            (c) the balance of the Capitalized Interest Account on the
Distribution Date following those distributions made in accordance with clauses
(b) and (c) (or clauses (b) and (e) if a Class B Interest Subordination
Condition is in effect) under Section 2.8 of the Administration Agreement plus

            (d) the balance of the Reserve Account on the Distribution Date
following those distributions made under clauses (a) through (j) under Section
2.8 of the Administration Agreement minus

            (e) the Specified Reserve Account Balance for that Distribution
Date, or

            (2) an Event of Default described in Section 5.1(i) or (ii) with
respect to the Class A Notes or Section 5.1(iv) or (v) has occurred and is
continuing.

            "Carryover Servicing Fee" has the meaning specified in Attachment A
to the Servicing Agreement.

            "Class A Note" means a Class A-1 Note, Class A-2 Note, Class A-3
Note, Class A-4 Note, Class A-5 Note, Class A-6 Note or Class A-7 Note.

            "Class A Note Interest Shortfall" means, for any Distribution Date,
the excess of (i) the Class A Noteholders' Interest Distribution Amount on the
preceding Distribution Date, over (ii) the amount of interest actually
distributed to the Class A Noteholders on that preceding Distribution Date, plus
interest on the amount of that excess, to the extent permitted by law, at the
interest rate applicable for each such class of Notes from that preceding
Distribution Date to the current Distribution Date.

            "Class A Note Principal Shortfall" means, as of the close of any
Distribution Date, the excess of (i) the Class A Noteholders' Principal
Distribution Amount on that Distribution Date, over (ii) the amount of principal
actually distributed to the Class A Noteholders on such Distribution Date.

            "Class A Noteholder" means the Person in whose name a Class A Note
is registered in the Note Register.

            "Class A Noteholders' Distribution Amount" means, for any
Distribution Date, the sum of the Class A Noteholders' Interest Distribution
Amount and the Class A Noteholders' Principal Distribution Amount for that
Distribution Date.

            "Class A Noteholders' Interest Distribution Amount" means, for any
Distribution Date, the sum of: (1) the amount of interest accrued at the Class
A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, Class A-5
Rate, Class A-6 Rate or the Class A-7 Rate, as applicable, for the related
Accrual Period on the Outstanding Amount of all classes of Class A Notes on the
immediately preceding Distribution Date(s) after giving effect to all principal
distributions to Class A Noteholders on that preceding Distribution Date or, in
the case of the first Distribution Date, on the Closing Date, and (2) the Class
A Note Interest Shortfall for that Distribution Date.

                                  Appendix A-6
<PAGE>

            "Class A Noteholders' Principal Distribution Amount" means, for any
Distribution Date, the Principal Distribution Amount multiplied by the Class A
Percentage for that Distribution Date, plus any Class A Note Principal Shortfall
as of the close of business on the preceding Distribution Date; provided that
the Class A Noteholders' Principal Distribution Amount will not exceed the
Outstanding Amount of the Class A Notes. In addition, on the maturity date for
any class of Class A Notes, the principal required to be distributed to the
related Noteholders will include the amount required to reduce the Outstanding
Amount of that class to zero.

            "Class A Percentage" means 100% minus the Class B Percentage.

            "Class A-1 Maturity Date" means the August 2010 Distribution Date.

            "Class A-2 Maturity Date" means the February 2014 Distribution Date.

            "Class A-3 Maturity Date" means the May 2016 Distribution Date.

            "Class A-4 Maturity Date" means the August 2019 Distribution Date.

            "Class A-5 Maturity Date" means the November 2021 Distribution Date.

            "Class A-6 Maturity Date" means the May 2023 Distribution Date.

            "Class A-7 Maturity Date" means the November 2027 Distribution Date.

            "Class A-1 Noteholder" means a Person in whose name a Class A-1 Note
is registered in the Note Register.

            "Class A-2 Noteholder" means a Person in whose name a Class A-2 Note
is registered in the Note Register.

            "Class A-3 Noteholder" means a Person in whose name a Class A-3 Note
is registered in the Note Register.

            "Class A-4 Noteholder" means a Person in whose name a Class A-4 Note
is registered in the Note Register.

            "Class A-5 Noteholder" means a Person in whose name a Class A-5 Note
is registered in the Note Register.

            "Class A-6 Noteholder" means a Person in whose name a Class A-6 Note
is registered in the Note Register.

            "Class A-7 Noteholder" means a Person in whose name a Class A-7 Note
is registered in the Note Register.

            "Class A-1 Notes" means the $119,450,000 Floating Rate Class A-1
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

                                  Appendix A-7
<PAGE>

            "Class A-2 Notes" means the $247,050,000 Floating Rate Class A-2
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

            "Class A-3 Notes" means the $153,500,000 Floating Rate Class A-3
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

            "Class A-4 Notes" means the $269,200,000 Floating Rate Class A-4
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

            "Class A-5 Notes" means the $230,800,000 Floating Rate Class A-5
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

            "Class A-6 Notes" means the $130,000,000 Floating Rate Class A-6
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

            "Class A-7 Notes" means the $290,980,000 Floating Rate Class A-7
Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A thereto.

            "Class A-1 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, minus 0.02%, based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-1 Rate
shall mean the Initial Accrual Rate minus 0.02%, based on an Actual/360 accrual
method.

            "Class A-2 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.01% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-2 Rate
shall mean the Initial Accrual Rate plus 0.01%, based on an Actual/360 accrual
method.

            "Class A-3 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.06% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-3 Rate
shall mean the Initial Accrual Rate plus 0.06%, based on an Actual/360 accrual
method.

            "Class A-4 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.11% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-4 Rate
shall mean the Initial Accrual Rate plus 0.11%, based on an Actual/360 accrual
method.

                                  Appendix A-8
<PAGE>

            "Class A-5 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.13% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-5 Rate
shall mean the Initial Accrual Rate plus 0.13%, based on an Actual/360 accrual
method.

            "Class A-6 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.16% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-6 Rate
shall mean the Initial Accrual Rate plus 0.16%, based on an Actual/360 accrual
method.

            "Class A-7 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.23% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-7 Rate
shall mean the Initial Accrual Rate plus 0.23%, based on an Actual/360 accrual
method.

            "Class B Interest Subordination Condition" means, if after giving
effect to all required distributions of principal and interest on the Notes on
any Distribution Date, the outstanding principal balance of the Trust Student
Loans as of the last day of the related Collection Period, plus accrued but
unpaid interest thereon as of the last day of the related Collection Period, and
amounts then on deposit in the Reserve Account in excess of the Specified
Reserve Account Balance as of such Distribution Date, would be less than the
Outstanding Amount of the Class A Notes.

            "Class B Maturity Date" means the August 2031 Distribution Date.

            "Class B Note Interest Shortfall" means, with respect to any
Distribution Date, the excess of (i) the Class B Noteholders' Interest
Distribution Amount on the preceding Distribution Date over (ii) the amount of
interest actually distributed to the Class B Noteholders on such preceding
Distribution Date, plus interest on the amount of such excess interest due to
the Class B Noteholders, to the extent permitted by law, at the Class B Rate
from such preceding Distribution Date to the current Distribution Date.

