EXHIBIT 4.1


                                                                  EXECUTION COPY
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                               INDENTURE OF TRUST
                                  by and among

                            SLC STUDENT LOAN TRUST-I

                                       and

                              BANKERS TRUST COMPANY
                              as Indenture Trustee

                                       and

                              BANKERS TRUST COMPANY
                           as Eligible Lender Trustee



                           Dated as of March 27, 2002









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<PAGE>

                            SLC STUDENT LOAN TRUST-I

            Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture of Trust dated as of March 27, 2002.


      TRUST INDENTURE ACT SECTION                   INDENTURE SECTION
      ---------------------------                   -----------------

Section 310(a)(1)                                        6.23
(a)(2)                                                   6.23
(b)                                                      6.09, 6.11
Section 312(b)                                           8.14
(c)                                                      8.14
Section 313(c)                                           3.16, 7.04
Section 314(a)                                           3.16
(a)(4)                                                   3.17
Section 315(b)                                           7.04
Section 317(a)(1)                                        3.18
(a)(2)                                                   6.24
Section 318(a)                                           8.07
(c)                                                      8.07

--------------------------

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

Attention should also be directed to Section 318(c) of the 1939 Act, which
provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not
physically contained therein.
<PAGE>

                                TABLE OF CONTENTS

            (This Table of Contents is for convenience of reference only and is
not intended to define, limit or describe the purpose or intent of any
provisions of this Indenture of Trust.)


                                    ARTICLE I

      NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS
                                    OF NOTES

Section 1.01  Note Details.....................................................
Section 1.02  Execution of Notes...............................................
Section 1.03  Registration, Transfer and Exchange of Notes; Persons Treated as
               Noteholders.....................................................
Section 1.04  Transfer of Residual Notes.......................................
Section 1.05  Lost, Stolen, Destroyed and Mutilated Notes......................
Section 1.06  Indenture Trustee's Authentication Certificate...................
Section 1.07  Cancellation and Destruction of Notes by the Indenture Trustee...
Section 1.08  Temporary Notes..................................................
Section 1.09  Issuance of Notes................................................


                                   ARTICLE II

                      PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS;
                             AND DERIVATIVE PRODUCTS

Section 2.01  Parity and Priority of Lien......................................
Section 2.02  Other Obligations................................................
Section 2.03  Derivative Products; Counterparty Derivative Payments; Issuer
               Derivative Payments.............................................


                                   ARTICLE III

                            PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

Section 3.01  Payment of Principal, Interest and Premium.......................
Section 3.02  Representations and Warranties of the Issuer.....................
Section 3.03  Covenants as to Additional Conveyances...........................
Section 3.04  Further Covenants of the Issuer..................................
Section 3.05  Enforcement of the Servicing Agreement...........................
Section 3.06  Procedures for Transfer of Funds.................................
Section 3.07  Additional Covenants with Respect to the Act.....................
Section 3.08  Financed Student Loans; Collections Thereof; Assignment Thereof..
Section 3.09  Opinions as to Indenture Trust Estate............................
Section 3.10  Appointment of Agents, Etc.......................................
Section 3.11  Capacity to Sue..................................................
Section 3.12  Continued Existence; Successor to Issuer.........................
Section 3.13  Amendment of Loan Sale and Contribution Agreement................
Section 3.14  Representations; Negative Covenants..............................
Section 3.15  Additional Covenants.............................................
Section 3.16  Providing of Notice..............................................
Section 3.17  Reports by Issuer................................................
Section 3.18  Statement as to Compliance.......................................
Section 3.19  Collection of Indebtedness and Suits for Enforcement by
               Indenture Trustee...............................................
Section 3.20  Representations of the Issuer Regarding the Indenture Trustee's
               Security Interest...............................................
Section 3.21  Covenants of the Issuer Regarding the Indenture Trustee's
               Security Interest...............................................
Section 3.22  Certain Tax Forms and Treatment..................................


                                   ARTICLE IV

                                      FUNDS

Section 4.01  Creation and Continuation of Funds and Accounts..................
Section 4.02  Acquisition Fund.................................................
Section 4.03  Revenue Fund.....................................................
Section 4.04  Reserve Fund.....................................................
Section 4.05  Operating Fund...................................................
Section 4.06  Transfers to Issuer..............................................
Section 4.07  Investment of Funds Held by Indenture Trustee....................
Section 4.08  Indenture Trustee's Control over the Trust Accounts..............
Section 4.09  Release; Sale of Financed Student Loans..........................
Section 4.10  Purchase of Notes................................................


                                    ARTICLE V

                              DEFAULTS AND REMEDIES

Section 5.01  Events of Default Defined........................................
Section 5.02  Remedy on Default; Possession of Trust Estate....................
Section 5.03  Remedies on Default; Advice of Counsel...........................
Section 5.04  Remedies on Default; Sale of Trust Estate........................
Section 5.05  Appointment of Receiver..........................................
Section 5.06  Restoration of Position..........................................
Section 5.07  Purchase of Properties by Indenture Trustee or Noteholders.......
Section 5.08  Application of Sale Proceeds.....................................
Section 5.09  Accelerated Maturity.............................................
Section 5.10  Remedies Not Exclusive...........................................
Section 5.11  Direction of Indenture Trustee...................................
Section 5.12  Right to Enforce in Indenture Trustee............................
Section 5.13  Physical Possession of Obligations Not Required..................
Section 5.14  Waivers of Events of Default.....................................


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01  Acceptance of Trust..............................................
Section 6.02  Recitals of Others...............................................
Section 6.03  As to Filing of Indenture........................................
Section 6.04  Indenture Trustee May Act Through Agents.........................
Section 6.05  Indemnification of Indenture Trustee.............................
Section 6.06  Indenture Trustee's Right to Reliance............................
Section 6.07  Compensation of Indenture Trustee................................
Section 6.08  Indenture Trustee May Own Notes..................................
Section 6.09  Resignation of Indenture Trustee.................................
Section 6.10  Removal of Indenture Trustee.....................................
Section 6.11  Successor Indenture Trustee......................................
Section 6.12  Manner of Vesting Title in Indenture Trustee.....................
Section 6.13  Additional Covenants By the Indenture Trustee to Conform to
               the Act.........................................................
Section 6.14  Reserved.........................................................
Section 6.15  Limitation with Respect to Examination of Reports................
Section 6.16  Servicing Agreement..............................................
Section 6.17  Additional Covenants of Indenture Trustee........................
Section 6.18  Duty of Indenture Trustee with Respect to Rating Agencies........
Section 6.19  Merger of the Indenture Trustee..................................
Section 6.20  Receipt of Funds from Servicer...................................
Section 6.21  Special Circumstances Leading to Resignation of Indenture Trustee
Section 6.22  Survival of Indenture Trustee's Rights to Receive Compensation,
               Reimbursement and Indemnification...............................
Section 6.23  Corporate Trustee Required; Eligibility; Conflicting Interests...
Section 6.24  Payment of Taxes and Other Governmental Charges..................
Section 6.25  Indenture Trustee May File Proofs of Claim.......................


                                   ARTICLE VII

                             SUPPLEMENTAL INDENTURES

Section 7.01  Supplemental Indentures Not Requiring Consent of Noteholders.....
Section 7.02  Supplemental Indentures Requiring Consent of Noteholders.........
Section 7.03  Additional Limitation on Modification of Indenture...............
Section 7.04  Notice of Defaults...............................................
Section 7.05  Conformity With the Trust Indenture Act..........................


                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.01  Notices..........................................................
Section 8.02  Covenants Bind Issuer............................................
Section 8.03  Lien Created.....................................................
Section 8.04  Severability of Lien.............................................
Section 8.05  Consent of Noteholders Binds Successors..........................
Section 8.06  Nonpresentment of Notes or Interest Checks.......................
Section 8.07  Laws Governing...................................................
Section 8.08  Severability.....................................................
Section 8.09  Exhibits.........................................................
Section 8.10  Non-Business Days................................................
Section 8.11  Parties Interested Herein........................................
Section 8.12  Obligations Are Limited Obligations..............................
Section 8.13  Counterparty Rights..............................................
Section 8.14  Disclosure of Names and Addresses of Noteholders.................
Section 8.15  Aggregate Principal Amount of Obligations........................
Section 8.16  Financed Student Loans...........................................
Section 8.17  Limitation of Liability of the Owner Trustee.....................


                                   ARTICLE IX

                        PAYMENT AND CANCELLATION OF NOTES
                          AND SATISFACTION OF INDENTURE

Section 9.01  Trust Irrevocable................................................
Section 9.02  Satisfaction of Indenture........................................
Section 9.03  Cancellation of Paid Notes.......................................


                                    ARTICLE X

                                   TERMINATION

Section 10.01 Termination of the Trust.........................................
Section 10.02 Notice...........................................................


                                   ARTICLE XI

                             REPORTING REQUIREMENTS

Section 11.01 Annual Statement as to Compliance................................
Section 11.02 Annual Independent Public Accountants' Servicing Report..........
Section 11.03 Servicer's Certificate...........................................
Section 11.04 Statements to Noteholders........................................

Exhibit A     Student Loan Acquisition Certificate

Exhibit B     Form of Issuer Order
<PAGE>


                               INDENTURE OF TRUST

            THIS INDENTURE OF TRUST, dated as of March 27, 2002 (this
"Indenture"), is by and among SLC STUDENT LOAN TRUST-I, a Delaware business
trust (the "Issuer"), BANKERS TRUST COMPANY, a New York banking corporation, as
indenture trustee (the "Indenture Trustee"), and BANKERS TRUST COMPANY, a New
York banking corporation, as eligible lender trustee (the "Eligible Lender
Trustee"). Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in Appendix A hereto, which also contains rules
of usage and construction that shall be applicable herein.

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, the Issuer represents that it is duly created as a Delaware
business trust and that it has duly authorized the execution and delivery of
this Indenture, which Indenture provides for the payment of student loan
asset-backed notes (the "Notes") and the payments to any Counterparty (as
defined herein), all to be issued pursuant to the terms of Supplemental
Indentures; and


            WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are
deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions; and


            WHEREAS, the Indenture Trustee has agreed to accept the trusts
herein created upon the terms herein set forth; and


            WHEREAS, it is hereby agreed between the parties hereto, the
Noteholders (the Noteholders evidencing their consent by their acceptance of the
Notes) and any Counterparty (the Counterparty evidencing its consent by its
execution and delivery of a Derivative Product (as defined herein)) that in the
performance of any of the agreements of the Issuer herein contained, any
obligation it may thereby incur for the payment of money shall not be general
debt on its part, but shall be secured by and payable solely from the Trust
Estate, payable in such order of preference and priority as provided herein;


            NOW, THEREFORE, the Issuer (and, with respect to the legal title to
the Financed Student Loans, the Eligible Lender Trustee), in consideration of
the premises and acceptance by the Indenture Trustee of the trusts herein
created, of the purchase and acceptance of the Notes by the Noteholders thereof,
of the execution and delivery of any Derivative Product by a Counterparty and
the Issuer and the acknowledgement thereof by the Indenture Trustee, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER
to the Indenture Trustee, for the benefit of the Noteholders, any Counterparty
(to secure the payment of any and all amounts which may from time to time become
due and owing to a Counterparty pursuant to any Derivative Product), all of
their right, title and interest in and to the moneys, rights, and properties
described in the granting clauses A through F below (the "Trust Estate"), as
follows:

                                GRANTING CLAUSE A


            The Revenues (other than Revenues deposited in the Operating Fund or
otherwise released from the lien of the Trust Estate as provided herein);

                                GRANTING CLAUSE B


            All moneys and investments held in the Funds created under Section
4.01(a) hereof (other than the moneys and investments held in the Operating
Fund);

                                GRANTING CLAUSE C


            The Financed Student Loans;

                                GRANTING CLAUSE D


            The Servicing Agreement, the Loan Sale and Contribution Agreement
and the Guarantee Agreements as the same relate to Financed Student Loans;

                                GRANTING CLAUSE E


            Any Derivative Product and any Counterparty Guarantee; provided,
however, that this Granting Clause E shall not be for the benefit of a
Counterparty with respect to its Derivative Product; and

                                GRANTING CLAUSE F


            Any and all other property, rights and interests of every kind or
description that from time to time hereafter is granted, conveyed, pledged,
transferred, assigned or delivered to the Indenture Trustee as additional
security hereunder.


            TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or
hereafter acquired, unto the Indenture Trustee and its successors or assigns,


            IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth
for the equal and proportionate benefit and security of all present and future
Noteholders, without preference of any Note over any other, except as provided
herein, and for enforcement of the payment of the Notes in accordance with their
terms, and all other sums payable hereunder (including payments due and payable
to any Counterparty) or on the Notes, and for the performance of and compliance
with the obligations, covenants, and conditions of this Indenture, as if all the
Notes and other Obligations (as defined herein) at any time Outstanding had been
executed and delivered simultaneously with the execution and delivery of this
Indenture;


            PROVIDED, HOWEVER, that if the Issuer, its successors or assigns,
shall well and truly pay, or cause to be paid, the principal of the Notes and
the interest due and to become due thereon, or provide fully for payment thereof
as herein provided, at the times and in the manner mentioned in the Notes
according to the true intent and meaning thereof, and shall make all required
payments into the Funds as required under Article IV hereof, or shall provide,
as permitted hereby, for the payment thereof by depositing with the Indenture
Trustee sums sufficient to pay or to provide for payment of the entire amount
due and to become so due as herein provided (including payments due and payable
to any Counterparty), then this Indenture and the rights hereby granted shall
cease, terminate and be void; otherwise, this Indenture shall be and remain in
full force and effect;


            NOW, THEREFORE, it is mutually covenanted and agreed as follows:


                                    ARTICLE I

      NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS
                                    OF NOTES

            Section 1.01 Note Details. The details of each series of Notes
authorized pursuant to this Indenture and a Supplemental Indenture, shall be
contained in the applicable Supplemental Indenture. Such details shall include,
but are not limited to, the principal amount, authorized denomination, dated
date, interest rate, principal maturity date, redemption provisions and
registration provisions.

            Section 1.02 Execution of Notes. The Notes shall be executed in the
name and on behalf of the Issuer by the manual or facsimile signature of any of
its Authorized Officers. Any Note may be signed (manually or by facsimile) or
attested on behalf of the Issuer by any person who, at the date of such act,
shall hold the proper office, notwithstanding that at the date of
authentication, issuance or delivery, such person may have ceased to hold such
office.

            Section 1.03 Registration, Transfer and Exchange of Notes; Persons
Treated as Noteholders. The Issuer shall cause books for the registration and
for the transfer of the Notes as provided in this Indenture to be kept by the
Indenture Trustee which is hereby appointed the transfer agent of the Issuer for
the Notes. Notwithstanding such appointment and with the prior written consent
of the Issuer, the Indenture Trustee is hereby authorized to make any
arrangements with other institutions which it deems necessary or desirable in
order that such institutions may perform the duties of transfer agent for the
Notes. Upon surrender for transfer of any Note at the Corporate Trust Office of
the Indenture Trustee, duly endorsed for transfer or accompanied by an
assignment duly executed by the Noteholder or his attorney duly authorized in
writing, the Issuer shall execute and the Indenture Trustee shall authenticate
and deliver, making all appropriate notations on its records, and causing the
same to be made of the records of its nominees, in the name of the transferee or
transferees a new fully registered Note or Notes of the same interest rate and
for a like series, subseries, if any, and aggregate principal amount of the same
maturity.

            Notes may be exchanged at the Corporate Trust Office of the
Indenture Trustee for a like aggregate principal amount of fully registered
Notes of the same series, subseries, if any, interest rate and maturity in
authorized denominations. The Issuer shall execute and the Indenture Trustee
shall authenticate and deliver Notes which the Noteholder making the exchange is
entitled to receive, bearing numbers not contemporaneously outstanding. The
execution by the Issuer of any fully registered Note of any authorized
denomination shall constitute full and due authorization of such denomination
and the Indenture Trustee shall thereby be authorized to authenticate and
deliver such fully registered Note.

            The Indenture Trustee shall not be required to transfer or exchange
any Note during the period of 15 business days next preceding the mailing of
notice of redemption as herein provided. After the giving of such notice of
redemption, the Indenture Trustee shall not be required to transfer or exchange
any Note, which Note or portion thereof has been called for redemption.

