EXHIBIT 4.3


                                                                  EXECUTION COPY


            This AMENDED AND RESTATED TRUST AGREEMENT dated as of March 27, 2002
(this "Agreement"), by and between, SLC Student Loans Receivables I, Inc., a
Delaware corporation, as depositor (the "Depositor"), and Wilmington Trust
Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee").

            WHEREAS, the Depositor and the Owner Trustee are parties to that
certain original trust agreement, dated as of December 20, 2001, pursuant to
which SLC Student Loan Trust-I was created (the "Original Trust Agreement"); and

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

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

                                    ARTICLE I

                                   DEFINITIONS

            Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in Appendix A to the Indenture of Trust dated as
of March 27, 2002, among the Issuer, Bankers Trust Company, as Indenture
Trustee, and Bankers Trust Company, as Eligible Lender Trustee, which also
contains rules of usage and construction that shall be applicable herein.

                                   ARTICLE II
                                  ORGANIZATION

            2.01 General.

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

            (b) The Depositor and the Owner Trustee hereby authorize and direct
the Depositor, as the agent of the Trust, (i) to file with the Commission and
execute, in each case on behalf of the Trust, the Registration Statement on Form
S-3 (the "1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to the 1933 Act Registration Statement, relating to
the registration under the 1933 Act, of the Trust securities; (ii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the Trust
securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iii) to
execute on behalf of the Trust one or more underwriting agreements relating to
the Trust securities, among the Trust, the Depositor and the underwriter named
therein, substantially in the form included as an exhibit to the 1933 Act
Registration Statement, and (iv) to take such actions and execute all documents
and instruments in connection with the foregoing as may be necessary or
desirable.

            2.02 Office. The office of the Trust shall be in care of the Owner
Trustee, addressed to Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001 or at such other address as the
Owner Trustee may designate by notice to the Depositor.

            2.03 Purposes and Powers. The purpose of the Trust is to engage in
the following activities:

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

            (ii) to borrow funds from time to time subject to the conditions for
      such borrowings set forth in the Indenture;

            (iii) with the proceeds of the sale of the Notes, to purchase from
      time to time pools of the Financed Student Loans to be pledged as
      collateral for the Notes, to fund certain accounts for the benefit of the
      Noteholders, to pay the organizational and transactional expenses of the
      Trust and to pay the balances owed to the Depositor for the purchases made
      pursuant to the Loan Sale and Contribution Agreement, provided, however,
      the Trust shall not purchase Financed Student Loans more frequently than
      once a month;

            (iv) to enter into derivative product agreements;

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

            (vi) to enter into and perform its obligations under the Basic
      Documents to which it is to be a party;

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

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

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

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

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

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

                                   ARTICLE III

                   TRUST CERTIFICATES AND TRANSFER OF INTEREST

            3.01 Issuance of Trust Certificate.

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

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

            3.02 Registration and Transfer of Certificates.

            (a) The Owner Trustee shall maintain at its office referred to in
Section 2.02 hereof, or at the office of any agent appointed by it and approved
in writing by the Owners at the time of such appointment, a register for the
registration and transfer of Trust Certificates. No transfer of a beneficial
interest in the Trust shall be made unless such transfer is made pursuant to an
effective registration statement under the 1933 Act and state securities laws,
or is exempt from the registration requirements under the 1933 Act and state
securities laws.

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

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

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

            Limitation on Transfer of Ownership Rights. No transfer of a
beneficial interest in the Trust or a Trust Certificate shall be made to any
Person unless (i) such Person delivers to the Owner Trustee an accession
agreement substantially in the form of Exhibit B hereof, (ii) such Person has a
net worth as shown by its most recent audited financial statements of not less
than the product of $10,000,000 and such Person's Ownership Percentage after the
proposed transfer and (iii) the Owner Trustee shall have received a written
opinion of counsel in form and substance satisfactory to the Owner Trustee
stating that such transfer is exempt from the 1933 Act and any applicable state
securities law. Further, no transfer of a beneficial interest in the Trust or
Trust Certificate or any rights or benefits with respect thereto (including the
right to receive distributions) shall be permitted unless Owner Trustee shall
have received an opinion of counsel, to the effect that such transfer will not
cause the Issuer to be treated for U.S. federal income tax purposes as an
association (or publicly-traded partnership) taxable as a corporation, and will
not adversely affect the federal income tax treatment of the Noteholders (other
than the holder of the Residual Notes) in any material respect.