            "Class B Note Principal Shortfall" means, as of the close of any
Distribution Date, the excess of (i) the Class B Noteholders' Principal
Distribution Amount on such Distribution Date over (ii) the amount of principal
actually distributed to the Class B Noteholders on such Distribution Date.

            "Class B Noteholder" means the Person in whose name a Class B Note
is registered in the Note Register.

            "Class B Noteholders' Distribution Amount" means, for any
Distribution Date, the sum of the Class B Noteholders' Interest Distribution
Amount and the Class B Noteholders' Principal Distribution Amount for that
Distribution Date.

                                  Appendix A-9
<PAGE>

            "Class B Noteholders' Interest Distribution Amount" means, for any
Distribution Date, the sum of (1) the amount of interest accrued at the Class B
Rate for the related Accrual Period on the Outstanding Amount of the Class B
Notes on the immediately preceding Distribution Date(s) (or, in the case of the
first Distribution Date, the Closing Date), after giving effect to all principal
distributions to Class B Noteholders on that preceding Distribution Date, and
(ii) the Class B Note Interest Shortfall for that Distribution Date.

            "Class B Noteholders' Principal Distribution Amount" means, for any
Distribution Date, the Principal Distribution Amount multiplied by the Class B
Percentage for that Distribution Date, plus any Class B Note Principal Shortfall
as of the close of business on the preceding Distribution Date; provided that
the Class B Noteholders' Principal Distribution Amount will not exceed the
Outstanding Amount of the Class B Notes. In addition, on the Class B Maturity
Date, the principal required to be distributed to the Class B Noteholders will
include the amount required to reduce the Outstanding Amount of the Class B
Notes to zero.

            "Class B Percentage" means, with respect to any Distribution Date:

            prior to the Stepdown Date or with respect to any Distribution Date
      on which a Trigger Event is in effect, zero; and

            on and after the Stepdown Date and provided that no Trigger Event is
      in effect, a fraction expressed as a percentage, the numerator of which is
      the aggregate Outstanding Amount of the Class B Notes immediately prior to
      that Distribution Date and the denominator of which is the aggregate
      Outstanding Amount of all Notes, immediately prior to that Distribution
      Date.

            "Class B Notes" means the $44,567,000 Floating Rate Class B Student
      Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture,
      substantially in the form of Exhibit A thereto.

            "Class B Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.29% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class B Rate
shall mean the Initial Accrual Rate plus 0.29%, based on an Actual/360 accrual
method.

            "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to applicable law. The initial Clearing Agency shall be DTC,
and the initial nominee for such Clearing Agency shall be Cede & Co.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

            "Closing Date" means November 23, 2004.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.

                                  Appendix A-10
<PAGE>

            "Collateral" has the meaning specified in the Granting Clause of the
Indenture.

            "Collection Account" means the account designated as such,
established and maintained pursuant to Section 2.3(a) of the Administration
Agreement.

            "Collection Account Initial Deposit" means $0.

            "Collection Period" means, with respect to the first Distribution
Date, the period beginning on the Closing Date and ending on January 31, 2005,
and with respect to each subsequent Distribution Date the Collection Period
means the three calendar months immediately following the end of the previous
Collection Period.

            "Commission" means the United States Securities and Exchange
Commission.

            "Consolidation Loans" means the Student Loans made in accordance
with the Section 428C of the Higher Education Act.

            "Corporate Trust Office" means (i) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the Closing Date is located at Wachovia Bank, National Association, 401 South
Tryon Street, Charlotte, NC 28288, Attention: Structured Finance Trust Services,
telephone: (800) 665-9359, facsimile: (704)383-2661, or at such other address as
the Indenture Trustee may designate from time to time by notice to the
Noteholders and the Depositor, or the principal corporate trust office of any
successor to the Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders, the Administrator and the Depositor), (ii)
with respect to the Indenture Administrator, the principal corporate trust
office of the Indenture Administrator located at Citibank, N.A., 388 Greenwich
Street, 14th Floor, New York, New York 10013, Attention: Structured Finance
Agency and Trust - SLC Student Loan trust 2004-1, telephone: 800-422-2066,
facsimile: 212-816-5527, or at such other address as the Indenture Administrator
may designate by notice to the Depositor, or the principal corporate trust
office of any successor to the Indenture Administrator (the address of which the
successor to the Indenture Administrator will notify the Administrator and the
Depositor).and (iii) with respect to the Eligible Lender Trustee, the principal
corporate trust office of the Eligible Lender Trustee located at Citibank, N.A.,
388 Greenwich Street, 14th Floor, New York, New York 10013, Attention:
Structured Finance Agency and Trust - SLC Student Loan trust 2004-1, telephone:
800-422-2066, facsimile: 212-816-5527, or at such other address as the Eligible
Lender Trustee may designate by notice to the Depositor, or the principal
corporate trust office of any successor Eligible Lender Trustee (the address of
which the successor Eligible Lender Trustee will notify the Administrator and
the Depositor).

            "Custodian" means Citibank USA, National Association, a national
banking association.

            "Custody Agreement" means the Custody Agreement, dated as of
November 23, 2004, among the Issuer, the Custodian, the Eligible Lender Trustee
and the Indenture Trustee.

            "Cutoff Date" means the Closing Date.

                                  Appendix A-11
<PAGE>

            "Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

            "Definitive Notes" has the meaning specified in Section 2.10 of the
Indenture.

            "Delaware Statutory Trust Act" or "Statutory Trust Act" means
Chapter 38 of Title 12, Part V of the Delaware Code, entitled "Treatment of
Delaware Statutory Trusts".

            "Delivery" means, when used with respect to Trust Account Property:

            with respect to bankers' acceptances, commercial paper, negotiable
      certificates of deposit and other obligations that constitute
      "instruments" within the meaning of Section 9-102(a)(47) of the UCC and
      are susceptible of physical delivery, transfer thereof to the Indenture
      Trustee, the Indenture Administrator or their respective nominee or
      custodian by physical delivery to the Indenture Trustee, the Indenture
      Administrator or their respective nominee or custodian endorsed to, or
      registered in the name of, the Indenture Trustee, the Indenture
      Administrator or their respective nominee or custodian or endorsed in
      blank, and, with respect to a certificated security (as defined in Section
      8-102(a)(3) of the UCC) transfer thereof (i) by delivery of such
      certificated security endorsed to, or registered in the name of, the
      Indenture Trustee, the Indenture Administrator or their respective nominee
      or custodian or endorsed in blank to a securities intermediary (as defined
      in Section 8-102(a)(14) of the UCC) and the making by such securities
      intermediary of entries on its books and records identifying such
      certificated securities as belonging to the Indenture Trustee, the
      Indenture Administrator or their respective nominee or custodian and the
      sending by such securities intermediary of a confirmation of the purchase
      of such certificated security by the Indenture Trustee, the Indenture
      Administrator or their respective its nominee or custodian, or (ii) by
      delivery thereof to a "clearing corporation" (as defined in Section
      8-102(a)(5) of the UCC) and the making by such clearing corporation of
      appropriate entries on its books reducing the appropriate securities
      account of the transferor and increasing the appropriate securities
      account of a securities intermediary by the amount of such certificated
      security, the identification by the clearing corporation of the
      certificated securities for the sole and exclusive account of the
      securities intermediary, the maintenance of such certificated securities
      by such clearing corporation or the nominee of either subject to the
      clearing corporation's exclusive control, the sending of a confirmation by
      the securities intermediary of the purchase by the Indenture Trustee, the
      Indenture Administrator or their respective nominee or custodian of such
      securities and the making by such securities intermediary of entries on
      its books and records identifying such certificated securities as
      belonging to the Indenture Trustee, the Indenture Administrator or their
      respective nominee or custodian (all of the foregoing, but not including
      Trust Student Loans, "Physical Property"); and such additional or
      alternative procedures as may hereafter become appropriate to effect the
      complete transfer of ownership of any such Trust Account Property to the
      Indenture Trustee, the Indenture Administrator or their respective nominee
      or custodian, consistent with changes in applicable law or regulations or
      the interpretation thereof;