            As to any Note, the person in whose name the same shall be
registered shall be deemed and regarded as the absolute owner thereof for all
purposes, and payment of either principal or interest on any fully registered
Note shall be made only to or upon the written order of the Noteholder thereof
or his legal representative but such registration may be changed as hereinabove
provided. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

            The Indenture Trustee shall require the payment by any Noteholder
requesting exchange or transfer of any tax or other governmental charge required
to be paid with respect to such exchange or transfer. The applicant for any such
transfer or exchange may be required to pay all taxes and governmental charges
in connection with such transfer or exchange.

            Section 1.04 Transfer of Residual Notes. Notwithstanding anything to
the contrary herein, no transfer of a Residual Note or any rights or benefits
with respect thereto (including the right to receive principal and interest)
shall be permitted unless (i) the Indenture 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 and (ii) 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.

            The Residual Notes and any beneficial interest therein 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
Residual Note shall be required to represent (a) that it is not a Benefit Plan
Investor and is not acquiring such Residual Note with the assets of a Benefit
Plan Investor and (b) that if such Residual Note is subsequently deemed to be a
plan asset it will dispose of such Residual Note. Each Residual Note shall bear
a legend referring to the restrictions contained in this paragraph.

            Section 1.05 Lost, Stolen, Destroyed and Mutilated Notes. Upon
receipt by the Indenture Trustee of evidence satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of any Note and, in the case
of a lost, stolen or destroyed Note, of indemnity satisfactory to it, and upon
surrender and cancellation of the Note, if mutilated, (a) the Issuer shall
execute, and the Indenture Trustee shall authenticate and deliver, a new Note of
the same series, subseries, if any, interest rate, maturity and denomination in
lieu of such lost, stolen, destroyed or mutilated Note or (b) if such lost,
stolen, destroyed or mutilated Note shall have matured or have been called for
redemption, in lieu of executing and delivering a new Note as aforesaid, the
Issuer may pay such Note. Any such new Note shall bear a number not
contemporaneously outstanding. The applicant for any such new Note may be
required to pay all taxes and governmental charges and all expenses and charges
of the Issuer and of the Indenture Trustee in connection with the issuance of
such Note. All Notes shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing conditions are exclusive with respect
to the replacement and payment of mutilated, destroyed, lost or stolen Notes,
negotiable instruments or other securities.

            Section 1.06 Indenture Trustee's Authentication Certificate. The
Indenture Trustee's authentication certificate upon any Notes shall be
substantially in the form provided in the Supplemental Indenture authorizing the
issuance of such Notes. No Note shall be secured hereby or entitled to the
benefit hereof, or shall be valid or obligatory for any purpose, unless a
certificate of authentication, substantially in such form, has been duly
executed by the Indenture Trustee; and such certificate of the Indenture Trustee
upon any Note shall be conclusive evidence and the only competent evidence that
such Note has been authenticated and delivered hereunder and under a
Supplemental Indenture. The Indenture Trustee's certificate of authentication
shall be deemed to have been duly executed by it if manually signed by an
authorized officer or signatory of the Indenture Trustee, but it shall not be
necessary that the same person sign the certificate of authentication on all of
the Notes issued hereunder.

            Section 1.07 Cancellation and Destruction of Notes by the Indenture
Trustee. Whenever any Outstanding Notes shall be delivered to the Indenture
Trustee for the cancellation thereof pursuant to this Indenture, upon payment of
the principal amount and interest represented thereby, or for replacement
pursuant to Section 1.03 hereof, such Notes shall be promptly cancelled and,
within a reasonable time, cremated or otherwise destroyed by the Indenture
Trustee and counterparts of a certificate of destruction evidencing such
cremation or other destruction shall be furnished by the Indenture Trustee to
the Issuer.

            Section 1.08 Temporary Notes. Pending the preparation of definitive
Notes, the Issuer may execute and the Indenture Trustee shall authenticate and
deliver temporary Notes. Temporary Notes shall be issuable as fully registered
Notes without coupons, of any denomination, and substantially in the form of the
definitive Notes but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the Issuer. Every
temporary Note shall be executed by the Issuer and be authenticated by the
Indenture Trustee upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Notes. As promptly as practicable the
Issuer shall execute and shall furnish definitive Notes and thereupon temporary
Notes may be surrendered in exchange therefor without charge at the Corporate
Trust Office of the Indenture Trustee, and the Indenture Trustee shall
authenticate and deliver in exchange for such temporary Notes a like aggregate
principal amount of definitive Notes. Until so exchanged the temporary Notes
shall be entitled to the same benefits under this Indenture as definitive Notes.

            Section 1.09 Issuance of Notes.

            (a) The Issuer shall have the authority, upon complying with the
provisions of this Section 1.09, to issue and deliver from time to time Notes
secured by the Trust Estate on a parity with the Senior Notes, the Subordinate
Notes, the Junior-Subordinate Notes or the Residual Notes, if any, secured
hereunder as shall be determined by the Issuer. In addition, the Issuer may
enter into any Derivative Products it deems necessary or desirable with respect
to any or all of the Notes. The payment of interest and principal on the
Residual Notes shall be subordinate to the payment of interest, principal and
premium, if any, due on the Senior Notes, Subordinate Notes, and
Junior-Subordinate Notes and any payments required to satisfy the Reserve Fund
Requirement.

            (b) No Notes shall be authenticated and delivered pursuant to this
Indenture until the following conditions have been satisfied:

            (i) The Issuer and the Indenture Trustee have entered into a
      Supplemental Indenture (which Supplemental Indenture shall not require the
      approval of the Noteholders of any of the Outstanding Notes or Derivative
      Products) providing the terms and forms of the proposed Notes as described
      in Section 1.01 hereof, including the designation of such Notes as Senior
      Notes, Subordinate Notes, Junior-Subordinate Notes or Residual Notes, the
      redemption and selection provisions applicable to such Notes, and the
      Reserve Fund Requirement with respect to such Notes, if any.

            (ii) The Indenture Trustee shall have received a Rating Confirmation
      from each Rating Agency which has assigned a Rating or Ratings to any
      Outstanding Notes that such Rating or Ratings will not be reduced or
      withdrawn as a result of the issuance of the proposed Notes.

            (iii) Upon the issuance of the proposed Notes, an amount equal to
      the Reserve Fund Requirement with respect to such Notes, if any, shall be
      deposited in the Reserve Fund.

            (iv) The Indenture Trustee shall have received a written order from
      the Issuer to authenticate and deliver the Notes.

            (c) The Indenture Trustee is authorized to set up any additional
Funds or Accounts or Subaccounts under this Indenture which it deems necessary
or convenient in connection with the issuance and delivery of any Notes.


                                   ARTICLE II

                 PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS;
                             AND DERIVATIVE PRODUCTS

            Section 2.01 Parity and Priority of Lien. The provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Issuer
shall be for the equal benefit, protection and security of the Noteholders or
any holders of the Obligations, all of which, regardless of the time or times of
their issuance or maturity, shall be of equal rank without preference, priority
or distinction of any of the Obligations over any other thereof, except as
expressly provided in this Indenture with respect to certain payment and other
priorities.

            Section 2.02 Other Obligations. The Issuer shall not issue any
Notes, incur any obligations or engage in any activities other than in
connection with the purposes and powers of the Issuer as set forth in Section
2.03 of the Trust Agreement.

            (a) The Issuer shall not commingle the Funds established by this
Indenture with funds, proceeds, or investment of funds relating to other issues
or series of notes heretofore or hereafter issued, except to the extent such
commingling is required by the Indenture Trustee for ease in administration of
its duties and responsibilities; provided, however, that should the Indenture
Trustee require such permitted commingling, it shall keep complete records in
order that the funds, proceeds, or investments under this Indenture may at all
times be identified by source and application, and if necessary, separated.

            (b) The revenues and other moneys, Financed Student Loans,
securities, evidences of indebtedness, interests, rights and properties pledged
under this Indenture are and will be owned by the Issuer (or the Eligible Lender
Trustee) free and clear of any pledge, lien, charge or encumbrance thereon or
with respect thereto prior to or of equal rank with the respective pledges
created by this Indenture, except as otherwise expressly provided herein, and
all action on the part of the Issuer to that end has been duly and validly
taken. If any Financed Student Loan is found to have been subject to a lien at
the time such Financed Student Loan was acquired, the Issuer shall cause such
lien to be released, shall purchase such Financed Student Loan from the Trust
Estate for a purchase price equal to its principal amount plus any unamortized
premium, if any, and interest accrued thereon or shall replace such Financed
Student Loan with another Student Loan with substantially identical
characteristics which replacement Student Loan shall be free and clear of liens
at the time of such replacement. Except as otherwise provided herein, the Issuer
shall not create or voluntarily permit to be created any debt, lien, or charge
on the Financed Student Loans which would be on a parity with or prior to the
lien of this Indenture; shall not do or omit to do or suffer to be done or
omitted to be done any matter of things whatsoever whereby the lien of this
Indenture or the priority of such lien for the Obligations hereby secured might
or could be lost or impaired; and will pay or cause to be paid or will make
adequate provisions for the satisfaction and discharge of all lawful claims and
demands which if unpaid might by law be given precedence to or any equality with
this Indenture as a lien or charge upon the Financed Student Loans; provided,
however, that nothing in this subsection (c) shall require the Issuer to pay,
discharge, or make provision for any such lien, charge, claim, or demand so long
as the validity thereof shall be by it in good faith contested, unless thereby,
the same will endanger the security for the Obligations; and provided further
that any subordinate lien hereon (i.e., subordinate to the lien securing the
Senior Obligations, the Subordinate Obligations, the Junior-Subordinate
Obligations and Residual Obligations) shall be entitled to no payment from the
Trust Estate, nor may any remedy be exercised with respect to such subordinate
lien against the Trust Estate until all Obligations have been paid or deemed
paid hereunder.

            Section 2.03 Derivative Products; Counterparty Derivative Payments;
Issuer Derivative Payments. The Issuer hereby authorizes and directs the
Indenture Trustee to acknowledge and agree to any Derivative Product hereafter
entered into by the Issuer and a Counterparty under which (a) the Issuer may be
required to make, from time to time, Issuer Derivative Payments and (b) the
Indenture Trustee may receive, from time to time, Counterparty Derivative
Payments for the account of the Issuer. No Derivative Product shall be entered
into unless (i) the Indenture Trustee shall have received a Rating Confirmation
from each Rating Agency that such Derivative Product will not adversely affect
the Rating on any of the Notes and (ii) all Issuer Derivative Payments and
Counterparty Derivative Payments are made on the third Business Day immediately
preceding a Note Payment Date. Anything in this Indenture to the contrary
notwithstanding, any Revenues representing Counterparty Derivative Payments
shall not be available to make an Issuer Derivative Payment or to pay any other
amounts owed to a Counterparty under a Derivative Product.

            No later than the fourth Business Day immediately preceding each
Note Payment Date on which a Counterparty Derivative Payment or Issuer
Derivative Payment is due pursuant to the applicable Derivative Product through
and including the termination date of a Derivative Product, the Issuer shall
give written notice to the Indenture Trustee stating either (a) the amount of
any Counterparty Derivative Payment due to be received by the Indenture Trustee
for the account of the Issuer on the third Business Day immediately preceding
such Note Payment Date or (b) the amount of any Issuer Derivative Payment to be
paid to the Counterparty on the third Business Day immediately preceding such
Note Payment Date. If the Indenture Trustee fails to receive such written
notification from the Issuer by the end of such fourth Business Day, it shall
immediately notify the Issuer of such fact in writing.

            On the third Business Day immediately preceding each Note Payment
Date on which a Counterparty Derivative Payment is due pursuant to the
applicable Derivative Product in accordance with the written notification
received from the Issuer, the Indenture Trustee shall deposit all moneys
received representing such Counterparty Derivative Payment in the Revenue Fund
to be applied in accordance with the provisions of Section 4.03 hereof. The
Indenture Trustee shall notify the Issuer on such Business Day, if (a) the
amount received from the Counterparty is not equal to the amount specified in
the written notification of the Issuer, (b) no amount is received from the
Counterparty or (c) the amount received is not received in immediately available
funds.

            On the third Business Day immediately preceding any Note Payment
Date with respect to which an Issuer Derivative Payment is due in accordance
with the written notification received from the Issuer or, with respect to a
payment in respect of an early termination date due pursuant to the terms of a
Derivative Product from the Issuer, the Indenture Trustee shall make payment to
the Counterparty from moneys in the Revenue Fund of the amount of the Issuer
Derivative Payment specified in such written notification of the Issuer, due on
such date by the deposit or wire transfer of immediately available funds to the
credit of the account of the Counterparty specified in such written notification
of the Issuer, but only to the extent such payment will not result in a
deficiency in the amount due on the next succeeding Note Payment Date to the
Noteholders of any class of Obligations having a priority equal to or higher
than such Counterparty under such Derivative Product.

            If any payment to such a Counterparty described in the paragraph
above would result in a deficiency in the amounts required to make payments to
the Noteholders of the Obligations referred to in the paragraph above on such
Note Payment Date, then the Indenture Trustee shall delay the making of such
payment to the Counterparty until the first date on which no deficiency would
result from such payment and the Indenture Trustee has been notified in writing
to make such payment.


                                   ARTICLE III

                       PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

            Section 3.01 Payment of Principal, Interest and Premium. The Issuer
covenants that it will promptly pay, but solely from the Trust Estate, the
principal of and interest, if any, on each and every Obligation issued under the
provisions of this Indenture at the places, on the dates and in the manner
specified herein and in said Obligations and any premium required for the
retirement of said Obligations by purchase or redemption according to the true
intent and meaning thereof. The Obligations shall be and are hereby declared to
be payable from and equally secured by an irrevocable first lien on and pledge
of the properties constituting the Trust Estate, subject to the application
thereof as permitted by this Indenture, but in no event shall the Noteholders or
any holders of the Obligations have any right to possession of any Financed
Student Loans, which shall be held only by the Indenture Trustee or its agent or
bailee.

            Section 3.02 Representations and Warranties of the Issuer. The
Issuer represents and warrants that it is duly authorized under the laws of
Delaware to create and issue the Notes and to execute and deliver this Indenture
and any Derivative Product and to make the pledge to the payment of Notes and
any Issuer Derivative Payments hereunder, that all necessary action on the part
of the Issuer for the creation and issuance of the Notes and the execution and
delivery of this Indenture and any Derivative Product has been duly and
effectively taken; and that the Notes in the hands of the Noteholders thereof
and the Issuer Derivative Payments are and will be valid and enforceable special
limited obligations of the Issuer secured by and payable solely from the Trust
Estate.

            Section 3.03 Covenants as to Additional Conveyances. At any and all
times, the Issuer will duly execute, acknowledge, and deliver, or will cause to
be done, executed, and delivered, all and every such further acts, conveyances,
transfers, and assurances in law as the Indenture Trustee shall reasonably
require for the better conveying, transferring, and pledging and confirming unto
the Indenture Trustee, all and singular, the properties constituting the Trust
Estate hereby transferred and pledged, or intended so to be transferred and
pledged.

            Section 3.04 Further Covenants of the Issuer.

            (a) The Issuer will cause financing statements and continuation
statements with respect thereto at all times to be filed in the office of the
Secretary of the State of Delaware and any other jurisdiction necessary to
perfect and maintain the security interest granted by the Issuer hereunder.

            (b) The Issuer will duly and punctually keep, observe and perform
each and every term, covenant, and condition on its part to be kept, observed,
and performed, contained in this Indenture and the other agreements to which the
Issuer is a party pursuant to the transactions contemplated herein, and will
punctually perform all duties required by the Trust Agreement and the laws of
Delaware.

            (c) The Issuer shall be operated on the basis of its Fiscal Year.

            (d) The Issuer shall cause to be kept full and proper books of
records and accounts, in which full, true, and proper entries will be made of
all dealings, business, and affairs of the Issuer which relate to the Notes and
any Derivative Product.

            (e) The Issuer, upon written request of the Indenture Trustee, will
permit at all reasonable times the Indenture Trustee or its agents, accountants,
and attorneys, to examine and inspect the property, books of account, records,
reports, and other data relating to the Financed Student Loans, and will furnish
the Indenture Trustee such other information as it may reasonably request. The
Indenture Trustee shall be under no duty to make any such examination unless
requested in writing to do so by the Noteholders of not less than a majority of
the principal amount of the Notes, and unless such Noteholders shall have
offered the Indenture Trustee security and indemnity satisfactory to it against
any costs, expenses and liabilities which might be incurred thereby.