            3.04

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

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

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

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

                                   ARTICLE IV

                              CONCERNING THE OWNERS

            4.01 Action by Owners with Respect to Certain Matters.

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

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

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

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

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

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

            (f) the appointment pursuant to the Indenture of a successor
Indenture Trustee, or the consent to the assignment by the Indenture Trustee of
its obligations under the Indenture;

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

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

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

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

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

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

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

            (n) confess a judgment against the Trust;

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

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

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

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

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

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

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

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

                                   ARTICLE V

                    INVESTMENT AND APPLICATION OF TRUST FUNDS

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


            5.02 Application of Funds.

            (a) Income with respect to and proceeds of Trust Property held by
the Owner Trustee on a distribution date shall be applied by the Owner Trustee
on such distribution date in the following order:

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

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

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

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

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

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

            (ii) amounts paid to the Owner Trustee;

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

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

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

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

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

                                   ARTICLE VI

                       AUTHORITY AND DUTIES OF THE TRUSTEE

            6.01 General Authority. The Owner Trustee is authorized to take all
actions required or permitted to be taken by it pursuant to the terms of this
Agreement and the Basic Documents.

            6.02 Specific Authority. The Owner Trustee is hereby authorized and
directed to execute and deliver the Basic Documents and each certificate or
other document attached as an exhibit to or contemplated by the Basic Documents.

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

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

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

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

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

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

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

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

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

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

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

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

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

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

            7.03 Reliance; Advice of Counsel.

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

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

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

                                  ARTICLE VIII

                             COMPENSATION OF TRUSTEE

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

            8.02 Indemnification. The Owners shall be jointly and severally
liable for, and hereby agree to indemnify the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Persons"), from and
against, any and all liabilities, obligations, losses, damages, taxes (other
than taxes incurred as the result of the payment of fees and expenses pursuant
to Section 8.01 hereof), claims, actions, suits, costs, expenses and
disbursements (including legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may be imposed on, incurred by or
asserted at any time against the Indemnified Persons (whether or not indemnified
against by other parties) in any way relating to or arising out of this
Agreement, any Basic Document, the administration of the Trust Property or the
action or inaction of the Owner Trustee hereunder, except only that the Owners
shall not be required to indemnify the Owner Trustee for Expenses arising or
resulting from any of the matters described in the second and third sentences of
Section 6.01. To the fullest extent permitted by law, Expenses to be incurred by
an Indemnified Person shall, from time to time, be advanced by, or on behalf of,
the Owners prior to the final disposition of any matter upon receipt by the
Owners of an undertaking by, or on behalf of, such Indemnified Person to repay
such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified under this Agreement. The obligations of the Owners
pursuant to this Section 8.02 shall be borne (as between the Owners inter se) in
proportion to their respective Ownership Percentages. The indemnities contained
in this Section 8.02 shall survive the resignation or removal of the Owner
Trustee or the termination of this Agreement. The indemnities contained in this
Section 8.02 extend only to the Owner Trustee in its individual capacity and
shall not be construed as indemnities of the Trust Property.

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

                                   ARTICLE IX

                              TERMINATION OF TRUST

            9.01  Termination of Trust.

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

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

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

                                   ARTICLE X

                   SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

            10.01 Resignation of Owner Trustee; Appointment of Successor.

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

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

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

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

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

                                   ARTICLE XI

                                  MISCELLANEOUS

            11.01 Supplements and Amendments.

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

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

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

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

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

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


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

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

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

            11.05 Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all notices shall be in writing and delivered by hand or
mailed by certified mail, postage prepaid, if to the Owner Trustee, addressed to
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001 or to such other address as the Owner Trustee
may have set forth in a written notice to the Owners; and if to an Owner,
addressed to it at the address set forth for such Owner in the register
maintained by the Owner Trustee. Whenever any notice in writing is required to
be given by the Owner Trustee hereunder, such notice shall be deemed given and
such requirement satisfied 72 hours after such notice is mailed by certified
mail, postage prepaid, addressed as provided above; any notice given by an Owner
to the Owner Trustee shall be effective upon receipt by an Authorized Officer of
the Owner Trustee.