                                  Appendix A-12
<PAGE>

            with respect to any security issued by the U.S. Treasury, the
      Government National Mortgage Association, the Federal Home Loan Mortgage
      Corporation or the Federal National Mortgage Association that is a
      book-entry security held at a Federal Reserve Bank pursuant to Federal
      book-entry regulations, the following procedures, all in accordance with
      applicable law, including applicable Federal regulations and Articles 8
      and 9 of the UCC: the crediting of such book-entry security to an
      appropriate book-entry account of the Indenture Trustee or its nominee or
      the custodian or securities intermediary at a Federal Reserve Bank,
      causing the custodian to continuously indicate by book-entry such
      book-entry security as credited to the relevant book-entry account, the
      continuous crediting of such book-entry security to a securities account
      of the custodian at such Federal Reserve Bank and the continuous
      identification of such book-entry security by the custodian as credited to
      the appropriate book-entry account; and

            with respect to any item of Trust Account Property that is an
      uncertificated security under Article 8 of the UCC and that is not
      governed by clause (b) above, registration on the books and records of the
      issuer thereof in the name of the securities intermediary, the sending of
      a confirmation by the securities intermediary of the purchase by the
      Indenture Trustee or its nominee or custodian of such uncertificated
      security, the making by such securities intermediary of entries on its
      books and records identifying such uncertificated certificates as
      belonging to the Indenture Trustee or its nominee or custodian.

                  "Department" means the United States Department of Education,
an agency of the Federal government.

            "Depositor" means SLC Student Loan Receivables I, Inc., a Delaware
corporation, and its successors and assigns.

            "Depository Agreement" means the Note Depository Agreement.

            "Determination Date" means, with respect to any Distribution Date,
the first Business Day preceding such Distribution Date.

            "Distribution Date" means, for any class of Notes, the 15th day of
each February, May, August and November, or, if such day is not a Business Day,
the immediately following Business Day, commencing on February 15, 2005.

            "DTC" means The Depository Trust Company, or any successor thereto.

            "Eligible Deposit Account" means either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the States or the District of
Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution have a credit rating from
Moody's, S&P, and, if such institution is rated by Fitch, Fitch, in one of their
generic rating categories which signifies investment grade.

                                  Appendix A-13
<PAGE>

            "Eligible Institution" means a depository institution organized
under the laws of the United States of America or any one of the States or the
District of Columbia (or any domestic branch of a foreign bank) (i) which has
(A) either a long-term senior unsecured debt rating of "AAA" or a short-term
senior unsecured debt or certificate of deposit rating of "A-1+" or better by
S&P and (B)(1) a long-term senior unsecured debt rating of "A1" or better and
(2) a short-term senior unsecured debt rating of "P-1" or better by Moody's, and
(C) if such institution is rated by Fitch, a long-term senior unsecured debt
rating of "AA" or a short-term senior unsecured debt rating of "F-1+," or any
other long-term, short-term or certificate of deposit rating with respect to
which the Rating Agency Condition has been satisfied and (ii) whose deposits are
insured by the FDIC. If so qualified, the Owner Trustee, the Indenture Trustee
or the Indenture Administrator may be considered an Eligible Institution.

            "Eligible Investments" means book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

            direct obligations of, and obligations fully guaranteed as to timely
      payment by, the United States of America, the Government National Mortgage
      Association, the Federal Home Loan Mortgage Corporation, the Federal
      National Mortgage Association, the Student Loan Marketing Association
      (Sallie Mae), or any agency or instrumentality of the United States of
      America the obligations of which are backed by the full faith and credit
      of the United States of America; provided that obligations of, or
      guaranteed by, the Government National Mortgage Association (GNMA), the
      Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal National
      Mortgage Association (Fannie Mae) or the Student Loan Marketing
      Association (Sallie Mae) shall be Eligible Investments only if, at the
      time of investment, they meet the criteria of each of the Rating Agencies
      for collateral for securities having ratings equivalent to the respective
      ratings of the Notes in effect at the Closing Date;

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

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

            investments in money market funds having a rating from each of the
      Rating Agencies in the highest investment category granted thereby
      (including funds for which

                                  Appendix A-14
<PAGE>

      the Indenture Trustee, the Administrator, the Owner Trustee or the
      Indenture Administrator or any of their respective Affiliates is
      investment manager or advisor);

            bankers' acceptances issued by any depository institution or trust
      company referred to in clause (b) above;

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

            asset-backed securities, including asset-backed securities issued by
      Affiliates, or entities formed by Affiliates, of SLC, but excluding
      mortgage-backed securities, that at the time of investment, have a rating
      in the highest investment category granted by each of the Rating Agencies,
      but not at a purchase price in excess of par; and

            any other investment which would not result in the downgrading or
      withdrawal of any rating of the Notes by any of the Rating Agencies as
      affirmed in writing delivered to the Indenture Trustee.

      For purposes of the definition of "Eligible Investments" the phrase
      "highest investment category" means (i) in the case of Fitch, "AAA" for
      long-term investments (or the equivalent) and "F-1+" for short-term
      investments (or the equivalent), (ii) in the case of Moody's, "Aaa" for
      long-term investments (or the equivalent) and "P-1" for short-term
      investments (or the equivalent), and (iii) in the case of S&P, "AAA" for
      long-term investments (or the equivalent) and "A-1+" for short-term
      investments (or the equivalent). A proposed investment not rated by Fitch
      but rated in the highest investment category by Moody's and S&P shall be
      considered to be rated by each of the Rating Agencies in the highest
      investment category granted thereby.

            "Eligible Lender Trust Agreement (Depositor)" means the Eligible
Lender Trust Agreement, dated as of November 23, 2004, among the Eligible Lender
Trustee and the Depositor.

            "Eligible Lender Trust Agreement (Issuer)" means the Eligible Lender
Trust Agreement, dated as of November 23, 2004, among the Eligible Lender
Trustee and the Trust.