            (f) The Issuer shall cause an annual audit to be made by an
independent auditing firm of national reputation and file one copy thereof with
the Indenture Trustee and each Rating Agency within 150 days of the close of
each Fiscal Year. The Indenture Trustee shall be under no obligation to review
or otherwise analyze such audit.

            (g) The Issuer covenants that all Financed Student Loans upon
receipt thereof shall be delivered to the Indenture Trustee or its agent or
bailee to be held pursuant to this Indenture and pursuant to the Servicing
Agreement or a custodian agreement.

            (h) Notwithstanding anything to the contrary contained herein,
except upon the occurrence and during the continuance of an Event of Default
hereunder, the Issuer hereby expressly reserves and retains the privilege to
receive and, subject to the terms and provisions of this Indenture, to keep or
dispose of, claim, bring suits upon or otherwise exercise, enforce or realize
upon its rights and interest in and to the Financed Student Loans and the
proceeds and collections therefrom, and neither the Indenture Trustee nor any
Noteholder shall in any manner be or be deemed to be an indispensable party to
the exercise of any such privilege, claim or suit and the Indenture Trustee
shall be under no obligation whatsoever to exercise any such privilege, claim or
suit; provided, however, that the Indenture Trustee shall have and retain
possession of the Financed Student Loans pursuant to Section 4.02 hereof (which
Financed Student Loans may be held by the Indenture Trustee's agent or bailee)
so long as such loans are subject to the lien of this Indenture.

            (i) The Issuer shall notify the Indenture Trustee and each Rating
Agency in writing prior to entering into any Derivative Product and shall not
enter into any Derivative Product unless the Indenture Trustee has received a
Rating Confirmation.

            Section 3.05 Enforcement of the Servicing Agreement. Regardless of
whether the Issuer is otherwise in default under this Indenture, the Issuer
shall comply with and shall require the Servicer to comply with the following:

            (a) diligently enforce and take all reasonable steps, actions and
proceedings necessary for the enforcement of all terms, covenants and conditions
of the Servicing Agreement, including the prompt payment of all amounts due the
Issuer thereunder, including without limitation all principal and interest
payments, and Guarantee payments which relate to any Financed Student Loans and
cause the Servicer to specify whether payments received by it represent
principal or interest;

            (b) not permit the release of the obligations of the Servicer under
the Servicing Agreement except in conjunction with amendments or modifications
permitted by (h) below;

            (c) at all times, to the extent permitted by law, cause to be
defended, enforced, preserved and protected the rights and privileges of the
Issuer and of the Noteholders under or with respect to the Servicing Agreement;

            (d) at its own expense, the Issuer shall duly and punctually perform
and observe each of its obligations to the Servicer under the Servicing
Agreement in accordance with the terms thereof;

            (e) the Issuer agrees to give the Indenture Trustee prompt written
notice of each default on the part of the Servicer of its obligations under the
Servicing Agreement coming to the Issuer's attention;

            (f) the Issuer shall not waive any default by the Servicer under the
Servicing Agreement without the written consent of the Indenture Trustee;

            (g) the Issuer shall cause the Servicer to deliver to the Indenture
Trustee and the Issuer, on or before March 31, of each year, beginning with
March 31, 2003, a certificate stating that (i) a review of the activities of the
Servicer during the preceding calendar year and of its performance under the
Servicing Agreement has been made under the supervision of the officer signing
such certificate and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all its obligations under the Servicing
Agreement throughout such year, or, there has been a default in the fulfillment
of any such obligation, specifying each such default know to such officer and
the nature and statue thereof. The Issuer shall send copies of such annual
certificate of the Servicer to each Rating Agency; and

            (h) not consent or agree to or permit any amendment or modification
of the Servicing Agreement which will in any manner materially adversely affect
the rights or security of the Noteholders. 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 3.06 Procedures for Transfer of Funds. In any instance where
this Indenture requires a transfer of funds or money from one Fund to another, a
transfer of ownership in investments or an undivided interest therein may be
made in any manner agreeable to the Issuer and the Indenture Trustee, and in the
calculation of the amount transferred, interest on the investment which has or
will accrue before the date the money is needed in the fund to which the
transfer is made shall not be taken into account or considered as money on hand
at the time of such transfer.

            Section 3.07 Additional Covenants with Respect to the Act. The
Issuer covenants that it will cause the Indenture Trustee to be, or replace the
Indenture Trustee with, an Eligible Lender under the Act, that it will acquire
or cause to be acquired Student Loans originated and held only by an Eligible
Lender and that it will not dispose of or deliver any Financed Student Loans or
any security interest in any such Financed Student Loans to any party who is not
an Eligible Lender so long as the Act or Regulations adopted thereunder require
an Eligible Lender to be the owner or holder of Guaranteed Student Loans;
provided, however, that nothing above shall prevent the Issuer from delivering
the Student Loans to the Servicer or the Guarantee Agency. The Noteholders shall
not in any circumstances be deemed to be the owner or holder of the Guaranteed
Student Loans.

            The Issuer, or its designated agent, shall be responsible for each
of the following actions with respect to the Act:

            (a) the Issuer, or its designated agent, shall be responsible for
dealing with the Secretary with respect to the rights, benefits and obligations
under the Certificates of Insurance and the Contract of Insurance, and the
Issuer shall be responsible for dealing with the Guarantee Agencies with respect
to the rights, benefits and obligations under the Guarantee Agreements with
respect to the Financed Student Loans;

            (b) the Issuer, or its designated agent, shall cause to be
diligently enforced, and shall cause to be taken all reasonable steps, actions
and proceedings necessary or appropriate for the enforcement of all terms,
covenants and conditions of all Financed Student Loans and agreements in
connection therewith, including the prompt payment of all principal and interest
payments and all other amounts due thereunder;

            (c) the Issuer, or its designated agent, shall cause the Financed
Student Loans to be serviced by entering into the Servicing Agreement or other
agreement with the Servicer for the collection of payments made for, and the
administration of the accounts of, the Financed Student Loans;

            (d) the Issuer, or its designated agent, shall comply, and shall
cause all of its officers, directors, employees and agents to comply, with the
provisions of the Act and any regulations or rulings thereunder, with respect to
the Financed Student Loans; and

            (e) the Issuer, or its designated agent, shall cause the benefits of
the Guarantee Agreements, the Interest Subsidy Payments and the Special
Allowance Payments to flow to the Indenture Trustee. The Indenture Trustee shall
have no liability for actions taken at the direction of the Issuer, except for
negligence or willful misconduct in the performance of its express duties
hereunder. The Indenture Trustee shall have no obligation to administer, service
or collect the loans in the Trust Estate or to maintain or monitor the
administration, servicing or collection of such loans.

            The Indenture Trustee shall not be deemed to be the designated agent
for the purposes of this Section 3.07 unless it has agreed in writing to be such
agent.

            Section 3.08 Financed Student Loans; Collections Thereof; Assignment
Thereof. The Issuer, through the Servicer, shall diligently collect all
principal and interest payments on all Financed Student Loans, and all Interest
Benefit Payments, insurance, guarantee and default claims and Special Allowance
Payments which relate to such Financed Student Loans. The Issuer shall cause the
filing and assignment of such claims (prior to the timely filing deadline for
such claims under the Regulations) by the Servicer. The Issuer will comply with
the Act and Regulations which apply to the Program and to such Financed Student
Loans.

            Section 3.09 Opinions as to Indenture Trust Estate.

            (a) On the Closing Date, the Issuer shall furnish to the Indenture
Trustee and any Swap Counterparties 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, any Supplemental Indentures hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are 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 March 31, in each calendar year, beginning in 2003,
the Issuer shall furnish to the Indenture Trustee and any Swap Counterparties 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, any Supplemental Indentures hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as are necessary to maintain
the lien and security interest created by this Indenture and reciting 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, re-recording and refiling of
this Indenture, any Supplemental Indentures hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until March 31, in
the following calendar year.

            Section 3.10 Appointment of Agents, Etc. The Issuer shall employ and
appoint all employees, agents, consultants and attorneys which it may consider
necessary.

            Section 3.11 Capacity to Sue. The Issuer shall have the power and
capacity to sue and to be sued on matters arising out of or relating to the
financing of the Financed Student Loans.

            Section 3.12 Continued Existence; Successor to Issuer. The Issuer
agrees that it will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights and franchises as a Delaware
business trust, except as otherwise permitted by this Section 3.12. The Issuer
further agrees that it will not (a) sell, transfer or otherwise dispose of all
or substantially all, of its assets (except Financed Student Loans if such sale,
transfer or disposition will discharge this Indenture in accordance with Article
IX hereof); (b) consolidate with or merge into another entity; or (c) permit one
or more other corporations or entities to consolidate with or merge into it. The
preceding restrictions in (a), (b) and (c) shall not apply to a transaction if
the transferee or the surviving or resulting corporation or entity, if other
than the Issuer, by proper written instrument for the benefit of the Indenture
Trustee, irrevocably and unconditionally assumes the obligation to perform and
observe the agreements and obligations of the Issuer under this Indenture.

            If a transfer is made as provided in this Section 3.12, the
provisions of this Section 3.12 shall continue in full force and effect and no
further transfer shall be made except in compliance with the provisions of this
Section 3.12.

            Section 3.13 Amendment of Loan Sale and Contribution Agreement. The
Issuer shall notify the Indenture Trustee in writing of any proposed amendments
to any existing Loan Sale and Contribution Agreement. No such amendment shall
become effective unless and until the Indenture Trustee consents thereto in
writing. The consent of the Indenture Trustee shall not be unreasonably withheld
and shall not be withheld if the Indenture Trustee receives an opinion of
counsel acceptable to them that such an amendment is required by the Act and is
not materially prejudicial to the Noteholders. Notwithstanding the foregoing,
however, the Indenture Trustee shall consent to an amendment from time to time
so long as it is not materially prejudicial to the interests of the Noteholders,
and the Indenture Trustee may rely on an opinion of counsel to such effect. The
Indenture Trustee shall not be required to execute any amendment which affects
its rights, duties, immunities or indemnities.

            Section 3.14 Representations; Negative Covenants.

            (a) The Issuer hereby makes the following representations and
warranties to the Indenture Trustee on which the Indenture Trustee relies in
authenticating the Notes and on which the Noteholders have relied in purchasing
the Notes. Such representations and warranties shall survive the grant of the
Trust Estate to the Indenture Trustee pursuant to this Indenture.

            (i) Organization and Good Standing. The Issuer is duly organized and
      validly existing under the laws of Delaware, and has the power to own its
      assets and to transact the business in which it presently engages.

            (ii) Due Qualification. The Issuer is duly qualified to do business
      and is in good standing, and has obtained all material necessary licenses
      and approvals, in all jurisdictions where the failure to be so qualified,
      have such good standing or have such licenses or approvals would have a
      material adverse effect on the Issuer's business and operations or in
      which the actions as required by this Indenture require or will require
      such qualification.

            (iii) Authorization. The Issuer has the power, authority and legal
      right to execute, deliver and perform this Indenture and to grant the
      Trust Estate to the Indenture Trustee and the execution, delivery and
      performance of this Indenture and grant of the Trust Estate to the
      Indenture Trustee have been duly authorized by the Issuer.

            (iv) Binding Obligation. This Indenture, assuming due authorization,
      execution and delivery by the Indenture Trustee, constitutes a legal,
      valid and binding obligation of the Issuer enforceable against the Issuer
      in accordance with its terms, except that (A) such enforcement may be
      subject to bankruptcy, insolvency, reorganization, moratorium or other
      similar laws (whether statutory, regulatory or decisional) now or
      hereafter in effect relating to creditors' rights generally and (B) the
      remedy of specific performance and injunctive and other forms of equitable
      relief may be subject to certain equitable defenses and to the discretion
      of the court before which any proceeding therefor may be brought, whether
      a proceeding at law or in equity.

            (v) No Violation. The consummation of the transactions contemplated
      by this Indenture and the fulfillment of the terms hereof does not
      conflict with, result in any breach of any of the terms and provisions of
      or constitute (with or without notice, lapse of time or both) a default
      under the organizational documents of the Issuer, or any material
      indenture, agreement, mortgage, deed of trust or other instrument to which
      the Issuer is a party or by which it is bound, or result in the creation
      or imposition of any lien upon any of its material properties pursuant to
      the terms of any such indenture, agreement, mortgage, deed of trust or
      other instrument, other than this Indenture, nor violate any law or any
      order, rule or regulation applicable to the Issuer of any court or of any
      federal or state regulatory body, administrative agency, or other
      governmental instrumentality having jurisdiction over the Issuer or any of
      its properties.

            (vi) No Proceedings. There are no proceedings, injunctions, writs,
      restraining orders or investigations to which the Issuer or any of such
      entity's affiliates is a party pending, or, to the best of such entity's
      knowledge, threatened, before any court, regulatory body, administrative
      agency, or other tribunal or governmental instrumentality (A) asserting
      the invalidity of this Indenture, (B) seeking to prevent the issuance of
      any Notes or the consummation of any of the transactions contemplated by
      this Indenture or (C) seeking any determination or ruling that might
      materially and adversely affect the performance by the Issuer of its
      obligations under, or the validity or enforceability of this Indenture.

            (vii) Approvals. All approvals, authorizations, consents, orders or
      other actions of any person, corporation or other organization, or of any
      court, governmental agency or body or official, required on the part of
      the Issuer in connection with the execution and delivery of this Indenture
      have been taken or obtained on or prior to the Date of Issuance.

            (viii) Place of Business. The Issuer's place of business and office
      is located at c/o Wilmington Trust Company, Rodney Square North, 1100
      North Market Street, Wilmington, Delaware 19890-0001.

            (ix) Taxes. The Issuer has filed (or caused to be filed) all
      federal, state, county, local and foreign income, franchise and other tax
      returns required to be filed by it through the date hereof, and has paid
      all 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.

            (x) Legal Name. The legal name of the Issuer is "SLC Student Loan
      Trust-I" and has not changed since its inception. The Issuer has no
      tradenames, fictitious names, assumed names or "dba's" under which it
      conducts its business and has made no filing in respect of any such name.

            (xi) Business Purpose. The Issuer has acquired the Financed Student
      Loans conveyed to it under a Loan Sale and Contribution Agreement for a
      bona fide business purpose and has undertaken the transactions
      contemplated herein as principal rather than as an agent of any other
      person. The Issuer has adopted and operated consistently with all
      formalities with respect to its operations and has engaged in no other
      activities other than those specified in this Indenture and the Loan Sale
      and Contribution Agreement and in accordance with the transactions
      contemplated herein and therein.

            (xii) Compliance With Laws. The Issuer is in compliance with all
      applicable laws and regulations with respect to the conduct of its
      business and has obtained and maintains all permits, licenses and other
      approvals as are necessary for the conduct of its operations.

            (xiii) Valid Business Reasons; No Fraudulent Transfers. The
      transactions contemplated by this Indenture are in the ordinary course of
      the Issuer's business and the Issuer has valid business reasons for
      granting the Trust Estate pursuant to this Indenture. At the time of each
      such grant: (A) the Issuer granted the Trust Estate to the Indenture
      Trustee without any intent to hinder, delay, or defraud any current or
      future creditor of the Issuer; (B) the Issuer was not insolvent and did
      not become insolvent as a result of any such grant; (C) the Issuer was not
      engaged and was not about to engage in any business or transaction for
      which any property remaining with such entity was an unreasonably small
      capital or for which the remaining assets of such entity are unreasonably
      small in relation to the business of such entity or the transaction; (D)
      the Issuer did not intend to incur, and did not believe or should not have
      reasonably believed, that it would incur, debts beyond its ability to pay
      as they become due; and (E) the consideration received by the Issuer for
      the grant of the Trust Estate was reasonably equivalent to the value of
      the related grant.

            (xiv) No Management of Affairs of Depositor. The Issuer is not and
      will not be involved in the day-to-day management of the Depositor.

            (xv) Ability to Perform. There has been no material impairment in
      the ability of the Issuer to perform its obligations under this Indenture.

            (xvi) Financial Condition. No material adverse change has occurred
      in the Issuer's financial status since the date of its formation.

            (xvii) Event of Default. No Event of Default has occurred and no
      event has occurred that, with the giving of notice, the passage of time,
      or both, would become an Event of Default.

            (xviii) Acquisition of Financed Student Loans Legal. The Issuer has
      complied with all applicable federal, state and local laws and regulations
      in connection with its acquisition of the Financed Student Loans from the
      Depositor.