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

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

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

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

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

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


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


                                     SLC STUDENT LOANS RECEIVABLES I, INC.,
                                        as Depositor



                                     By /s/ Steven J. Gorey
                                        ----------------------------------------
                                        Name: Steven J. Gorey
                                        Title: Chief Financial Officer


                                     WILMINGTON TRUST COMPANY,
                                        as Owner Trustee



                                     By: /s/ Anita E. Dallago
                                        ----------------------------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer

<PAGE>



                                                                       EXHIBIT A


                            FORM OF TRUST CERTIFICATE

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

                                TRUST CERTIFICATE
                         UNDER TRUST AGREEMENT DATED AS
                             OF ___________________



Certificate No._________________


            [___________________________], a Delaware banking corporation, as
trustee (the "TRUSTEE") under a trust agreement dated as of _________________
with _______________ (the "DEPOSITOR"), on behalf of the holders from time to
time (each an "OWNER") of beneficial interests in the trust created thereby (the
"TRUST AGREEMENT"), hereby certifies that _____________________ is the owner of
a ____% undivided beneficial interest in the Trust Property provided for and
created by the Trust Agreement. This Trust Certificate is issued pursuant to and
is entitled to the benefits of the Trust Agreement, and each Owner by acceptance
hereof shall be bound by the terms of the Trust Agreement. Reference is hereby
made to the Trust Agreement for a statement of the rights and obligations of the
Owner hereof. The Trustee may treat the person shown on the register maintained
by the Trustee pursuant to Section 3.02 of the Trust Agreement as the absolute
Owner hereof for all purposes.

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

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

            The Owner hereof, by its acceptance of this Trust Certificate,
warrants and represents to the Trustee and to the Owners of the other Trust
Certificates issued under the Trust Agreement and agrees [(a) that it is jointly
and severally liable for all fees, expenses, taxes, indemnity payments and other
charges of the Trust pursuant to the Trust Agreement, (b)] not to transfer this
Trust Certificate except in accordance with the Trust Agreement.

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



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


                                       [________________________________]
                                          as Trustee



                                       By
                                          ------------------------------------
                                          Name
                                              --------------------------------
                                          Title
                                               -------------------------------
<PAGE>


                                                                       EXHIBIT B

                              Certificate of Trust
                           FORM OF ACCESSION AGREEMENT



                                                           _______________, 19__


[Name and Address
of Trustee]




Dear Sirs:

            We refer to the Trust Agreement, dated as of __________ (the "TRUST
Agreement"), between _________________ (the "COMPANY"), and
[_____________________], a Delaware banking corporation (in its capacity as
trustee thereunder, the "TRUSTEE"). We propose to purchase a beneficial interest
in _______________, a Delaware trust (the "Trust") formed pursuant to the Trust
Agreement. Capitalized terms used herein without definition have the meanings
given them in the Trust Agreement. 1.____We hereby confirm that at the date
hereof our net worth exceeds the minimums set forth in Section 3.04 of the Trust
Agreement.

            [2. We hereby further agree, as provided and to the extent specified
in Section 2.06 of the Trust Agreement, to be jointly and severally liable with
any other holders of trust certificates with respect to the Trust for all fees,
expenses, taxes, indemnity payments and other liabilities of the Trust in
accordance with the terms of the Trust Agreement, including (except as otherwise
provided in the Trust Agreement) those incurred by
[____________________________] in its capacity as Trustee in the administration
of the Trust thereunder, to the extent such fees, expenses, taxes, indemnity
payments and other liabilities of the Trust or the Trustee, as the case may be,
with respect to the Trust, are not paid out of the Trust Property; provided,
however, that we will be liable only for obligations of the Trust arising on and
after the date hereof.]

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

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

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

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

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

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

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

            "ELIGIBLE PURCHASER" means an Eligible Dealer or a corporation,
partnership or other entity which we have reasonable grounds to believe and do
believe can make representations with respect to itself to substantially the
same effect as the representations set forth herein. "ELIGIBLE DEALER" means any
corporation or other entity having as a principal business acting as a broker or
dealer in securities.

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

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

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

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

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


                                Very truly yours,


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



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

Accepted and Acknowledged this ___ day of ____________, 198_.


[________________________________]
            as Trustee


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


<PAGE>






                      Owner Trustee Compensation Agreement

                                (attached hereto)