            "Eligible Lender Trust Agreements" means, collectively, the Eligible
Lender Trust Agreement (Depositor) and the Eligible Lender Trust Agreement
(Issuer).

            "Eligible Lender Trustee" means Citibank, N.A., a national banking
association, not in its individual capacity but solely as Eligible Lender
Trustee under the Eligible Lender Trust Agreements. "Eligible Lender Trustee"
shall also mean each successor to the Eligible Lender Trustee as of the
qualification of such successor as Eligible Lender Trustee under the Eligible
Lender Trust Agreements.

                                  Appendix A-15
<PAGE>

            "Eligible Loans" has the meaning specified in either the Purchase
Agreement or the Sale Agreement, as applicable.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

            "Event of Default" has the meaning specified in Section 5.1 of the
Indenture.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Secretary or the Treasurer of such corporation; and with respect
to any partnership, any general partner thereof.

            "Expenses" means any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of any
kind and nature whatsoever which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any of its officers, directors or agents
in any way relating to or arising out of the Trust Agreement, the other Basic
Documents, the Trust Estate, the administration of the Trust Estate or the
action or inaction of the Owner Trustee under the Trust Agreement or the other
Basic Documents.

            "FDIC" means the Federal Deposit Insurance Corporation.

            "Federal Funds Rate" means the rate set forth for such day opposite
the caption "Federal Funds (effective)" in the weekly statistical release
designated H.15(519), or any successor publication, published by the Board of
Governors of the Federal Reserve System. If such rate is not published in the
relevant H.15(519) for any day, the rate for such day shall be the arithmetic
mean of the rates for the last transaction in overnight Federal Funds arranged
prior to 9:00 a.m. New York City time on that day by each of four leading
brokers in such transactions located in New York City selected by the
Administrator. The Federal Funds rate for each Saturday and Sunday and for any
other that is not a Business Day shall be the Federal Funds Rate for the
preceding Business Day as determined above.

            "FFELP" means Federal Family Education Loan Program.

            "Fitch" means Fitch, Inc., also known as Fitch Ratings, or any
successor rating agency.

            "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to the Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring

                                  Appendix A-16
<PAGE>

Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

            "Guarantee Agreement" means any agreement between any Guarantor and
the Eligible Lender Trustee providing for the payment by the Guarantor of
amounts authorized to be paid pursuant to the Higher Education Act to holders of
qualifying Student Loans guaranteed in accordance with the Higher Education Act
by such Guarantor.

            "Guarantee Payment" means any payment made by a Guarantor pursuant
to a Guarantee Agreement in respect of a Trust Student Loan.

            "Guarantor" means any entity listed on Attachment B (as amended from
time to time) to the Sale Agreement or the Purchase Agreement, as applicable.

            "H.15(519)" means the weekly statistical release designated as such,
or any successor publication, published by the Board of Governors of the United
States Federal Reserve System.

            "H.15 Daily Update" means the daily update for H.15(519), available
through the world wide web site of the Board of Governors of the Federal Reserve
System at http://www.federalreserve.gov/releases/h15/update, or any successor
site or publications.

            "Higher Education Act" means the Higher Education Act of 1965, as
amended, together with any rules, regulations and interpretations thereunder.

            "Indenture" means the Indenture, dated as of November 23, 2004,
among the Trust, the Eligible Lender Trustee, the Indenture Trustee and the
Indenture Administrator.

            "Indenture Administrator" means Citibank, N.A., a national banking
association, not in its individual capacity but solely as indenture
administrator under the Indenture.

            "Indenture Trust Estate" means all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of the Indenture for the benefit of the Noteholders (including
all Collateral Granted to the Indenture Trustee), including all proceeds
thereof.

            "Indenture Trustee" means Wachovia Bank, National Association, a
national banking association, not in its individual capacity but solely as
indenture trustee under the Indenture.

            "Indenture Trustee/Indenture Administrator/Eligible Lender Trustee
Fee" means $5,000 per annum.

            "Independent" means, when used with respect to any specified Person,
that the Person (a) is in fact independent of the Trust, any other obligor upon
the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Trust, any such other obligor, the Depositor or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Trust, any such
other obligor, the Depositor or

                                  Appendix A-17
<PAGE>

any Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, placement agent, trustee, partner, director or person performing
similar functions.

            "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee or the Indenture Administrator under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1 of the Indenture, made by an Independent appraiser,
and such opinion or certificate shall state that the signer has read the
definition of "Independent" in the Indenture and that the signer is Independent
within the meaning thereof.

            "Index Maturity" means, with respect to any Accrual Period, a period
of time equal to three or four months, as applicable, commencing on the first
day of that Accrual Period.

            "Initial Accrual Rate" means, for each class of Notes and the
Accrual Period commencing on the Closing Date to, but excluding, the first
Distribution Date, the rate per annum as determined on the related Determination
Date, as follows:

                               X + 23/31 * (Y - X]

where:

                            X = Two-Month LIBOR, and
                             Y = Three-Month LIBOR.

            "Initial Pool Balance" means the Pool Balance as of the Cutoff Date,
which is $1,465,934,280.

            "Insolvency Event" means, with respect to a specified Person, (a)
the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, which decree or order
remains unstayed and in effect for a period of 60 consecutive days; or (b) the
commencement by such Person of a voluntary case under any applicable Federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or
the consent by such Person to the entry of an order for relief in an involuntary
case under any such law, or the consent by such Person to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or the making by such Person of any general assignment for the
benefit of creditors, or the failure by such Person generally to pay its debts
as such debts become due, or the taking of action by such Person in furtherance
of any of the foregoing.

            "Interest Subsidy Payments" means payments, designated as such,
consisting of interest subsidies by the Department in respect of the Trust
Student Loans to the Eligible Lender

                                  Appendix A-18
<PAGE>

Trustee or the Owner Trustee on behalf of the Trust in accordance with the
Higher Education Act.

            "Investment Earnings" means, with respect to any Distribution Date,
the investment earnings (net of losses and investment expenses) on amounts on
deposit in the Trust Accounts to be deposited into the Collection Account on or
prior to such Distribution Date pursuant to Section 2.3(b) of the Administration
Agreement.

            "Issuer" means the Trust and, for purposes of any provision
contained in the Indenture and required by the TIA, each other obligor on the
Notes.

            "Issuer Order" and "Issuer Request" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

            "LIBOR" means Three-Month LIBOR or Two-Month LIBOR, as applicable.

            "LIBOR Determination Date" means, for each Accrual Period, the
second Business Day before the beginning of that Accrual Period.

            "Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens and any other liens, if any, which
attach to the respective Trust Student Loan by operation of law as a result of
any act or omission by the related Obligor.

            "Liquidated Student Loan" means any defaulted Trust Student Loan
liquidated by the Servicer (which shall not include any Trust Student Loan on
which Guarantee Payments are received) or which the Servicer has, after using
all reasonable efforts to realize upon such Trust Student Loan, determined to
charge off.

            "Liquidation Proceeds" means, with respect to any Liquidated Student
Loan which became a Liquidated Student Loan during the current Collection Period
in accordance with the Servicer's customary servicing procedures, the moneys
collected in respect of the liquidation thereof from whatever source, other than
Recoveries, net of the sum of any amounts expended by the Servicer in connection
with such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Student Loan.