            (xix) No Material Misstatements or Omissions. No information,
      certificate of an officer, statement furnished in writing or report
      delivered to the Indenture Trustee, the Servicer or any Noteholder by the
      Issuer contains any untrue statement of a material fact or omits a
      material fact necessary to make such information, certificate, statement
      or report not misleading.

            (b) The Issuer will not:

            (i) sell, transfer, exchange or otherwise dispose of any portion of
      the Trust Estate except as expressly permitted by this Indenture;

            (ii) claim any credit on, or make any deduction from, the principal
      amount of any of the Notes by reason of the payment of any taxes levied or
      assessed upon any portion of the Trust Estate;

            (iii) except as otherwise provided herein, dissolve or liquidate in
      whole or in part, except with the prior written consent of the Indenture
      Trustee, and to the extent Notes remain Outstanding, approval of the
      Noteholders and a Rating Confirmation;

            (iv) permit the validity or effectiveness of this Indenture, any
      Supplement or any grant hereunder 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 under this Indenture, except as may be expressly permitted
      hereby;

            (v) except as otherwise provided herein, permit any lien, charge,
      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 Trust Estate or any part thereof or any interest therein or the
      proceeds thereof;

            (vi) permit the lien of this Indenture not to constitute a valid
      first priority, perfected security interest in the Trust Estate;

            (vii) incur or assume any indebtedness or guarantee any indebtedness
      of any Person whether secured by any Financed Student Loans under this
      Indenture or otherwise, except for such obligations as may be incurred by
      the Issuer in connection with the issuance of the Notes pursuant to this
      Indenture and unsecured trade payables in the ordinary course of its
      business;

            (viii) operate such that it would be consolidated with any affiliate
      and its separate existence disregarded in any federal or state proceeding

            (ix) act as agent of the Depositor or allow the Depositor to act as
      its agent;

            (x) allow the Depositor or any other affiliate to pay its expenses,
      guarantee its obligations or advance funds to it for payment of expenses;
      or

            (xi) consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets
      and liabilities or similar proceedings of or relating to the Issuer or of
      or relating to all or substantially all of its property, or a decree or
      order of a court or agency or supervisory authority having jurisdiction in
      the premises for the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets
      and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Issuer; or
      the Issuer shall not consent to the appointment of a receiver, conservator
      or liquidator in any insolvency, readjustment of debt, marshalling of
      assets and liabilities, voluntary liquidation or similar proceedings of or
      relating to the Issuer or of or relating to all or substantially all of
      its property; or admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency, bankruptcy or reorganization statute, make an assignment for
      the benefit of its creditors or voluntarily suspend payment of its
      obligations.

            (c) The Issuer makes the following representations and warranties as
to the Trust Estate which is granted to the Indenture Trustee hereunder on which
the Indenture Trustee relies in accepting the Trust Estate. Such representations
and warranties shall survive the grant of the Trust Estate to the Indenture
Trustee pursuant to this Indenture.

            (i) Financed Student Loans. Notwithstanding the definition of
      "Student Loans" herein, the Issuer covenants not to acquire Student Loan
      delinquent by more than 91 days. In addition, the Issuer covenants that no
      more than 20% of each purchase of Student Loans will be made up of Student
      Loans delinquent by more than 30 days.

            (ii) Schedule of Financed Student Loans. The information set forth
      in each Schedule of Financed Student Loans is true and correct in all
      material respects as of the opening of business on the Date of Issuance.

            (iii) Grant. It is the intention of the Issuer that the transfer
      herein contemplated constitutes a grant of the Financed Student Loans to
      the Indenture Trustee.

            (iv) All Filings Made. All filings (including, without limitation,
      UCC filings) necessary in any jurisdiction to give the Indenture Trustee a
      first priority perfected ownership and security interest in the Trust
      Estate, including the Financed Student Loans, have been made no later than
      the Date of Issuance and copies of the file-stamped financing statements
      shall be delivered to the Indenture Trustee within 5 Business Days of
      receipt by the Issuer or its agent from the appropriate secretary of
      state. The Issuer has not caused, suffered or permitted any lien, pledges,
      offsets, defenses, claims, counterclaims, charges or security interest
      with respect to the promissory notes relating to the Financed Student
      Loans (other than the security interest created in favor of the Indenture
      Trustee) to be created.

            (v) Transfer Not Subject to Bulk Transfer Act. Each grant of the
      Financed Student Loans by the Issuer pursuant to this Indenture is not
      subject to the bulk transfer act or any similar statutory provisions in
      effect in any applicable jurisdiction.

            (vi) No Transfer Taxes Due. Each grant of the Financed 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 3.15 Additional Covenants. So long as any of the Notes are
Outstanding:

            (a) The Issuer shall not engage in any business or activity other
than in connection with the activities contemplated hereby and in the Loan Sale
and Contribution Agreements, and in connection with the issuance of Notes.

            (b) The Issuer shall not consolidate or merge with or into any other
entity or convey or transfer its properties and assets substantially as an
entirety to any entity except as otherwise provided herein.

            (c) The funds and other assets of the Issuer shall not be commingled
with those of any other individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.

            (d) The Issuer shall not be, become or hold itself out as being
liable for the debts of any other party.

            (e) The Issuer shall act solely in its own name and through its duly
Authorized Officers in the conduct of its business, and shall conduct its
business so as not to mislead others as to the identity of the entity with which
they are concerned.

            (f) The Issuer shall maintain its records and books of account and
shall not commingle its records and books of account with the records and books
of account of any other Person. The books of the Issuer may be kept (subject to
any provision contained in the statutes) inside or outside of Delaware at such
place or places as may be designated from time to time by the Issuer.

            (g) All actions of the Issuer shall be taken by a duly Authorized
Officer or agent of the Issuer.

            (h) The Issuer shall not amend, alter, change or repeal any
provision contained in this Section 3.15 without (i) the prior written consent
of the Indenture Trustee and (ii) a Rating Confirmation (a copy of which shall
be provided to the Indenture Trustee).

            (i) The Issuer shall not amend the Trust Agreement without first
obtaining the prior written consent of each Rating Agency.

            (j) All audited financial statements of the Issuer that are
consolidated with those of any affiliate thereof will contain detailed notes
clearly stating that (i) all of the Issuer's assets are owned by the Issuer, and
(ii) the Issuer is a separate entity with creditors who have received ownership
and/or security interests in the Issuer's assets.

            (k) The Issuer will strictly observe legal formalities in its
dealings with the Depositor or any affiliate thereof, and funds or other assets
of the Issuer will not be commingled with those of the Depositor or any other
affiliate thereof. The Issuer shall not maintain joint bank accounts or other
depository accounts to which the Depositor or any other affiliate has
independent access. None of the Issuer's funds will at any time be pooled with
any funds of the Depositor or any other affiliate.

            (l) The Issuer will maintain an arm's length relationship with the
Depositor (and any affiliate). Any Person that renders or otherwise furnishes
services to the Issuer will be compensated by the Issuer at market rates for
such services it renders or otherwise furnishes to the Issuer except as
otherwise provided in this Indenture. Except as contemplated in this Indenture
or, the Loan Sale and Contribution Agreement, the Issuer will not hold itself
out to be responsible for the debts of the Depositor or the decisions or actions
respecting the daily business and affairs of the Depositor.

            Section 3.16 Providing of Notice. The Issuer, upon learning of any
failure on its part to observe or perform in any material respect any covenant,
representation or warranty of the Issuer set forth in this Indenture or the Loan
Sale and Contribution Agreement, or of any failure on the part of the Depositor
to observe or perform in any material respect any covenant, representation or
warranty of the Depositor set forth in the Loan Sale and Contribution Agreement,
shall promptly notify the Indenture Trustee, the Servicer and each Rating Agency
of such failure.

            Section 3.17 Reports by Issuer. The Issuer will:

            (a) 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 Section 15(d) of the Securities Exchange
Act;

            (b) 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

            (c) transmit by mail to the Noteholders, within 30 days after the
filing thereof with the Indenture Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to clauses (a) and (b) of
this Section 3.17 as may be required by rules and regulations prescribed from
time to time by the Commission.

            Section 3.18 Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee, within 120 days after the end of each fiscal year, a
brief certificate from an Authorized Officer as to his or her knowledge of the
Issuer's compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance, specifying such noncompliance and the nature
and status thereof. For purposes of this Section 3.18, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

            Section 3.19 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. The Issuer covenants that if:

            (a) default is made in the payment of any installment of interest,
if any, on any Notes when such interest becomes due and payable and such default
continues for a period of 30 days; or

            (b) default is made in the payment of the principal of and premium,
if any, on any Notes at their Maturity,

            then the Issuer will, upon demand of the Indenture Trustee, pay to
the Indenture Trustee, for the benefit of the Noteholders, the whole amount then
due and payable on such Notes for principal and premium, if any, and interest,
with interest upon any overdue principal and premium, if any, and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest, if any, at the rate or rates borne by or provided for
in such Notes, 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 its agents and counsel.

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

            If an Event of Default with respect to Notes occurs and is
continuing of which a Responsible Officer has actual knowledge, the Indenture
Trustee may, after being indemnified to its satisfaction and in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders and
any related coupons by such appropriate judicial proceedings as the Indenture
Trustee shall deem most effectual 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.

            Section 3.20 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:

            (a) This Indenture creates a valid and continuing security interest
      (as defined in the applicable Uniform Commercial Code in effect in the
      State of New York) in the Financed 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 Financed Student Loans constitute either "general
      intangibles" or "instruments" within the meaning of the applicable UCC.

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

            (d) 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 Financed Student Loans granted to the
      Indenture Trustee hereunder.

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

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

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

            Section 3.21 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 3.20
shall survive the termination of this Indenture.

            (b) The Indenture Trustee shall not waive any of the representations
and warranties set forth in Section 3.20 above.

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

            Section 3.22 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
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 Holder understands that the Issuer may require
certification acceptable to it (a) to permit the Issuer to make payments to it
without, or at a reduced rate of, withholding or (b) 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 Holder 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 Holder of Senior Notes, Subordinated Notes, except as may be
provided in the related prospectus supplement, Junior Subordinate Notes, 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) None of the Issuer, the Depositor, or the Indenture Trustee
shall cause the Issuer to be treated as an association taxable as a corporation
for U.S. federal income tax purposes.

            (d) Notwithstanding anything to the contrary herein, no transfer of
a beneficial interest in the Residual Notes or any rights or benefits with
respect thereto (including the right to receive distributions) shall be
permitted unless the Indenture Trustee shall have received an Opinion of
Counsel, at the expense of the transferor, 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.

            (e) 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 of Trust and as may be required
under applicable tax laws.

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


                                   ARTICLE IV

                                      FUNDS

            Section 4.01 Creation and Continuation of Funds and Accounts.

            (a) There are hereby created and established the following Funds to
be held and maintained by the Indenture Trustee for the benefit of the
Noteholders:

            (i) Acquisition Fund;

            (ii) Revenue Fund; and

            (iii) Reserve Fund.

            (b) The Operating Fund will be established separately by the Issuer,
and will not constitute a Fund within the meaning of this Indenture, and is held
by a depository bank of the Issuer for the benefit of the Issuer; and the
Noteholders shall have no right, title or interest therein.

            The Indenture Trustee is hereby authorized for the purpose of
facilitating the administration of the Trust Estate and for the administration
of any Notes issued hereunder to create further Accounts or Subaccounts in any
of the various Funds and Accounts established hereunder which are deemed
necessary or desirable.

            Section 4.02 Acquisition Fund. There shall be deposited into the
Acquisition Fund moneys from proceeds of any Notes. Financed Student Loans shall
be held by the Indenture Trustee or its agent or bailee and shall be pledged to
the Trust Estate and accounted for as a part of the Acquisition Fund.

            Moneys on deposit in the Acquisition Fund shall be used, upon Issuer
Order, solely to pay costs of issuance of the Notes, to redeem Notes in
accordance with the provisions of any Supplemental Indenture, and, upon receipt
by the Indenture Trustee of an Student Loan Acquisition Certificate, to acquire
Student Loans at a price which would permit the results of cash flow analyses
provided to each Rating Agency on any Date of Issuance to be sustained as
certified to the Indenture Trustee on the Student Loan Acquisition Certificate;
provided that such price may be increased if Rating Confirmation is obtained,
based on new cash flow analyses containing such assumptions as the Issuer shall
reasonably determine. Any such Issuer Order or Student Loan Acquisition
Certificate shall state that such proposed use of moneys in the Acquisition Fund
is in compliance with the provisions of this Indenture. If the Issuer determines
that all or any portion of such moneys cannot be so used, then an Authorized
Officer of the Issuer may, by Issuer Order, direct the Indenture Trustee to
redeem Notes in accordance with any Supplemental Indenture.

            Notwithstanding the foregoing, if on any Note Payment Date there are
not sufficient moneys on deposit in the Revenue Fund to make the transfers
required by Section 4.03(b)(i) through (vi) hereof, then, an amount equal to any
such deficiency may, upon Issuer Order, be transferred directly from the
Acquisition Fund.

            While the Issuer will be the beneficial owner of the Financed
Student Loans and the Noteholders will have a security interest therein, it is
understood and agreed that the Eligible Lender Trustee will be the legal owner
thereof and the Indenture Trustee will have a security interest in the Financed
Student Loans for and on behalf of the Noteholders. The notes representing the
Financed Student Loans will be held in the name of the Eligible Lender Trustee
for the account of the Issuer, for the benefit of the Noteholders.

            Section 4.03 Revenue Fund.

            (a) The Indenture Trustee shall deposit into the Revenue Fund all
Revenues derived from Financed Student Loans acquired by the Issuer, and all
other Revenue derived from moneys or assets on deposit in the Acquisition Fund
and the Reserve Fund, all Counterparty Derivative Payments and any other amounts
deposited thereto upon receipt of an Issuer Order. Upon receipt of an Issuer
Order substantially in the form of Exhibit B hereto, directing the same, moneys
in the Revenue Fund shall be used, on any date, to make a transfer to the
Operating Fund, subject to Section 4.05 hereof.

            (b) On each Note Payment Date and Derivative Payment Date, money
remaining in the Revenue Fund shall be used and transferred to other funds or
Persons in the following order of precedence (any money not so transferred or
paid to remain in the Revenue Fund until subsequently applied pursuant to this
Section 4.03(b)):

            (i) on a parity basis, to pay interest due on any Senior Notes on
      such Note Payment Date and any Issuer Derivative Payment secured on a
      parity with the Senior Notes due on such Derivative Payment Date;

            (ii) on a parity basis, to pay the principal of or premium, if any,
      on any Senior Notes due on such Note Payment Date (if such Note Payment
      Date is a Stated Maturity or mandatory redemption date with respect to
      such Senior Notes);

            (iii) on a parity basis, to pay interest due on any Subordinate
      Notes on such Note Payment Date and any Issuer Derivative Payment secured
      on a parity with the Subordinate Notes due on such Derivative Payment
      Date;

            (iv) on a parity basis, to pay the principal of or premium, if any,
      on any Subordinate Notes due on such Note Payment Date (if such Note
      Payment Date is a Stated Maturity or mandatory redemption date with
      respect to such Subordinate Notes);

            (v) on a parity basis, to pay interest on Junior-Subordinate Notes
      on such Note Payment Date and to make any Issuer Derivative Payment
      secured on a parity with such Junior-Subordinate Notes due on such
      Derivative Payment Date;

            (vi) on a parity basis, to pay the principal of or premium, if any,
      on any Junior-Subordinate Notes due on such Note Payment Date (if such
      Note Payment Date is a Stated Maturity or mandatory redemption date with
      respect to such Junior-Subordinate Notes);

            (vii) to the Reserve Fund the amount, if any, required by Section
      4.04(e) hereof;

            (viii) on a parity basis, to pay interest due on any Residual Notes
      and to make any Issuer Derivative Payment secured on a parity with such
      Residual Notes due on such Derivative Payment Date to the extent that,
      after such payment the ratio of the Value of the Trust Estate to the Value
      of the Notes then Outstanding (excluding the Residual Notes) is not less
      then the ratio specified in a Supplemental Indenture;

            (ix) to pay interest accrued on the interest carryover amounts of
      the Senior Notes, the interest carryover amounts of the Senior Notes, to
      pay interest accrued on the interest carryover amounts of the Subordinate
      Notes, the interest carryover amounts of the Subordinate Notes, to pay
      interest accrued on the interest carryover amounts of the
      Junior-Subordinate Notes, the interest carryover amounts of the
      Junior-Subordinate, in that order of priority provided, however, on any
      Payment Date, any such amount shall be allocated first to any Notes being
      redeemed on such Payment Date; and

            (x) unless otherwise specified in a Supplemental Indenture, to pay
      principal on the Residual Notes to the extent that, after such payment the
      ratio of the Value of the Trust Estate to the Notes then Outstanding
      (excluding the Residual Notes) is not less then the ratio specified in a
      Supplemental Indenture; otherwise to pay principal and premium, if any, on
      the Senior Notes, or if no Senior Notes are outstanding, to pay principal
      and premium, if any, on the Subordinate Notes, or if no Senior Notes or
      Subordinate Notes are outstanding, to pay principal and premium, if any,
      on the Junior-Subordinate Notes; provided, however, to the extent the
      Indenture permits payments to the Issuer free from the lien of the
      Indenture at the option of the Issuer and upon Issuer Order to exercise
      such option, no such principal and premium payments shall be required and
      the remaining money in the Revenue Fund on such payment date shall be paid
      to the Issuer to the extent permitted by Section 4.06 hereof.