            "Loan" has the meaning specified in Section 2 of the Purchase
Agreement.

            "Minimum Purchase Amount" means, for any Distribution Date, an
amount that would be sufficient to (i) reduce the Outstanding Amount of each
class of Notes on such Distribution Date to zero and (ii) pay to the respective
Noteholders the Class A Noteholders' Interest Distribution Amount and the Class
B Noteholders' Interest Distribution Amount payable on such Distribution Date.

            "Monthly Servicing Payment Date" means the 15th day of each calendar
month or, if such day is not a Business Day, the immediately following Business
Day, commencing in December 2004.

                                  Appendix A-19
<PAGE>

            "Moody's" means Moody's Investors Service, Inc.

            "Note Depository Agreement" means the Letter of Representations,
dated November 23, 2004, by the Trust in favor of DTC.

            "Note Final Maturity Date" means, for a class of Notes, the Class
A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, the
Class A-4 Maturity Date, the Class A-5 Maturity Date, the Class A-6 Maturity
Date, the Class A-7 Maturity Date or the Class B Maturity Date, as applicable.

            "Note Interest Shortfall" means the Class A Note Interest Shortfall,
if any, and/or the Class B Note Interest Shortfall, if any, as applicable.

            "Note Owner" means, with respect to a Book-Entry Note, the Person
who is the owner of such Book-Entry Note, as reflected on the books of the
applicable Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

            "Note Pool Factor" means, as of the close of business on a
Distribution Date, a seven-digit decimal figure equal to the Outstanding Amount
of a class of Notes divided by the original Outstanding Amount of such class of
Notes. The Note Pool Factor for each class will be 1.0000000 as of the Closing
Date; thereafter, the Note Pool Factor for each class will decline to reflect
reductions in the Outstanding Amount of that class of Notes.

            "Note Rates" means, with respect to any Accrual Period, the Class
A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class
A-5 Rate, Class A-6 Rate, Class A-7 Rate and the Class B Rate for such Accrual
Period, collectively.

            "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4 of the Indenture.

            "Noteholder" means either a Class A Noteholder or a Class B
Noteholder, as the context requires.

            "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the
Class A-7 Notes and the Class B Notes, collectively.

            "Obligor" on a Trust Student Loan means the borrower or co-borrowers
of such Trust Student Loan and any other Person who owes payments in respect of
such Trust Student Loan, including the Guarantor thereof and, with respect to
any Interest Subsidy Payment or Special Allowance Payment, if any, thereon, the
Department.

            "Officers' Certificate" means (i) in the case of the Trust, a
certificate signed by any two Authorized Officers of the Administrator, under
the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1 of the Indenture, and delivered to the Indenture
Trustee or the Indenture Administrator, and (ii) in the case of the

                                  Appendix A-20
<PAGE>

Depositor, the Administrator or the Servicer, a certificate signed by any two
Authorized Officers of the Depositor, the Administrator or the Servicer, as
applicable.

            "Opinion of Counsel" means (i) with respect to the Trust, one or
more written opinions of counsel who may, except as otherwise expressly provided
in the Indenture, be employees of or counsel to the Owner Trustee, the Trust,
the Depositor or an Affiliate of the Depositor and who shall be satisfactory to
the Indenture Trustee and the Indenture Administrator, and which opinion or
opinions shall be addressed to the Indenture Trustee as Indenture Trustee and
the Indenture Administrator as Indenture Administrator, shall comply with any
applicable requirements of Section 11.1 of the Indenture and shall be in form
and substance satisfactory to the Indenture Trustee, and (ii) with respect to
the Depositor, the Administrator or the Servicer, one or more written opinions
of counsel who may be an employee of or counsel to the Depositor, the
Administrator or the Servicer, which counsel shall be acceptable to the
Indenture Trustee, the Indenture Administrator and the Owner Trustee.

            "Origination Fee" means any origination fee payable to the
Department by the lender with respect to any Trust Student Loan.

            "Outstanding" means, as of any date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:

            Notes theretofore cancelled by the Note Registrar or delivered to
      the Note Registrar for cancellation;

            Notes or portions thereof, for which payment has been made to the
      applicable Noteholders in reduction of the outstanding principal balance
      thereof or for which money in the necessary amount has been theretofore
      deposited with the Indenture Administrator or any Paying Agent in trust
      for the Noteholders thereof (provided, however, that if such Notes are to
      be redeemed, notice of such redemption has been duly given pursuant to the
      Indenture); and

            Notes in exchange for or in lieu of other Notes which have been
      authenticated and delivered pursuant to the Indenture unless proof
      satisfactory to the Indenture Trustee is presented that any such Notes are
      held by a bona fide purchaser; provided that in determining whether the
      Noteholders of the requisite Outstanding Amount of the Notes have given
      any request, demand, authorization, direction, notice, consent or waiver
      hereunder or under any other Basic Document, Notes owned by the Trust, any
      other obligor upon the Notes, the Depositor or any Affiliate of any of the
      foregoing Persons shall be disregarded and deemed not to be Outstanding,
      except that, in determining whether the Indenture Trustee shall be
      protected in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver, only Notes that a Responsible
      Officer of the Indenture Trustee either actually knows to be so owned or
      has received written notice thereof shall be so disregarded. Notes so
      owned that have been pledged in good faith may be regarded as Outstanding
      if the pledgee establishes to the satisfaction of the Indenture Trustee
      the pledgee's right so to act with respect to such Notes and that the
      pledgee is not the Trust, any other obligor upon the Notes, the Depositor
      or any Affiliate of any of the foregoing Persons.

                                  Appendix A-21
<PAGE>

            "Outstanding Amount" means, as of any date of determination, the
aggregate principal balance of all the Notes or the applicable class or classes
of Notes, as the case may be, Outstanding at such date of determination.

            "Owner" means the Depositor and each of its successors in interest
as holder of the Trust Certificate issued by the Trust pursuant to Article III
of the Trust Agreement.

            "Ownership Percentage" means, with respect to an Owner, the
proportion (expressed as a percentage) of the beneficial interest in the assets
of the Trust held by such Owner.

            "Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
the Trust Agreement.

            "Owner Trustee Fee" means $4,000 per annum.

            "Paying Agent" means the Indenture Administrator or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.12 of the Indenture and is authorized by the Trust to make the
payments to and distributions from the Collection Account and payments of
principal of and interest and any other amounts owing on the Notes on behalf of
the Trust.

            "Person" means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization, limited liability company,
limited liability partnership or government or any agency or political
subdivision thereof.

            "Physical Property" has the meaning assigned to such terms in the
definition of "Delivery" above.

            "Pool Balance" means, for any date, the aggregate principal balance
of the Trust Student Loans on that date, including accrued interest that is
expected to be capitalized, plus amounts on deposit in the Collection Account,
as reduced by the principal portion of:

            all payments received by the Trust through that date from borrowers,
      the Guarantors and the Department;

            all amounts received by the Trust through that date from repurchases
      of the Trust Student Loans by SLC, the Depositor, as applicable, or the
      Servicer;

            all Liquidation Proceeds and Realized Losses on the Trust Student
      Loans liquidated through that date;

            the amount of any adjustments to the outstanding principal balances
      of the Trust Student Loans that the Servicer makes under the Servicing
      Agreement through that date; and

                                  Appendix A-22
<PAGE>

            the amount by which Guarantor reimbursements of principal on
      defaulted Trust Student Loans through that date are reduced from 100% to
      98%, or other applicable percentage, as required by the risk sharing
      provisions of the Higher Education Act.

            "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 of the Indenture and in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

            "Primary Servicing Fee" for any Monthly Servicing Payment Date has
the meaning specified in Attachment A to the Servicing Agreement, and shall
include any such fees from prior Monthly Servicing Payment Dates that remain
unpaid.

            "Principal Distribution Amount" means, (i) as to the initial
Distribution Date, the amount by which the aggregate Outstanding Amount of all
the Notes exceeds the Adjusted Pool Balance as of the last day of the initial
Collection Period, and (ii) as to each subsequent Distribution Date, the amount
by which the Adjusted Pool Balance for the preceding Distribution Date exceeds
the Adjusted Pool Balance for such Distribution Date.

            "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

            "Purchase Agreement" means the Master Terms Purchase Agreement,
dated as of November 23, 2004, among SLC, the Eligible Lender Trustee on behalf
of SLC, the Depositor and the Eligible Lender Trustee on behalf of the
Depositor, and the purchase agreement or agreements entered into thereunder.

            "Purchase Amount" means, with respect to any Trust Student Loan, the
amount required to prepay in full such Trust Student Loan under the terms
thereof including all accrued interest thereon.

            "Purchased Student Loan" means a Trust Student Loan which is, as of
the close of business on the last day of a Collection Period, purchased by the
Servicer pursuant to Section 3.5 of the Servicing Agreement or repurchased by
the Depositor pursuant to Section 6 of the Sale Agreement, repurchased by SLC
pursuant to Section 6 of the Purchase Agreement or sold to another eligible
lender holding one or more Serial Loans with respect to such Trust Student Loan
pursuant to Section 3.11E of the Servicing Agreement.

            "Rating Agency" means Moody's, S&P and Fitch. If any such
organization or successor thereto is no longer in existence, "Rating Agency"
with respect to such organization shall be a nationally recognized statistical
rating organization or other comparable Person designated by the Administrator,
notice of which designation shall be given to the Indenture Trustee, the
Indenture Administrator, the Owner Trustee and the Servicer.

            "Rating Agency Condition" means, with respect to any intended
action, that each Rating Agency then rating a class of Notes shall have been
given 10 days' prior written notice thereof and that each such Rating Agency
shall have notified the Administrator, the Servicer, the

                                  Appendix A-23
<PAGE>

Owner Trustee, the Indenture Trustee and the Indenture Administrator in writing
that such proposed action will not result in and of itself in the reduction or
withdrawal of its then current rating of any class of Notes.

            "Realized Loss" means the excess of the principal balance, including
any interest that had been or had been expected to be capitalized, of any
Liquidated Student Loan over Liquidation Proceeds for that Liquidated Student
Loan to the extent allocable to principal, including any interest that had been
or had been expected to be capitalized.

            "Record Date" means, with respect to a Distribution Date or
Redemption Date and for each class of Notes, the close of business on the day
preceding such Distribution Date or Redemption Date.

            "Recoveries" means moneys collected from whatever source with
respect to any Liquidated Student Loan which was written off in prior Collection
Periods or during the current Collection Period, net of the sum of any amounts
expended by the Servicer for the account of any Obligor and any amounts required
by law to be remitted to any Obligor.

            "Redemption Date" means, in the case of a payment to Noteholders
pursuant to Section 10.1 of the Indenture, the Distribution Date specified
pursuant to Section 10.1 of the Indenture.

            "Redemption Price" means an amount equal to the Outstanding Amount
of the Notes, plus accrued and unpaid interest thereon at the applicable Note
Rates to but excluding the Redemption Date.

            "Reference Banks" means four major banks in the London interbank
market, as selected by the Administrator.

            "Registrar" means the Note Registrar.

            "Reserve Account" means the account designated as such, established
and maintained pursuant to Section 2.3(a) of the Administration Agreement.

            "Reserve Account Initial Deposit" means $3,713,868.

            "Responsible Officer" means, with respect to the Indenture Trustee,
the Indenture Administrator or the Paying Agent, any officer within the
Corporate Trust Office of the Indenture Trustee, the Indenture Administrator or
the Paying Agent, as the case may be, including any Vice President, Assistant
Vice President, Assistant Treasurer, Assistant Secretary, or any other officer
of the Indenture Trustee, the Indenture Administrator or the Paying Agent, as
the case may be, customarily performing functions similar to those performed by
any of the above designated officers, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject, in each case
having direct responsibility for the administration of the Indenture and the
other Basic Documents on behalf of the Indenture Trustee, the Indenture
Administrator or the Paying Agent, as the case may be.

                                  Appendix A-24
<PAGE>

            "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

            "Sale Agreement" means the Master Terms Sale Agreement, dated as of
November 23, 2004, among the Trust, the Eligible Lender Trustee on behalf of the
Trust, the Depositor and the Eligible Lender Trustee on behalf of the Depositor,
and the sale agreement or agreements entered into thereunder.

            "Schedule of Trust Student Loans" means the listing of the Trust
Student Loans set forth in Schedule A to the Indenture and the Bill of Sale
(which Schedule may be in the form of microfiche).

            "Serial Loan" means an additional student loan other than a
Consolidation Loan, which is made to a borrower who is also a borrower under at
least one Trust Student Loan.

            "Servicer" means SLC, in its capacity as servicer of the Trust
Student Loans.

            "Servicer Default" means an event specified in Section 5.1 of the
Servicing Agreement.

            "Servicer Distribution Date" has the meaning specified in the
Servicing Agreement.

            "Servicer's Report" means any report of the Servicer delivered
pursuant to Section 3.1(a) of the Administration Agreement, substantially in the
form acceptable to the Administrator.

            "Servicing Agreement" means the Servicing Agreement, dated as of
November 23, 2004, among the Trust, the Servicer and the Administrator.

            "Servicing Fee" has the meaning specified in Attachment A to the
Servicing Agreement.

            "SLC" means The Student Loan Corporation.

            "SLS Loan" means a Trust Student Loan designated as such that is
made under the Supplemental Loans for Students Program in accordance with the
Higher Education Act.

            "Special Allowance Payments" means payments, designated as such,
consisting of effective interest subsidies by the Department in respect of the
Trust Student Loans to the Eligible Lender Trustee or the Owner Trustee on
behalf of the Trust in accordance with the Higher Education Act.

            "Specified Reserve Account Balance" means, for any Distribution
Date, the greater of:

            0.25% of the Pool  Balance as of the close of business on the last
      day of the related Collection Period and

                                  Appendix A-25
<PAGE>

            $2,250,000;

provided that in no event will that balance exceed the Outstanding Amount of the
Notes.