            Section 4.04 Reserve Fund.

            (a) The Indenture Trustee shall deposit to the Reserve Fund the
amount, if any, specified in each Supplemental Indenture. On each Note Payment
Date, to the extent there are insufficient moneys in the Revenue Fund to make
the transfers required by Sections 4.03(b)(i) through (vi) hereof, then, the
amount of such deficiency shall be paid directly from the Reserve Fund if such
deficiency has not been paid from the Acquisition Fund.

            (b) Money in the Reserve Fund may be used to pay principal on the
Notes only on the date of their Maturity.

            (c) Money in the Reserve Fund may also be used to fund Add-on
Consolidation Loans during the related Add-on Period.

            (d) An amount specified in a Supplemental Indenture may be withdrawn
from the Reserve Fund, free from the lien of the Indenture on the dates
described therein.

            (e) If the Reserve Fund is used for the purposes described in
Section 4.04(a)-(d) hereof, the Indenture Trustee shall restore the Reserve Fund
to the Reserve Fund Requirement with respect thereto by transfers from the
Revenue Fund on the next Note Payment Date pursuant to Section 4.03(b)(vii)
hereof or from the Acquisition Fund pursuant to Section 4.02 hereof. If the full
amount required to restore the Reserve Fund to the applicable Reserve Fund
Requirement is not available in the Revenue Fund on such next succeeding Note
Payment Date, the Indenture Trustee shall continue to transfer funds from the
Revenue Fund as they become available and in accordance with Section
4.03(b)(vii) hereof until the deficiency in the Reserve Fund has been
eliminated.

            (f) On any day that the amount in the Reserve Fund exceeds the
Reserve Fund Requirement with respect thereto, the Indenture Trustee, at the
direction of the Issuer, shall transfer the excess to the Revenue Fund.

            (g) On the date of redemption of all of the Notes, at the direction
of the Issuer, the Indenture Trustee shall transfer all amounts in the Reserve
Fund to the Revenue Fund.

            Section 4.05 Operating Fund. The Indenture Trustee shall deposit to
the Operating Fund or transfer to the Issuer's depository bank if not the
Indenture Trustee, the amount, if any, specified in each Supplemental Indenture.
The Operating Fund is a special fund created with a depository bank of the
Issuer and shall be used to pay Program Expenses. The Operating Fund shall be
held by such depository bank of the Issuer, and no Noteholder shall have any
right, title or interest in the Operating Fund. Amounts deposited in the
Operating Fund shall be used to pay Program Expenses.

            The amount deposited in the Operating Fund by transfer from the
Revenue Fund and, if necessary, from the Acquisition Fund, and the schedule of
deposits shall be determined by the Issuer, but the amount so transferred in any
one Fiscal Year shall not exceed the amount budgeted by the Issuer as Program
Expenses for such Fiscal Year with respect to the Notes and as may be limited by
a Supplemental Indenture, and shall not exceed the amount designated therefor in
the cash flows provided to each Rating Agency on each Date of Issuance, unless
the Issuer, after furnishing each Rating Agency with revised cash flows, shall
have received a Rating Confirmation. The Issuer shall provide the Indenture
Trustee with an Issuer Order from time to time as to the amount to be
transferred.

            At any time in order to meet expenses which have been incorporated
in an amended budget, the Issuer may requisition from the Indenture Trustee the
amount which it is anticipated will be required to pay the Program Expenses not
in excess of the amount budgeted with respect to the Notes for the period to the
next deposit into the Operating Fund. The requisition, in the form of an Issuer
Order, shall include a statement that the amount requisitioned, when combined
with the amount requisitioned previously in the Fiscal Year, does not exceed the
amount currently budgeted for that year as Program Expenses or as may be further
limited by a Supplemental Indenture.

            Upon the receipt of such requisition, the Indenture Trustee shall
withdraw the amount requisitioned from the Revenue Fund, and if necessary, from
the Acquisition Fund (or so much thereof as is then on deposit in such Funds)
and transfer the same into the Operating Fund. The Issuer may request that the
Indenture Trustee pay the requisitioned amount in installments as specified by
the Issuer. In the event there is not sufficient money on hand in the Revenue
Fund and the Acquisition Fund to transfer the full amount requisitioned, the
Indenture Trustee shall notify the Issuer and the Issuer shall then determine
the amount to be transferred.

            Section 4.06 Transfers to Issuer. Transfers from the Revenue Fund to
the Issuer may be made in accordance with Section 4.03(b)(x) hereof; provided,
however, that no transfer of assets to the Issuer (other than pursuant to the
Operating Fund as otherwise permitted in Article IV of the Indenture) shall be
made if there is not on deposit in the Reserve Fund an amount equal to at least
the Reserve Fund Requirement; and further provided, that no transfer shall be
made to the Issuer unless immediately after taking into account any such
transfer, the Value of the Trust Estate exceeds 100.5% of the unpaid principal
amount of the Notes Outstanding (excluding the Residual Notes) and such excess
is at least $500,000.

            The amounts so transferred to the Issuer may be used for any proper
purpose of the Issuer and investment earnings thereon shall be the property of
the Issuer.

            Section 4.07 Investment of Funds Held by Indenture Trustee. The
Indenture Trustee shall invest money held for the credit of any Fund or Account
or Subaccount held by the Indenture Trustee hereunder as directed in writing by
an Authorized Officer of the Issuer, to the fullest extent practicable and
reasonable, in Eligible Investments which shall mature or be redeemed prior to
the respective dates when the money held for the credit of such Fund or Account
will be required for the purposes intended. In the absence of any such direction
and to the extent practicable, the Indenture Trustee shall invest amounts held
hereunder in those Eligible Investments described in clause (a) of the
definition of the Eligible Investments. The Indenture Trustee and the Issuer
hereby agree that unless an Event of Default shall have occurred hereunder, the
Issuer acting by and through an Authorized Officer shall be entitled to, and
shall, provide written direction or oral direction confirmed in writing to the
Indenture Trustee with respect to any discretionary acts required or permitted
of the Indenture Trustee under any Eligible Investments and the Indenture
Trustee shall not take such discretionary acts without such written direction.

            The Eligible Investments purchased shall be held by the Indenture
Trustee and shall be deemed at all times to be part of such Fund or Account or
Subaccounts or combination thereof, and the Indenture Trustee shall inform the
Issuer of the details of all such investments. Upon direction in writing from an
Authorized Officer of the Issuer, the Indenture Trustee shall use its best
efforts to sell at the best price obtainable, or present for redemption, any
Eligible Investments purchased by it as an investment whenever it shall be
necessary to provide money to meet any payment from the applicable Fund. The
Indenture Trustee shall advise the Issuer in writing, on or before the fifteenth
day of each calendar month (or such later date as reasonably consented to by the
Issuer), of all investments held for the credit of each Fund in its custody
under the provisions of this Indenture as of the end of the preceding month and
the value thereof, and shall list any investments which were sold or liquidated
for less than their Value at the time thereof.

            Money in any Fund constituting a part of the Trust Estate may be
pooled for the purpose of making investments and may be used to pay accrued
interest on Eligible Investments purchased. The Indenture Trustee and its
affiliates may act as principal or agent in the acquisition or disposition of
any Eligible Investments.

            Notwithstanding the foregoing, the Indenture Trustee shall not be
responsible or liable for any losses on investments made by it hereunder or for
keeping all Funds held by it, fully invested at all times, its only
responsibility being to comply with the investment instructions of the Issuer or
its designee in a non-negligent manner. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of liquidation of any
Eligible Investment prior to its stated maturity or failure to provide timely
written directions.

            The Issuer acknowledges that to the extent the regulations of the
Comptroller of the Currency or other applicable regulatory agency grant the
Issuer the right to receive brokerage confirmations of security transactions,
the Issuer waives receipt of such confirmations.

            Section 4.08 Indenture Trustee's Control over the Trust Accounts.
The Indenture Trustee, on behalf of the Noteholders and any Swap Counterparties,
shall possess all right, title and interest in all funds on deposit from time to
time in the Trust Accounts and in all proceeds thereof (including all income
thereon) and all such funds, investments, proceeds and income shall be part of
the Trust Estate. The Trust Accounts shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders and any Swap
Counterparties. If, at any time, any of the Trust Accounts ceases to be an
Eligible Deposit Account, the Indenture Trustee agrees, by its acceptance
hereto, that it shall within ten (10) Business Days (or such longer period, not
to exceed thirty (30) calendar days, as to which each Rating Agency may consent)
establish a new Trust Account as an Eligible Deposit Account and shall transfer
any cash and/or any investments to such new Trust Account. In connection with
the foregoing, the Issuer agrees that, in the event that any of the Trust
Accounts are not accounts with the Indenture Trustee, the Issuer shall notify
the Indenture Trustee and any Swap Counterparties in writing promptly upon any
of such Trust Accounts ceasing to be an Eligible Deposit Account.

            With respect to the Trust Account Property, the Indenture Trustee
agrees, by its acceptance hereof, that:

            (a) any Trust Account Property that is held in deposit accounts
shall be held solely in Eligible Deposit Accounts and each such Eligible Deposit
Account shall be subject to the exclusive custody and control of the Indenture
Trustee, and the Indenture Trustee shall have sole signature authority with
respect thereto;

            (b) any Trust Account Property that constitutes Physical Property
shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of
the definition of "Delivery;" any Trust Account Property that is a book-entry
security held through the Federal Reserve System pursuant to Federal book-entry
regulations shall be Delivered in accordance with paragraph (b) of the
definition of "Delivery"; and any Trust Account Property that is an
"uncertificated security" under Article VIII of the UCC and that is not governed
by clause (3) above shall be Delivered to the Indenture Trustee in accordance
with paragraph (c) of the definition of "Delivery."

            Section 4.09 Release; Sale of Financed Student Loans. The Indenture
Trustee shall, upon Issuer Order and subject to the provisions of this
Indenture, take all actions reasonably necessary to effect the release of any
Financed Student Loans from the lien of this Indenture to the extent required by
the Higher Education Act or other applicable laws and shall provide written
notice to the Rating Agencies prior to effecting such release.

            Prior to any such sale or disposition and release of any Financed
Student Loans, the Issuer shall provide the Indenture Trustee with an Issuer
Order stating the sale price and directing that the Financed Student Loans be
sold or otherwise disposed of and delivered to the purchaser. The Issuer shall
also deliver to the Indenture Trustee a certificate executed by an Authorized
Officer of the Issuer to the effect that the disposition price is equal to or in
excess of the principal amount of the Financed Student Loans to be sold or
disposed of (plus accrued interest) or equal to or in excess of the purchase
price paid by the Issuer for such Financed Student Loans (less principal
payments received with respect to such student loans), whichever is lower, or
that the sale of the Financed Student Loans was required to be made by
applicable law at a time when such price was not obtainable and that the
Authorized Officer of the Issuer has used commercially reasonable efforts to
maximize proceeds of such sale.

            Section 4.10 Purchase of Notes. Pursuant to this Indenture, any
amounts held under this Indenture which are available to redeem Notes may
instead be used to purchase Notes outstanding under this Indenture at the same
times and subject to the same conditions (except as to price) as apply to the
redemption of Notes.


                                    ARTICLE V

                              DEFAULTS AND REMEDIES

            Section 5.01 Events of Default Defined. For the purpose of this
Indenture, the following events are hereby defined as, and are declared to be,
"Events of Default":

            (a) default in the due and punctual payment of the principal of or
interest on any of the Senior Notes when due or failure to make any payment due
under any other Senior Obligations hereunder when due;

            (b) if no Senior Obligations are Outstanding hereunder, default in
the due and punctual payment of the principal of or interest on any of the
Subordinate Notes or failure to make any payment due under any other Subordinate
Obligation when due;

            (c) if no Senior Obligations or Subordinate Obligations are
Outstanding hereunder, default in the due and punctual payment of the principal
of or interest on any of the Junior-Subordinate Notes or failure to make any
payment due under any other Junior Subordinate Obligation when due;

            (d) if no Senior Obligations, Subordinate Obligations or Junior
Subordinate Obligations are Outstanding hereunder, default in the due and
punctual payment of the principal of or interest on any of the Residual Notes or
failure to make any payment due under any other Residual Obligation when due;

            (e) default in the performance or observance of any other of the
covenants, agreements, or conditions on the part of the Issuer to be kept,
observed, and performed contained in this Indenture or in the Notes, and
continuation of such default for a period of 30 days after written notice
thereof by the Indenture Trustee to the Issuer; and

            (f) the occurrence of an Event of Bankruptcy with respect to the
Issuer.

Failure to pay interest carryover amounts or interest on interest carryover
amounts shall not constitute an event of default.

Any notice herein provided to be given to the Issuer with respect to any default
shall be deemed sufficiently given if sent by registered mail with postage
prepaid to the Person to be notified, addressed to such Person at the post
office address as shown in Section 8.01 of this Indenture or such other address
as may hereafter be given as the principal office of the Issuer in writing to
the Indenture Trustee by an Authorized Officer of the Issuer. The Indenture
Trustee shall give such notice if requested to do so in writing by the
Noteholders of at least a majority of the principal amount of the Highest
Priority Obligations at the time Outstanding ("Noteholder Approval").