            "Stafford Loan" means a Trust Student Loan designated as such that
is made under the Stafford Loan Program in accordance with the Higher Education
Act.

            "State" means any one of the 50 States of the United States of
America or the District of Columbia.

            "Stepdown Date" means the earlier of (i) the Distribution Date in
February 2010 and (ii) the first date on which no Class A Notes remain
Outstanding.

            "Student Loans" means education loans to students and parents of
students under the Federal Family Education Loan Program.

            "Successor Administrator" has the meaning specified in Section
3.7(e) of the Indenture.

            "Successor Servicer" has the meaning specified in Section 3.7(e) of
the Indenture.

            "Telerate Page 3750" means the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

            "Third-Party Financial Advisor" has the meaning specified in Section
4.4 of the Indenture.

            "Three-Month LIBOR" or "Two-Month LIBOR" means, with respect to any
Accrual Period, the London interbank offered rate for deposits in U.S. Dollars
having the Index Maturity which appears on Telerate Page 3750 as of 11:00 a.m.
London time, on the related LIBOR Determination Date. If this rate does not
appear on Telerate Page 3750, the rate for that day will be determined on the
basis of the rates at which deposits in U.S. Dollars, having the Index Maturity
and in a principal amount of not less than U.S. $1,000,000, are offered at
approximately 11:00 a.m., London time, on that LIBOR Determination Date, to
prime banks in the London interbank market by the Reference Banks. The
Administrator will request the principal London office of each Reference Bank to
provide a quotation of its rate. If the Reference Banks provide at least two
quotations, the rate for that day will be the arithmetic mean of the quotations.
If the Reference Banks provide fewer than two quotations, the rate for that day
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Administrator, at approximately 11:00 a.m., New York time, on
that LIBOR Determination Date, for loans in U.S. Dollars to leading European
banks having the Index Maturity and in a principal amount of not less than U.S.
$1,000,000. If the banks selected as described above are not providing
quotations, Three-Month LIBOR or Two-Month LIBOR, as applicable, in effect for
the applicable Accrual Period will be Three-Month LIBOR or Two-Month LIBOR, as
the case may be, in effect for the previous Accrual Period.

                                  Appendix A-26

<PAGE>

            "Transfer Date" has the meaning specified in Section 5.2(a) of the
Administration Agreement.

            "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References in any document or
instrument to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.

            "Trigger Event" means, on any Distribution Date, (i) while any of
the Class A Notes are Outstanding, that the aggregate Outstanding Amount of all
the Notes, after giving effect to distributions to be made on such Distribution
Date, exceeds the Pool Balance plus the Specified Reserve Account Balance as of
the end of the related Collection Period or (ii) if there has not been an
optional purchase or sale of the Trust Student Loans through an auction after
the Pool Balance falls below 10% of the initial Pool Balance.

            "Trust" means SLC Student Loan Trust 2004-1, a Delaware statutory
trust established pursuant to the Trust Agreement.

            "Trust Account Property" means the Trust Accounts, all cash and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), including the Reserve Account Initial Deposit, the
Capitalized Interest Account Initial Deposit, the Collection Account Initial
Deposit and all earnings on and proceeds of the foregoing.

            "Trust Accounts" has the meaning specified in Section 2.3(b) of the
Administration Agreement.

            "Trust Agreement" means the Short-Form Trust Agreement, dated as of
November 10, 2004, between the Depositor and the Owner Trustee, as amended and
restated pursuant to an Amended and Restated Trust Agreement, dated as of
November 23, 2004, among the Depositor and the Owner Trustee.

            "Trust Auction Date" has the meaning specified in Section 4.4 of the
Indenture.

            "Trust Certificate" means a certificate evidencing the Ownership
Percentage of an Owner in substantially the form as Exhibit A to the Trust
Agreement.

            "Trust Estate" means all right, title and interest of the Trust (or
the Eligible Lender Trustee on behalf of the Trust) in and to the property and
rights sold, transferred and assigned to the Trust pursuant to the Sale
Agreement, all funds on deposit from time to time in the Trust Accounts and all
other property of the Trust from time to time, including any rights of the
Eligible Lender Trustee and the Trust pursuant to the Trust Agreement, the
Administration Agreement and the Servicing Agreement.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force on the date hereof, unless otherwise specifically provided.

                                  Appendix A-27
<PAGE>

            "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date plus any student loan that
is permissibly substituted for a Trust Student Loan by the Depositor pursuant to
Section 6 of the Sale Agreement or by the Servicer pursuant to Section 3.5 of
the Servicing Agreement, but shall not include any Purchased Student Loan
following receipt by or on behalf of the Trust of the Purchase Amount with
respect thereto or any Liquidated Student Loan following receipt by or on behalf
of the Trust of Liquidation Proceeds with respect thereto or following such
Liquidated Student Loan having otherwise been written off by the Servicer.

            "Trust Student Loan Files" means the documents specified in Section
2.1 of the Servicing Agreement.

            "Trustee Fees" means, collectively, the Indenture Trustee/Indenture
Administrator/Eligible Lender Trustee Fee and the Eligible Lender Trustee Fee.

            "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.

                                  Appendix A-28
<PAGE>

                                                                      SCHEDULE A

                         Schedule of Trust Student Loans

                       [See Schedule A to the Bill of Sale
                      (Attachment C to the Sale Agreement)]


                                  Schedule A-1
<PAGE>

                                                                      SCHEDULE B

                      Location of Trust Student Loan Files

                  [See Attachment B to the Servicing Agreement]


                                  Schedule B-1
<PAGE>

                                                                       EXHIBIT A

                                     FORM OF

                                      NOTE

                       SEE REVERSE FOR CERTAIN DEFINITIONS

            Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT
GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

NUMBER                                          PRINCIPAL AMOUNT:  $[_________]
[_________]                                             CUSIP NO.:  [_________]
                                                         ISIN No.:  [_________]
                                            [EUROPEAN COMMON CODE:  [_________]

                                  Exhibit A-1
<PAGE>

                          SLC STUDENT LOAN TRUST 2004-1

            FLOATING RATE CLASS [__] STUDENT LOAN ASSET-BACKED NOTES

            SLC Student Loan Trust 2004-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [_____________] ($[____________])
payable on each Distribution Date pursuant to Section 3.1 of the Indenture,
dated as of November 23, 2004 (the "Indenture"), among the Issuer, Citibank,
N.A., a national banking association, as Eligible Lender Trustee on behalf of
the Issuer, Wachovia Bank, National Association, a national banking association,
as Indenture Trustee (the "Indenture Trustee"), and Citibank, N.A., a national
banking association, as Indenture Administrator (the "Indenture Administrator")
(capitalized terms used but not defined herein being defined in Appendix A to
the Indenture, which also contains rules as to usage that shall be applicable
herein); provided, however, that the entire unpaid principal amount of this Note
shall be due and payable on the [________, 20__] Distribution Date (the "Class
[__] Maturity Date").