            Section 5.02 Remedy on Default; Possession of Trust Estate. Subject
to Section 5.09 hereof, upon the happening and continuance of any Event of
Default, the Indenture Trustee personally or by its attorneys or agents may
enter into and upon and take possession of such portion of the Trust Estate as
shall be in the custody of others, and all property comprising the Trust Estate,
and each and every part thereof, and exclude the Issuer and its agents,
servants, and employees wholly therefrom, and have, hold, use, operate, manage,
and control the same and each and every part thereof, and in the name of the
Issuer or otherwise, as they shall deem best, conduct the business thereof and
exercise the privileges pertaining thereto and all the rights and powers of the
Issuer and use all of the then existing Trust Estate for that purpose, and
collect and receive all charges, income and Revenue of the same and of every
part thereof, and after deducting therefrom all expenses incurred hereunder and
all other proper outlays herein authorized, and all payments which may be made
as just and reasonable compensation for its own services, and for the services
of its attorneys, agents, and assistants (and any other amounts due and owing
including amounts due and owing to the Owner Trustee), the Indenture Trustee
shall apply the rest of the money received by the Indenture Trustee as follows:

            (a) if the principal of none of the Obligations shall have become
due, first, to the payment of the interest in default on the Senior Notes and to
the payment of all Issuer Derivative Payments secured on a parity with the
Senior Notes then due, in order of the maturity of the installments thereof,
with interest on the overdue installments thereof at the same rates,
respectively, as were borne by the Senior Notes on which such interest shall be
in default and any such Issuer Derivative Payments as provided in the ISDA
Master Agreement then due, such payments to be made ratably to the parties
entitled thereto without discrimination or preference, second, to the payment of
the interest in default on the Subordinate Notes and to the payment of all
Issuer Derivative Payments secured on a parity with the Subordinate Notes then
due, in order of the maturity of the installments of such interest and any such
Issuer Derivative Payments, with interest on the overdue installments thereof at
the same rates, respectively, as were borne by the Subordinate Notes on which
such interest shall be in default and any such Issuer Derivative Payments then
due, such payments to be made ratably to the parties entitled thereto without
discrimination or preference, third, to the payment of the interest in default
on the Junior-Subordinate Notes and to the payment of all Issuer Derivative
Payments secured on a parity with such Junior-Subordinate Notes, if any, then
due, in order of the maturity of the installments of such interest and any such
Issuer Derivative Payments, with interest on the overdue installments thereof at
the same rates, respectively, as were borne by the Junior-Subordinate Notes on
which such interest shall be in default and any such Issuer Derivative Payments
then due, such payments to be made ratably to the parties entitled thereto
without discrimination or preference, except as may be provided in a
Supplemental Indenture and fourth, to the payment of the interest in default on
the Residual Notes and to the payment of all Issuer Derivative Payments secured
on a parity with Residual Notes, if any, then due, in order of the maturity of
the installments of such interest and any such Issuer Derivative Payments, with
interest on the overdue installments thereof at the same rates, respectively, as
were borne by the Residual Notes on which such interest shall be in default and
any such Issuer Derivative Payments then due, such payments to be made ratably
to the parties entitled thereto without discrimination or preference, except as
may be provided in a Supplemental Indenture; and

            (b) if the principal of any of the Obligations shall have become due
by declaration of acceleration or otherwise, first to the payment of the
interest in default on the Senior Notes and all Issuer Derivative Payments
secured on a parity with the Senior Notes then due, in the order of the maturity
of the installments thereof, with interest on overdue installments thereof at
the same rates, respectively, as were borne by the Senior Notes on which such
interest shall be in default and such Issuer Derivative Payments as provided in
the ISDA Master Agreement then due, as the case may be, second, to the payment
of the principal of all Senior Notes then due and any amount owed to a
Counterparty secured on a parity with Senior Obligations under the ISDA Master
Agreement, such payments to be made ratably to the parties entitled thereto
without discrimination or preference, third, to the payment of the interest in
default on the Subordinate Notes and all Issuer Derivative Payments secured on a
parity with the Subordinate Notes then due, in the order of the maturity of the
installments thereof with interest on overdue installments thereof at the same
rates, respectively, as were borne by the Subordinate Notes on which such
interest shall be in default and such Issuer Derivative Payments as provided in
the ISDA Master Agreement then due, as the case may be, fourth, to the payment
of the principal of all Subordinate Notes then due and any amount owed to a
Counterparty secured on a parity with Subordinate Obligations under the ISDA
Master Agreement, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, fifth, to the payment of the
interest in default on the Junior-Subordinate Notes and all Issuer Derivative
Payments secured on a parity with such Junior-Subordinate Notes then due, in the
order of the maturity of the installments thereof, with interest on overdue
installments thereof at the same rates, respectively, as were borne by the
Junior-Subordinate Notes on which such interest shall be in default and such
Issuer Derivative Payments as provided in the ISDA Master Agreement then due, as
the case may be, sixth, to the payment of the principal of all
Junior-Subordinate Notes then due and any amount owed to a Counterparty secured
on a parity with Junior-Subordinate Obligations under the ISDA Master Agreement,
such payments to be made ratably to the parties entitled thereto without
discrimination or preference, seventh, to the payment of the interest in default
on the Residual Notes and all Issuer Derivative Payments secured on a parity
with such Residual Notes then due, in the order of the maturity of the
installments thereof at the same rates, respectively, as were borne by the
Residual Notes on which such interest shall be in default and such Issuer
Derivative Payments as provided in the ISDA Master Agreement then due, as the
case may be, and eighth, to the payment of the principal of all Residual Notes
then due and any amount owed to a Counterparty secured on a parity with the
Residual Notes under the ISDA Master Agreement, such payments to be made ratably
to the parties entitled thereto without discrimination or preference, except as
may be provided in a Supplemental Indenture, ninth, to pay interest accrued on
the carryover amounts of the Senior notes, the carryover amounts of the Senior
notes, to pay interest accrued on the carryover amounts of the Subordinate
Notes, the carryover amounts of the Subordinate Notes, to pay interest accrued
on the carryover amounts of the Junior-Subordinate Notes, the carryover amounts
of the Junior-Subordinate Notes, in that order of priority

            Section 5.03 Remedies on Default; Advice of Counsel. Upon the
happening of any Event of Default, the Indenture Trustee may proceed to protect
and enforce the rights of the Indenture Trustee and the Noteholders in such
manner as counsel for the Indenture Trustee may advise, whether for the specific
performance of any covenant, condition, agreement or undertaking herein
contained, or in aid of the execution of any power herein granted, or for the
enforcement of such other appropriate legal or equitable remedies as, in the
opinion of such counsel, may be more effectual to protect and enforce the rights
aforesaid.

            Section 5.04 Remedies on Default; Sale of Trust Estate. Upon the
happening of any Event of Default and if the principal of all of the Outstanding
Obligations shall have been declared due and payable, then and in every such
case, and irrespective of whether other remedies authorized shall have been
pursued in whole or in part, the Indenture Trustee may sell, with or without
entry, to the highest bidder the Trust Estate, and all right, title, interest,
claim and demand thereto and the right of redemption thereof, at any such place
or places, and at such time or times and upon such notice and terms as may be
required by law. Upon such sale the Indenture Trustee may make and deliver to
the purchaser or purchasers a good and sufficient assignment or conveyance for
the same, which sale shall be a perpetual bar both at law and in equity against
the Issuer and all Persons claiming such properties. No purchaser at any sale
shall be bound to see to the application of the purchase money or to inquire as
to the authorization, necessity, expediency or regularity of any such sale. The
Indenture Trustee is hereby irrevocably appointed the true and lawful
attorney-in-fact of the Issuer, in its name and stead, to make and execute all
bills of sale, instruments of assignment and transfer and such other documents
of transfer as may be necessary or advisable in connection with a sale of all or
part of the Trust Estate, but the Issuer, if so requested by the Indenture
Trustee, shall ratify and confirm any sale or sales by executing and delivering
to the Indenture Trustee or to such purchaser or purchasers all such instruments
as may be necessary, or in the judgment of the Indenture Trustee, proper for the
purpose which may be designated in such request. In addition, the Indenture
Trustee may proceed to protect and enforce the rights of the Indenture Trustee
and the Noteholders of the Obligations in such manner as counsel for the
Indenture Trustee may advise, whether for the specific performance of any
covenant, condition, agreement or undertaking herein contained, or in aid of the
execution of any power herein granted, or for the enforcement of such other
appropriate legal or equitable remedies as may in the opinion of such counsel,
be more effectual to protect and enforce the rights aforesaid. The Indenture
Trustee shall take any such action or actions if requested to do so in writing
by the Noteholders of at least a majority of the principal amount of the Highest
Priority Obligations at the time Outstanding.

            Section 5.05 Appointment of Receiver. In case an Event of Default
occurs, and if all of the Outstanding Obligations shall have been declared due
and payable and in case any judicial proceedings are commenced to enforce any
right of the Indenture Trustee or of the Noteholders under this Indenture or
otherwise, then as a matter of right, the Indenture Trustee shall be entitled to
the appointment of a receiver of the Trust Estate and of the earnings, income or
Revenue, rents, issues and profits thereof with such powers as the court making
such appointments may confer.

            Section 5.06 Restoration of Position. In case the Indenture Trustee
shall have proceeded to enforce any rights under this Indenture by sale or
otherwise, and such proceedings shall have been discontinued, or shall have been
determined adversely to the Indenture Trustee, then and in every such case to
the extent not inconsistent with such adverse decree, the Issuer, the Indenture
Trustee and the Noteholders shall be restored to their former respective
positions and the rights hereunder in respect to the Trust Estate, and all
rights, remedies, and powers of the Indenture Trustee and of the Noteholders
shall continue as though no such proceeding had been taken.

            Section 5.07 Purchase of Properties by Indenture Trustee or
Noteholders. In case of any such sale of the Trust Estate, any Noteholder or
Noteholders or committee of Noteholders or the Indenture Trustee, may bid for
and purchase such property and upon compliance with the terms of sale may hold,
retain possession, and dispose of such property as the absolute right of the
purchaser or purchasers without further accountability and shall be entitled,
for the purpose of making any settlement or payment for the property purchased,
to use and apply any Obligations hereby secured and any interest thereon due and
unpaid, by presenting such Obligations in order that there may be credited
thereon the sum apportionable and applicable thereto out of the net proceeds of
such sale, and thereupon such purchaser or purchasers shall be credited on
account of such purchase price payable to him or them with the sum apportionable
and applicable out of such net proceeds to the payment of or as a credit on the
Obligations so presented.

            Section 5.08 Application of Sale Proceeds. The proceeds of any sale
of the Trust Estate, together with any funds at the time held by the Indenture
Trustee and not otherwise appropriated, shall be applied by the Indenture
Trustee as set forth in Section 5.02 hereof, and then to the Issuer or
whomsoever shall be lawfully entitled thereto.

            Section 5.09 Accelerated Maturity. If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may declare, or upon the
written direction by the Noteholders of at least 66% of the principal amount of
the Highest Priority Obligations then Outstanding, shall declare, the principal
of all Obligations then Outstanding, and the interest thereon, if not previously
due, immediately due and payable, anything in the Obligations or this Indenture
to the contrary notwithstanding; provided, however, that for a declaration of
acceleration upon a default pursuant to Section 5.01(e) hereof shall require the
consent of a majority of the Noteholders of the principal amount of the Highest
Priority Obligations then Outstanding.

            Section 5.10 Remedies Not Exclusive. The remedies herein conferred
upon or reserved to the Indenture Trustee or the Noteholders of Obligations are
not intended to be exclusive of any other remedy, but each remedy herein
provided shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing, and every power and remedy hereby
given to the Indenture Trustee or to the Noteholders of Obligations, or any
supplement hereto, may be exercised from time to time as often as may be deemed
expedient. No delay or omission of the Indenture Trustee or of any Noteholder of
Obligations to exercise any power or right arising from any default hereunder
shall impair any such right or power or shall be construed to be a waiver of any
such default or to be acquiescence therein.

            Section 5.11 Direction of Indenture Trustee. Upon the happening of
any Event of Default, the Noteholders of at least a majority of the principal
amount of the Highest Priority Obligations then Outstanding, shall have the
right by an instrument or instruments in writing delivered to the Indenture
Trustee to direct and control the Indenture Trustee as to the method of taking
any and all proceedings for any sale of any or all of the Trust Estate, or for
the appointment of a receiver, if permitted by law, and may at any time cause
any proceedings authorized by the terms hereof to be so taken or to be
discontinued or delayed; provided, however, that such Noteholders shall not be
entitled to cause the Indenture Trustee to take any proceedings which in the
Indenture Trustee's opinion would be unjustly prejudicial to non-assenting
Noteholders of Obligations, but the Indenture Trustee shall be entitled to
assume that the action requested by the Noteholders of at least a majority of
the principal amount of the Highest Priority Obligations then Outstanding will
not be prejudicial to any non-assenting Noteholders unless the Noteholders of at
least a majority of the principal amount of the non-assenting Noteholders of
such Obligations, in writing, show the Indenture Trustee how they will be
prejudiced. Anything in this Indenture to the contrary notwithstanding, the
Noteholders of at least a majority of the principal amount of the Highest
Priority Obligations then Outstanding together with the Noteholders of at least
a majority of the principal amount of all other Obligations then Outstanding
shall have the right, at any time, by an instrument or instruments in writing
executed and delivered to the Indenture Trustee, to direct the method and place
of conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, or for the appointment of a receiver
or any other proceedings hereunder, provided that such direction shall not be
otherwise than in accordance with the provisions of law and of this Indenture.
The provisions of this Section 5.11 shall be expressly subject to the provisions
of Sections 6.01(c) and 6.05 hereof.

            Section 5.12 Right to Enforce in Indenture Trustee. No Noteholder of
any Obligation shall have any right as such Noteholder to institute any suit,
action, or proceedings for the enforcement of the provisions of this Indenture
or for the execution of any trust hereunder or for the appointment of a receiver
or for any other remedy hereunder, all rights of action hereunder being vested
exclusively in the Indenture Trustee, unless and until the Indenture Trustee
fails to institute an action or suit after (i) the Noteholders of at least 25%
of the Notes shall have previously given to the Indenture Trustee written notice
of a default hereunder, and of the continuance thereof, (ii) the Noteholders of
at least 25% of the Notes shall have made written request upon the Indenture
Trustee and the Indenture Trustee shall have been afforded reasonable
opportunity to institute such action, suit or proceeding in its own name, and
(iii) the Indenture Trustee shall have been offered indemnity and security
satisfactory to it against the costs, expenses, and liabilities to be incurred
therein or thereby, which offer of indemnity shall be an express condition
precedent hereunder to any obligation of the Indenture Trustee to take any such
action hereunder, and the Indenture Trustee for 30 days after receipt of such
notification, request, and offer of indemnity, shall have failed to institute
any such action, suit or proceeding. It is understood and intended that no one
or more Noteholders of the Obligations shall have the right in any manner
whatever by his or their action to affect, disturb, or prejudice the lien of
this Indenture or to enforce any right hereunder except in the manner herein
provided and for the equal benefit of the Noteholders of not less than a
majority of the principal amount of the Obligations then Outstanding.

            The Indenture Trustee and the Noteholders covenant that they will
not at any time institute against the Trust any bankruptcy, reorganization or
other proceeding under any federal or state bankruptcy or similar law.

            Section 5.13 Physical Possession of Obligations Not Required. In any
suit or action by the Indenture Trustee arising under this Indenture or on all
or any of the Obligations issued hereunder, or any supplement hereto, the
Indenture Trustee shall not be required to produce such Obligations, but shall
be entitled in all things to maintain such suit or action without their
production.

            Section 5.14 Waivers of Events of Default. The Indenture Trustee may
in its discretion waive any Event of Default hereunder and its consequences and
rescind any declaration of acceleration of Obligations, and shall do so upon the
written request of the Noteholders of at least a majority of the principal
amount of the Highest Priority Obligations then Outstanding; provided, however,
that there shall not be waived (a) any Event of Default in the payment of the
principal of or premium on any Outstanding Obligations at the date of maturity
or redemption thereof, or any default in the payment when due of the interest on
any such Obligations, unless prior to such waiver or rescission, all arrears of
interest or all arrears of payments of principal and premium, if any, and all
expenses of the Indenture Trustee, in connection with such default shall have
been paid or provided for or (b) any default in the payment of amounts set forth
in Section 6.05 hereof. In case of any such waiver or rescission, or in case any
proceedings taken by the Indenture Trustee on account of any such default shall
have been discontinued or abandoned or determined adversely to the Indenture
Trustee, then and in every such case the Issuer, the Indenture Trustee and the
Noteholders of Obligations shall be restored to their former positions and
rights hereunder respectively, but no such waiver or rescission shall extend to
or affect any subsequent or other default, or impair any rights or remedies
consequent thereon.


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

            Section 6.01 Acceptance of Trust. The Indenture Trustee hereby
accepts the trusts imposed upon it by this Indenture, and agrees to perform said
trusts, but only upon and subject to the following terms and conditions:

            (a) Except during the continuance of an Event of Default,

            (i) 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; and

            (ii) in the absence of bad faith on its part, the Indenture Trustee
      may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Indenture Trustee and conforming to the
      requirements of this Indenture; but in the case of any such certificates
      or opinions which by any provisions hereof are specifically required to be
      furnished to the Indenture Trustee, the Indenture Trustee shall be under a
      duty to examine the same to determine whether or not they conform as to
      form with the requirements of this Indenture and whether or not they
      contain the statements required under this Indenture.

            (b) In case an Event of Default has occurred and is continuing, the
Indenture Trustee, in exercising the rights and powers vested in it by this
Indenture, shall 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
his or her own affairs.

            (c) Before taking any action hereunder requested by Noteholders, the
Indenture Trustee may require that it be furnished an indemnity bond or other
indemnity and security satisfactory to it by the Noteholders for the
reimbursement of all expenses it may incur and to protect it against liability
arising from any action taken by the Indenture Trustee.

            Section 6.02 Recitals of Others. The recitals, statements, and
representations set forth herein and in the Notes shall be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility
for the correctness of the same. The Indenture Trustee makes no representations
as to the title of the Issuer in the Trust Estate or as to the security afforded
thereby and hereby, or as to the validity or sufficiency of this Indenture or of
the Notes issued hereunder, and the Indenture Trustee shall incur no
responsibility in respect of such matters.