            The Issuer shall pay interest on this Note at the rate per annum
equal to the Class [__] Rate (as defined on the reverse hereof), on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note shall accrue from and
including the immediately preceding Distribution Date (or, in the case of the
first Accrual Period, the Closing Date) to but excluding the following
Distribution Date (each an "Accrual Period"). Interest shall be calculated on
the basis of the actual number of days elapsed in each Accrual Period divided by
360. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

            The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

            Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                  Exhibit A-2
<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                       SLC STUDENT LOAN TRUST 2004-1


                                       By: WILMINGTON TRUST COMPANY
                                          not in its individual capacity but
                                          solely as Owner Trustee under the
                                          Trust Agreement,


                                       By:____________________________________
                                                  Authorized Signatory

           INDENTURE ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

            This is one of the Notes designated above and referred to in the
within-mentioned Indenture.



                                       CITIBANK, N.A.,
                                       not in its individual capacity but
                                       solely as Indenture Administrator,


                                       By:____________________________________
                                                  Authorized Signatory

November __, 2004


                                  Exhibit A-3
<PAGE>

                                [REVERSE OF NOTE]

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating Rate Class [__] Student Loan Asset-Backed Notes (the
"Class [__] Notes"), which, together with the other Class A Notes and Class B
Notes issued by the Issuer (collectively, the "Notes"), are issued under and
secured by the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee, the Indenture
Administrator and the Noteholders. The Notes are subject to all terms of the
Indenture.

            The Class [A][B] Notes are [senior][subordinate] to the Class [A][B]
Notes, as and to the extent provided in the Indenture.

            Principal of the Class [__] Notes shall be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the 15th day of each February, May, August and November or, if any such
date is not a Business Day, the next succeeding Business Day, commencing
February 15, 2005.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the Class [__] Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (i) an Event of Default shall have
occurred and be continuing and (ii) the Indenture Trustee or the Noteholders
representing not less than a majority of the Outstanding Amount of the Notes
shall have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
[__] Notes shall be made pro rata to the Noteholders entitled thereto.

            Interest on the Class [__] Notes shall be payable on each
Distribution Date on the principal amount outstanding of the Class [__] Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class [__] Rate. The "Class [__] Rate" for each Accrual Period, other than
the initial Accrual Period, shall be equal to Three-Month LIBOR as determined on
the second Business Day before the beginning of that Accrual Period
[plus][minus] [__]%. The interest rate for the initial Accrual Period shall be
as set forth in the definition of Class [__] Rate contained in Appendix A to the
Indenture.

            If Definitive Notes have been issued as of the applicable Record
Date, then payments of interest on this Note on each Distribution Date, together
with the installment of principal, if any, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register on the Record Date. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment, and the mailing of such check shall constitute payment of
the amount thereof regardless of whether such check is returned undelivered.
With respect to Notes registered on the applicable Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
unless Definitive Notes have been issued, payments shall be made by wire
transfer


                                  Exhibit A-4

<PAGE>

in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Distribution Date shall
be binding upon all future Noteholders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. If funds are expected to be available, as provided
in the Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Distribution Date, then the Indenture Administrator, in
the name of and on behalf of the Issuer, shall notify the Person who was the
Noteholder hereof as of the preceding Record Date by notice mailed no later than
five days prior to such Distribution Date and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the
Indenture Administrator's Corporate Trust Office or at the office of the
Indenture Administrator's agent appointed for such purposes located in the
Borough of Manhattan, The City of New York.

            The Issuer shall pay interest on overdue installments of interest on
this Note at the Class [__] Rate to the extent lawful.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Administrator duly executed by, the Noteholder hereof or his attorney
duly authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Note Registrar, which
requirements include membership or participation in Securities Transfer Agent's
Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the Note Registrar in addition to, or in substitution for,
STAMP (all in accordance with the Exchange Act), and such other documents as the
Indenture Administrator may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount shall be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

            Each Noteholder or Note Owner, by acceptance of this Note or, in the
case of a Note Owner, a beneficial interest in this Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Indenture Trustee or the Indenture Administrator
on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee, the
Indenture Administrator, the Eligible Lender Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee
or the Owner Trustee in its individual capacity, any holder or owner of a
beneficial interest in the Issuer, the Owner Trustee, the Indenture
Administrator, the Eligible Lender Trustee or the Indenture Trustee or of any
successor or assign thereof in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee, the Indenture Administrator, the Eligible Lender Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner,
                                  Exhibit A-5

<PAGE>

owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.

            Upon acquisition or transfer this Note or a beneficial interest in
this Note, as the case may be, by, for or with the assets of, a Benefit Plan,
such Note Owner shall be deemed to have represented that such acquisition or
purchase will not constitute or otherwise result in: (i) in the case of a
Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a
prohibited transaction in violation of Section 406 of ERISA or Section 4975 of
the Code which is not covered by a class or other applicable exemption and (ii)
in the case of a Benefit Plan subject to a substantially similar federal, state,
local or foreign law, a non-exempt violation of such substantially similar law.
Any transfer found to have been made in violation of such deemed representation
shall be null and void and of no effect.

            Each Noteholder or Note Owner, by acceptance of this Note or, in the
case of a Note Owner, a beneficial interest in this Note, covenants and agrees
that by accepting the benefits of the Indenture such Noteholder or Note Owner
will not at any time institute against the Depositor or the Issuer, or join in
any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency, receivership or liquidation proceedings
or other proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee, the Indenture Administrator and any
agent of the Issuer, the Indenture Trustee or the Indenture Administrator may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes whether or not this Note be overdue, and neither
the Issuer, the Indenture Trustee, the Indenture Administrator nor any such
agent shall be affected by notice to the contrary.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Noteholders representing a majority of the
Outstanding Amount of all Notes at the time outstanding. The Indenture also
contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of all the
Noteholders, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such holder and upon all
future holders of this Note and of any Note issued upon registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of holders of the Notes issued thereunder.

                                  Exhibit A-6
<PAGE>

            The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency, herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Indenture Administrator in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture; it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Noteholder of this Note by the
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.

                                  Exhibit A-7
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

________________________________________________________________________________


            FOR VALUE  RECEIVED,  the  undersigned  hereby sells,  assigns and
transfers unto

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder,  and hereby irrevocably constitutes
and appoints

________________________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.



                                       _______________________________________*/
                                                         Signature Guaranteed:



                                       _______________________________________*/

------------
*/ NOTICE: The signature to this assignment must correspond with the name of the
   registered owner as it appears on the face of the within Note in every
   particular, without alteration, enlargement or any change whatever. Such
   signature must be guaranteed by an "eligible guarantor institution" meeting
   the requirements of the Note Registrar, which requirements include membership
   or participation in STAMP or such other "signature guarantee program" as may
   be determined by the Note Registrar in addition to, or in substitution for,
   STAMP, all in accordance with the Securities Exchange Act of 1934, as
   amended.

                                  Exhibit A-8
<PAGE>

                                                                       EXHIBIT B

                       [Form of Note Depository Agreement
                       for U.S. Dollar Denominated Notes]




                                  Exhibit B-1