            Section 6.03 As to Filing of Indenture. The Indenture Trustee shall
be under no duty (a) to file or record, or cause to be filed or recorded, this
Indenture or any instrument supplemental hereto, (b) or to procure any further
order or additional instruments of further assurance, (c) to see to the delivery
to it of any personal property intended to be mortgaged or pledged hereunder or
thereunder, (d) or to do any act which may be suitable to be done for the better
maintenance of the lien or security hereof (other than the filing of any
continuation (but not initial) statements), or (e) for giving notice of the
existence of such lien, or for extending or supplementing the same or to see
that any rights to Revenue and Funds intended now or hereafter to be transferred
in trust hereunder are subject to the lien hereof. The Indenture Trustee shall
not be liable for failure of the Issuer to pay any tax or taxes in respect of
such property, or any part thereof, or the income therefrom or otherwise, nor
shall the Indenture Trustee be under any duty in respect of any tax which may be
assessed against it or the Noteholders in respect of such property or pledged
Revenue and Funds.

            Section 6.04 Indenture Trustee May Act Through Agents. The Indenture
Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder, either itself or by or through its attorneys, agents, or employees,
and it shall not be answerable or accountable for any default, neglect, or
misconduct of any such attorneys, agents, or employees, if reasonable care has
been exercised in the appointment, supervision, and monitoring of the work
performed. All reasonable costs incurred by the Indenture Trustee and all
reasonable compensation to all such persons as may reasonably be employed in
connection with the trusts hereof shall be paid by the Issuer.

            Section 6.05 Indemnification of Indenture Trustee. Other than with
respect to its duties to make payment on the Obligations when due, and its duty
to pursue the remedy of acceleration as provided in Section 5.02 hereof, for
each of which no additional security or indemnity may be required, the Indenture
Trustee shall be under no obligation or duty to perform any act at the request
of Noteholders or to institute or defend any suit in respect thereof unless
properly indemnified and provided with security to its satisfaction as provided
in Section 6.01(c) hereof. The Indenture Trustee shall not be required to take
notice, or be deemed to have knowledge, of any default or Event of Default of
the Issuer hereunder and may conclusively assume that there has been no such
default or Event of Default (other than an Event of Default described in
Sections 5.01(a), (b), (c), or (d) hereof) unless and until a Responsible
Officer shall have been specifically notified in writing at the address in
Section 8.01 hereof of such default or Event of Default by (a) the Noteholders
of the required percentages in principal amount of the Obligations then
Outstanding hereinabove specified or (b) an Authorized Officer of the Issuer.
However, the Indenture Trustee may begin suit, or appear in and defend suit,
execute any of the trusts hereby created, enforce any of its rights or powers
hereunder, or do anything else in its judgment proper to be done by it as
Indenture Trustee, without assurance of reimbursement or indemnity, and in such
case the Indenture Trustee shall be reimbursed or indemnified by the Noteholders
requesting such action, if any, or the Issuer in all other cases, for all fees,
costs and expenses, liabilities, outlays and counsel fees and other reasonable
disbursements properly incurred in connection therewith, unless such costs and
expenses, liabilities, outlays and attorneys' fees and other reasonable
disbursements properly incurred in connection therewith are adjudicated to have
resulted from the negligence or willful misconduct of the Indenture Trustee. In
furtherance and not in limitation of this Section 6.05, the Indenture Trustee
shall not be liable for, and shall be held harmless by the Issuer from,
following any orders, instructions or other directions upon which the Indenture
Trustee is authorized to rely pursuant to this Indenture or any other agreement
to which it is a party. If the Issuer or the Noteholders, as appropriate, shall
fail to make such reimbursement or indemnification, the Indenture Trustee may
reimburse itself from any money in its possession under the provisions of this
Indenture, subject only to the prior lien of the Notes for the payment of the
principal thereof, premium, if any, and interest thereon from the Revenue Fund.
None of the provisions contained in this Indenture or any other Agreement to
which it is a party shall require the Indenture Trustee to act or to expend or
risk its own funds or otherwise incur individual financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers if the Noteholders shall not have offered security and indemnity
acceptable to it or if it shall have reasonable grounds for believing that
prompt repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

            The Issuer shall indemnify the Indenture Trustee and its officers,
agents, directors and employees, against any and all loss, liability or expense
(including reasonable attorneys' fees and expenses) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder or under the Basic Documents including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder or under the Basic
Documents. Without limiting the foregoing, the Issuer agrees to indemnify and
hold harmless the Indenture Trustee from and against any liability (including
for taxes, penalties or interest asserted by any taxing jurisdiction) arising
from any failure to withhold taxes from amounts payable in respect of payments
from the Revenue Account. The Indenture Trustee shall notify the Issuer promptly
of any claim for which it may seek indemnity. Failure by the Indenture Trustee
to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder, except to the extent of any loss, liability or expense resulting from
such failure. The Issuer need not reimburse any expense or indemnity against any
loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

            Section 6.06 Indenture Trustee's Right to Reliance. The Indenture
Trustee shall fully be protected in acting upon any notice, resolution, request,
consent, order, certificate, report, appraisal, opinion, report or document of
the Issuer or the Servicer or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties. The
Indenture Trustee may consult with experts and with counsel (who may, but need
not, be counsel for the Issuer, the Indenture Trustee, or for a Noteholder), and
the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered, and in respect of any
determination made by it hereunder in good faith and in accordance with the
opinion of such counsel.

            Whenever in the administration hereof the Indenture Trustee shall
reasonably deem it desirable that a matter be proved or established prior to
taking, suffering, or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon a certificate signed by an Authorized Officer
of the Issuer or an authorized officer of the Servicer.

            The Indenture Trustee shall not be liable for any action taken,
suffered, or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it hereby; provided,
however, that the Indenture Trustee shall be liable for its negligence or
willful misconduct in taking such action.

            The Indenture Trustee is authorized, under this Indenture, subject
to Section 4.09 hereof, to sell, assign, transfer or convey Financed Student
Loans in accordance with an Issuer Order. If such Financed Student Loan was
originated under the Act, such Issuer Order shall certify that the Person to
whom such Financed Student Loan is sold, assigned, transferred, or conveyed is
an Eligible Lender unless not required by the Act. The Indenture Trustee is
further authorized to enter into agreements with other Persons, in its capacity
as Indenture Trustee, in order to carry out or implement the terms and
provisions of this Indenture.

            The duties and obligations of the Indenture Trustee shall be
determined solely by the express provisions of this Agreement, and the Indenture
Trustee shall take such action with respect to this Agreement as it shall be
directed hereunder, and the Indenture Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Agreement and as specifically directed by the Issuer or the Servicer, and no
implied covenants or obligations shall be read into this Agreement against the
Indenture Trustee.

            The Indenture Trustee shall not be liable for any error of judgment
made in good faith by an officer or officers of the Indenture Trustee, unless it
shall be conclusively determined by a court of competent jurisdiction that the
Indenture Trustee was grossly negligent in ascertaining the pertinent facts.

            The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, custodians or nominees appointed with due care, and shall not
be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.

            Section 6.07 Compensation of Indenture Trustee. Except as otherwise
expressly provided herein, all advances, counsel fees and other expenses
reasonably made or incurred by the Indenture Trustee in and about the execution
and administration of the trust hereby created and reasonable compensation to
the Indenture Trustee for its services in the premises shall be paid by the
Issuer. The compensation of the Indenture Trustee shall not be limited to or by
any provision of law in regard to the compensation of trustees of an express
trust. If not paid by the Issuer, the Indenture Trustee shall have a lien
against all money held pursuant to this Indenture, subject only to the prior
lien of the Obligations against the money and investments in the Revenue Fund
for the payment of the principal thereof, premium, if any, and interest thereon,
for such reasonable compensation, expenses, advances and counsel fees incurred
in and about the execution of the trusts hereby created and the exercise and
performance of the powers and duties of the Indenture Trustee hereunder and the
cost and expense incurred in defending against any liability in the premises of
any character whatsoever (unless such liability is adjudicated to have resulted
from the negligence or willful misconduct of the Indenture Trustee).

            Section 6.08 Indenture Trustee May Own Notes. The Indenture Trustee
hereunder, or any successor Indenture Trustee, in its individual or other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Issuer, with the same rights it would have if it were not the Indenture
Trustee. The Indenture Trustee may act as depository for, and permit any of its
officers or directors to act as a member of, or act in any other capacity in
respect to, any committee formed to protect the rights of the Noteholders or to
effect or aid in any reorganization growing out of the enforcement of the Notes
or of this Indenture, whether or not any such committee shall represent the
Noteholders of more than 60% of the principal amount of the Outstanding
Obligations.

            Section 6.09 Resignation of Indenture Trustee. The Indenture Trustee
and any successor to the Indenture Trustee may resign and be discharged from the
trust created by this Indenture by giving to the Issuer notice in writing which
notice shall specify the date on which such resignation is to take effect;
provided, however, that such resignation shall only take effect on the day
specified in such notice if a successor Indenture Trustee shall have been
appointed pursuant to Section 6.11 hereof (and is qualified to be the Indenture
Trustee under the requirements of Section 6.11 hereof). If no successor
Indenture Trustee has been appointed by the date specified or within a period of
90 days from the receipt of the notice by the Issuer, whichever period is the
longer, the Indenture Trustee may (a) appoint a temporary successor Indenture
Trustee having the qualifications provided in Section 6.11 hereof or (b) request
a court of competent jurisdiction to (i) require the Issuer to appoint a
successor, as provided in Section 6.11 hereof, within 3 days of the receipt of
citation or notice by the court, or (ii) appoint a Indenture Trustee having the
qualifications provided in Section 6.11 hereof. In no event may the resignation
of the Indenture Trustee be effective until a qualified successor Indenture
Trustee shall have been selected and appointed. In the event a temporary
successor Indenture Trustee is appointed pursuant to (a) above, the Issuer may
remove such temporary successor Indenture Trustee and appoint a successor
thereto pursuant to Section 6.11 hereof.

            Section 6.10 Removal of Indenture Trustee. The Indenture Trustee or
any successor Indenture Trustee may be removed (a) at any time by the
Noteholders of a majority of the principal amount of the Highest Priority
Obligations then Outstanding, (b) by the Issuer for cause or upon the sale or
other disposition of the Indenture Trustee or its corporate trust functions or
(c) by the Issuer without cause so long as no Event of Default as described in
Sections 5.01(a), (b), (c), (d) or (e) exists or has existed within the last 30
days, upon payment to the Indenture Trustee so removed of all money then due to
it hereunder and appointment of a successor thereto by the Issuer and acceptance
thereof by said successor. One copy of any such order of removal shall be filed
with the Issuer and the other with the Indenture Trustee so removed.

            In the event a Indenture Trustee (or successor Indenture Trustee) is
removed by any person or for any reason permitted hereunder, such removal shall
not become effective until (a) in the case of removal by the Noteholders, such
Noteholders by instrument or concurrent instruments in writing (signed and
acknowledged by such Noteholders or their attorneys-in-fact) filed with the
Indenture Trustee removed have appointed a successor Indenture Trustee or
otherwise the Issuer shall have appointed a successor, and (b) the successor
Indenture Trustee has accepted appointment as such.

            Section 6.11 Successor Indenture Trustee. In case at any time the
Indenture Trustee or any successor Indenture Trustee shall resign, be dissolved,
or otherwise shall be disqualified to act or be incapable of acting, or in case
control of the Indenture Trustee or of any successor Indenture Trustee or of its
officers shall be taken over by any public officer or officers, a successor
Indenture Trustee may be appointed by the Issuer. In the case of any such
appointment by the Issuer of a successor to the Indenture Trustee, the Issuer
shall forthwith cause notice thereof to be mailed to the Noteholders at the
address of each Noteholder appearing on the note registration books maintained
by the Indenture Trustee. Every successor Indenture Trustee appointed by the
Noteholders, by a court of competent jurisdiction, or by the Issuer shall be a
bank or trust company in good standing, organized and doing business under the
laws of the United States or of a state therein, which has a reported capital
and surplus of not less than $50,000,000, be authorized under the law to
exercise corporate trust powers, be subject to supervision or examination by a
federal or state authority, and be an Eligible Lender so long as such
designation is necessary to maintain guarantees and federal benefits under the
Act with respect to the Financed Student Loans originated under the Act.

            Section 6.12 Manner of Vesting Title in Indenture Trustee. Any
successor Indenture Trustee appointed hereunder shall execute, acknowledge, and
deliver to its predecessor Indenture Trustee, and also to the Issuer, an
instrument accepting such appointment hereunder, and thereupon such successor
Indenture Trustee, without any further act, deed, or conveyance shall become
fully vested with all the estate, properties, rights, powers, trusts, duties,
and obligations of its predecessors in trust hereunder (except that the
predecessor Indenture Trustee shall continue to have the benefits to
indemnification hereunder together with the successor Indenture Trustee), with
like effect as if originally named as Indenture Trustee herein; but the
Indenture Trustee ceasing to act shall nevertheless, on the written request of
an Authorized Officer of the Issuer, or an authorized officer of the successor
Indenture Trustee, execute, acknowledge, and deliver such instruments of
conveyance and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Indenture Trustee all the right, title, and interest of the Indenture Trustee
which it succeeds, in and to pledged Revenue and Funds and such rights, powers,
trusts, duties, and obligations, and the Indenture Trustee ceasing to act also,
upon like request, pay over, assign, and deliver to the successor Indenture
Trustee any money or other property or rights subject to the lien of this
Indenture, including any pledged securities which may then be in its possession.
Should any deed or instrument in writing from the Issuer be required by the
successor Indenture Trustee for more fully and certainly vesting in and
confirming to such new Indenture Trustee such estate, properties, rights,
powers, and duties, any and all such deeds and instruments in writing shall on
request be executed, acknowledged and delivered by the Issuer.

            In case any of the Notes to be issued hereunder shall have been
authenticated but not delivered, any successor Indenture Trustee may adopt the
certificate of authentication of the Indenture Trustee or of any successor to
the Indenture Trustee; and in case any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes in its own name; and in all such cases such certificate shall have the
full force which it has anywhere in the Notes or in this Indenture.

            Section 6.13 Additional Covenants By the Indenture Trustee to
Conform to the Act. The Indenture Trustee covenants that it will at all times be
an Eligible Lender under the Act so long as such designation is necessary, as
determined by the Issuer, to maintain the guarantees and federal benefits under
the Act with respect to the Financed Student Loans, that it will acquire Student
Loans originated under the Act in its capacity as an Eligible Lender and that it
will not dispose of or deliver any Financed Student Loans originated under the
Act or any security interest in any such Financed Student Loans to any party who
is not an Eligible Lender so long as the Act or Regulations adopted thereunder
require an Eligible Lender to be the owner or holder of such Financed Student
Loans; provided, however, that nothing above shall prevent the Indenture Trustee
from delivering the Student Loans to the Servicer or the Guaranty Agency.

            Section 6.14 Reserved.

            Section 6.15 Limitation with Respect to Examination of Reports.
Except as provided in this Indenture, the Indenture Trustee shall be under no
duty to examine any report or statement or other document required or permitted
to be filed with it by the Issuer.

            Section 6.16 Servicing Agreement. The Indenture Trustee acknowledges
the receipt of a copy of the Servicing Agreement.

            Section 6.17 Additional Covenants of Indenture Trustee. The
Indenture Trustee, by the execution hereof, covenants, represents and agrees
that:

            (a) it will not exercise any of the rights, duties, or privileges
under this Indenture in such manner as would cause the Student Loans held or
acquired under the terms hereof to be transferred, assigned, or pledged as
security to any person or entity other than as permitted by this Indenture; and

            (b) it will comply with the Act and the Regulations and will, upon
written notice from an Authorized Officer of the Issuer, the Secretary, or the
Guaranty Agency, use its reasonable efforts to cause this Indenture to be
amended (in accordance with Section 7.01 hereof) if the Act or Regulations are
hereafter amended so as to be contrary to the terms of this Indenture.

            Section 6.18 Duty of Indenture Trustee with Respect to Rating
Agencies. It shall be the duty of the Indenture Trustee to notify each Rating
Agency then rating any of the Notes (but the Indenture Trustee shall incur no
liability for any failure to do so) of (a) any change, expiration, extension, or
renewal of this Indenture, (b) redemption or defeasance of any or all the Notes,
(c) any change in the Indenture Trustee or (d) any other information
specifically required to be reported to each Rating Agency under any
Supplemental Indenture; provided, however, the provisions of this Section 6.18
do not apply when such documents have been previously supplied to such Rating
Agency and the Indenture Trustee has received written evidence to such effect,
all as may be required by this Indenture. All notices required to be forwarded
to the Rating Agencies under this Section 6.18 shall be sent in writing at the
following addresses:

            Standard & Poor's Ratings Services
            55 Water Street
            New York, New York  10041
            Attention:  Asset-Backed Surveillance Group

            Fitch Ratings
            One State Street Plaza
            New York, New York  10004
            Attention:  Structured Finance

            Moody's Investors Service Inc.
            99 Church Street
            New York, New York 10007
            Attention: Structured Finance

            The Indenture Trustee also acknowledges that each Rating Agency's
periodic review for maintenance of a Rating on any series of the Notes may
involve discussions and/or meetings with representatives of the Indenture
Trustee at mutually agreeable times and places.

            Section 6.19 Merger of the Indenture Trustee. Any corporation into
which the Indenture Trustee may be merged or with which it may be consolidated,
or any corporation resulting from any merger or consolidation to which the
Indenture Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Indenture Trustee,
shall be the successor of the Indenture Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Indenture,
without the execution or filing of any paper of any further act on the part of
any other parties hereto.

            Section 6.20 Receipt of Funds from Servicer. The Indenture Trustee
shall not be accountable or responsible in any manner whatsoever for any action
of the Issuer, the depository bank of any funds of the Issuer, or the Servicer
while the Servicer is acting as bailee or agent of the Indenture Trustee with
respect to the Student Loans except, to the extent provided in the Servicing
Agreement or custodian agreement, for actions taken in compliance with any
instruction or direction given to the Indenture Trustee, or for the application
of funds or moneys by the Servicer until such time as funds are received by the
Indenture Trustee.

            Section 6.21 Special Circumstances Leading to Resignation of
Indenture Trustee. Because the Indenture Trustee serves as trustee hereunder for
Obligations of different priorities, it is possible that circumstances may arise
which will cause the Indenture Trustee to resign from its position as trustee
for one or more of the Obligations. In the event that the Indenture Trustee
makes a determination that it should so resign, due to the occurrence of an
Event of Default or potential default hereunder, or otherwise, the Issuer may
permit such resignation as to one or more of the Obligations or request the
Indenture Trustee's resignation as to all Obligations, as the Issuer may elect.
If the Issuer should determine that a conflict of interest has arisen as to the
trusteeship of any of the Obligations, it may authorize and execute a
Supplemental Indenture with one or more successor Indenture Trustees, under
which the administration of certain of the Obligations would be separated from
the administration of the other Obligations.

            Section 6.22 Survival of Indenture Trustee's Rights to Receive
Compensation, Reimbursement and Indemnification. The Indenture Trustee's rights
to receive compensation, reimbursement and indemnification of money due and
owing hereunder at the time of the Indenture Trustee's resignation or removal
shall survive the Indenture Trustee's resignation or removal.

            Section 6.23 Corporate Trustee Required; Eligibility; Conflicting
Interests. There shall at all times be an Indenture Trustee hereunder which
shall be eligible to act as Indenture Trustee under TIA Section 310(a)(1) and
shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 6.23,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Indenture Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.23, it shall resign immediately
in the manner and with the effect specified in this Article VI. Neither the
Issuer nor any Person directly or indirectly controlling or controlled by, or
under common control with, the Issuer shall serve as Indenture Trustee.

            Section 6.24 Payment of Taxes and Other Governmental Charges.

            (a) The Indenture Trustee shall request, and Noteholders shall
provide, all appropriate tax certifications and forms necessary to enable the
Issuer 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-8BEN,
W-8ECI, W-8IMY, or W-9 (or any successors thereto), including appropriate
attachments, as applicable, 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 Trustee, including any tax or governmental charge required to be
withheld from any payment made by the Indenture Trustee under the provisions of
any applicable law or regulation with respect to any Trust Property or the
Notes, such tax or governmental charge shall be payable by the Noteholder and
may be withheld by the Indenture Trustee. The Issuer and the Indenture Trustee
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.

            Section 6.25 Indenture Trustee May File Proofs of Claim. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Issuer or any other obligor upon the Notes or the
property of the Issuer or of such other obligor or their creditors, the
Indenture Trustee (irrespective of whether the principal of the Notes of any
series 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 on the Issuer for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

            (a) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Notes, of principal (and premium, if any)
and interest, if any, 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 the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel) and of the Noteholders allowed in such judicial
proceeding; and

            (b) to collect and receive any money or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Noteholder of Notes to make such payments to the Indenture Trustee, and if the
Indenture Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Indenture Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and any predecessor Indenture Trustee, their agents and counsel, and any
other amounts due the Indenture Trustee or any predecessor Indenture Trustee.

            Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder of a Note 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 of a Note in any such proceeding.

            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 Noteholders, and it shall not be necessary to make any
Noteholders parties to any such proceedings.


                                   ARTICLE VII

                             SUPPLEMENTAL INDENTURES

            Section 7.01 Supplemental Indentures Not Requiring Consent of
Noteholders. The Issuer and the Indenture Trustee may, without the consent of or
notice to any of the Noteholders or any holders of Obligations enter into any
indenture or indentures supplemental to this Indenture for any one or more of
the following purposes:

            (a) to cure any ambiguity or defect or omission in this Indenture;

            (b) to grant to or confer upon the Indenture Trustee for the benefit
of the Noteholders any additional benefits, rights, remedies, powers or
authorities that may lawfully be granted to or conferred upon the Noteholders or
the Indenture Trustee;

            (c) to subject to this Indenture additional revenues, properties or
collateral;

            (d) to modify, amend or supplement this Indenture or any
Supplemental Indenture hereto in such manner as to permit the qualification
hereof and thereof under the Trust Indenture Act or any similar federal statute
hereafter in effect or to permit the qualification of the Notes for sale under
the securities laws of the United States of America or of any of the states of
the United States of America, and, if they so determine, to add to this
Indenture or any Supplemental Indenture hereto such other terms, conditions and
provisions as may be permitted by said Trust Indenture Act or similar federal
statute;

            (e) to evidence the appointment of a separate or co-Trustee or a
co-registrar or transfer agent or the succession of a new Indenture Trustee
hereunder, or any additional or substitute Guaranty Agency or Servicer;

            (f) to add such provisions to or to amend such provisions of this
Indenture as may, in Note Counsel's opinion, be necessary or desirable to assure
implementation of the Program in conformance with the Act if along with such
Supplemental Indenture there is filed a Note Counsel's opinion to the effect
that the addition or amendment of such provisions will in no way impair the
existing security of the Noteholders or any holders of Outstanding Obligations;

            (g) to make any change as shall be necessary in order to obtain and
maintain for any of the Notes an investment grade Rating from a nationally
recognized rating service, which changes, in the opinion of the Indenture
Trustee are not to the prejudice of the Noteholder of any of the Obligations;

            (h) to make any changes necessary to comply with the Act, the
Regulations or the Code and the regulations promulgated thereunder;

            (i) to provide for the issuance of Notes pursuant to the provisions
of Section 1.09 of this Indenture, including the creation of appropriate Funds,
Accounts and Subaccounts with respect to such Notes;

            (j) to make the terms and provisions of this Indenture, including
the lien and security interest granted herein, applicable to a Derivative
Product, and to modify Section 2.03 hereof with respect to any particular
Derivative Product;

            (k) to create any additional Funds or Accounts or Subaccounts under
this Indenture deemed by the Indenture Trustee to be necessary or desirable;

            (l) to amend the Indenture to allow for any Notes to be supported by
a letter of credit or insurance policy or a liquidity agreement, including
amendments with respect to repayment to such a provider on a parity with any
Notes or Derivative Product and providing rights to such provider under this
Indenture, including with respect to defaults and remedies;

            (m) to amend the Indenture to provide for use of a surety bond or
other financial guaranty instrument in lieu of cash and/or Eligible Investments
in all or any portion of the Reserve Fund, so long as such action shall not
adversely affect the Ratings on any of the Notes; or

            (n) to make any other change which, in the judgment of the Indenture
Trustee is not to the material prejudice of the Noteholders or any holders of
Obligations;

            provided, however, that nothing in this Section 7.01 shall permit,
or be construed as permitting, any modification of the trusts, powers, rights,
duties, remedies, immunities and privileges of the Indenture Trustee without the
prior written approval of the Indenture Trustee, which approval shall be
evidenced by execution of a Supplemental Indenture.

            The Indenture Trustee shall provide written notice to the Rating
Agencies prior to entering into any indenture or indentures supplemental to this
Indenture for any one or more of the purposes set forth pursuant to paragraph
(a) - (n) above.

            Section 7.02 Supplemental Indentures Requiring Consent of
Noteholders. Exclusive of Supplemental Indentures covered by Section 7.01 hereof
and subject to the terms and provisions contained in this Section 7.02, and not
otherwise, the Noteholders of not less than a majority of the principal amount
of each class of affected Notes and each affected Derivative Product then
Outstanding shall have the right, from time to time, to consent to and approve
the execution by the Issuer and the Indenture Trustee of such other indenture or
indentures supplemental hereto as shall be deemed necessary and desirable by the
Indenture Trustee for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this
Indenture or in any Supplemental Indenture; provided, however, that nothing in
this Section 7.02 shall permit, or be construed as permitting (a) without the
consent of the Noteholders of each affected Note and each Derivative Product
then Outstanding, (i) an extension of the maturity date of the principal of or
the interest on any Obligation, or (ii) a reduction in the principal amount of
any Obligation or the rate of interest thereon, or (iii) a privilege or priority
of any Obligation or Obligations over any other Obligation or Obligations except
as otherwise provided herein, or (iv) a reduction in the aggregate principal
amount of the Obligations required for consent to a Supplemental Indenture, or
(v) the creation of any lien other than a lien ratably securing all of the
Obligations at any time Outstanding hereunder except as otherwise provided
herein or (b) any modification of the trusts, powers, rights, obligations,
duties, remedies, immunities and privileges of the Indenture Trustee without the
prior written approval of the Indenture Trustee.

            If at any time the Issuer shall request that the Indenture Trustee
enter into any such Supplemental Indenture for any of the purposes of this
Section 7.02, the Indenture Trustee shall be entitled to receive an opinion of
counsel from the Issuer that all conditions precedent to the execution of any
supplement have been met. The Indenture Trustee shall, upon being satisfactorily
indemnified with respect to expenses, cause notice of the proposed execution of
such Supplemental Indenture to be mailed by registered or certified mail to each
Noteholder of an Obligation at the address shown on the registration books or
listed in any Derivative Product. Such notice (which shall be prepared by the
Issuer) shall briefly set forth the nature of the proposed Supplemental
Indenture and shall state that copies thereof are on file at the principal
corporate trust office of the Indenture Trustee for inspection by all
Noteholders. If, within 60 days, or such longer period as shall be prescribed by
the Issuer, following the mailing of such notice, the Noteholders of not less
than a majority of the principal amount of each class of affected Notes and each
affected Derivative Product then Outstanding at the time of the execution of any
such Supplemental Indenture shall have consented in writing to and approved the
execution thereof as herein provided, no Noteholder of any Obligation shall have
any right to object to any of the terms and provisions contained therein, or the
operation thereof, or in any manner to question the propriety of the execution
thereof, or to enjoin or restrain the Indenture Trustee or the Issuer from
executing the same or from taking any action pursuant to the provisions thereof.
Upon the execution of any such Supplemental Indenture as in this Section 7.02
permitted and provided, this Indenture shall be and be deemed to be modified and
amended in accordance therewith.

            Section 7.03 Additional Limitation on Modification of Indenture.
None of the provisions of this Indenture (including Sections 7.01 and 7.02
hereof) shall permit an amendment to the provisions of the Indenture which
permits the transfer of all or part of the Financed Student Loans originated
under the Act or granting of a security interest therein to any Person other
than an Eligible Lender or the Servicer, unless the Act or Regulations are
hereafter modified so as to permit the same.

            Section 7.04 Notice of Defaults. Within 90 days after the occurrence
of any default hereunder with respect to the Notes, the Indenture Trustee shall
transmit in the manner and to the extent provided in TIA Section 313(c), notice
of such default hereunder known to the Indenture Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest
with respect to any Note, or in the payment of any sinking fund installment with
respect to the Notes, the Indenture Trustee shall be protected in withholding
such notice if and so long as an authorized officer of the Indenture Trustee in
good faith determine that the withholding of such notice is in the interest of
the Noteholders. For the purpose of this Section 7.04, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Notes.

            Section 7.05 Conformity With the Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article VII shall conform to
the requirements of the Trust Indenture Act as then in effect.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

            Section 8.01 Notices. Any notice, request or other instrument
required by this Indenture to be signed or executed by the Noteholders of
Obligations may be executed by the execution of any number of concurrent
instruments of similar tenor, and may be signed or executed by such Noteholders
of Obligations in person or by agent appointed in writing. As a condition for
acting thereunder the Indenture Trustee may demand proof of the execution of any
such instrument and of the fact that any person claiming to be the owner of any
of said Obligations is such owner and may further require the actual deposit of
such Obligation or Obligations with the Indenture Trustee. The fact and date of
the execution of such instrument may be proved by the certificate of any officer
in any jurisdiction who by the laws thereof is authorized to take
acknowledgments of deeds within such jurisdiction, that the person signing such
instrument acknowledged before him the execution thereof, or may be proved by
any affidavit of a witness to such execution sworn to before such officer.

            The amount of Notes held by any person executing such instrument as
a Noteholder of Notes and the fact, amount, and numbers of the Notes held by
such person and the date of his holding the same may be proved by a certificate
executed by any responsible trust company, bank, banker, or other depository in
a form approved by the Indenture Trustee, showing that at the date therein
mentioned such person had on deposit with such depository the Notes described in
such certificate; provided, however, that at all times the Indenture Trustee may
require the actual deposit of such Note or Notes with the Indenture Trustee.

            All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telex, telecopy or facsimile
or similar writing) at the following addresses, and each address shall
constitute each party's respective "Corporate Trust Office" for purposes of the
Indenture:

            If intended for the Issuer:

                  SLC Student Loan Trust-I
                  c/o Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, Delaware 19890-0001
                  Attention:  Corporate Trust Administration
                  Telephone:  (203) 975-6112
                  Facsimile:  (203) 975-6299


            If intended for the Indenture Trustee:

                  Bankers Trust Company
                  Four Albany Street
                  New York, New York 10006
                  Until further notice:
                  100 Plaza One
                  Jersey City, NJ 07311
                  Attention:  Structured Finance Services
                  Telephone:  (201) 593-6793
                  Facsimile:  (201) 593-6459

Any party may change the address to which subsequent notices to such party are
to be sent, or of its principal office, by notice to the others, delivered by
hand or received by telex or telecopier or registered first-class mail, postage
prepaid. Each such notice, request or other communication shall be effective
when delivered by hand or received by telex or telecopier or first-class mail,
postage prepaid.

            Section 8.02 Covenants Bind Issuer. The covenants, agreements,
conditions, promises, and undertakings in this Indenture shall extend to and be
binding upon the successors and assigns of the Issuer, and all of the covenants
hereof shall bind such successors and assigns, and each of them, jointly and
severally. All the covenants, conditions, and provisions hereof shall be held to
be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Noteholders from time to time of the Obligations.

            No extension of time of payment of any of the Obligations shall
operate to release or discharge the Issuer, it being agreed that the liability
of the Issuer, to the extent permitted by law, shall continue until all of the
Obligations are paid in full, notwithstanding any transfer of Financed Student
Loans or extension of time for payment.

            Section 8.03 Lien Created. This Indenture shall operate effectually
as (a) a grant of lien on and security interest in, and (b) an assignment of,
the Trust Estate.

            Section 8.04 Severability of Lien. If the lien of this Indenture
shall be or shall ever become ineffectual, invalid, or unenforceable against any
part of the Trust Estate, which is not subject to the lien, because of want of
power or title in the Issuer, the inclusion of any such part shall not in any
way affect or invalidate the pledge and lien hereof against such part of the
Trust Estate as to which the Issuer in fact had the right to pledge.

            Section 8.05 Consent of Noteholders Binds Successors. Any request or
consent of the Noteholder of any Obligations given for any of the purposes of
this Indenture shall bind all future Noteholders of the same Obligation or any
Obligations issued in exchange therefor or in substitution thereof in respect of
anything done or suffered by the Issuer or the Indenture Trustee in pursuance of
such request or consent.

            Section 8.06 Nonpresentment of Notes or Interest Checks. Should any
of the Notes or interest checks not be presented for payment when due, the
Indenture Trustee shall retain from any money transferred to it for the purpose
of paying the Notes or interest checks so due, for the benefit of the
Noteholders thereof, a sum of money sufficient to pay such Notes or interest
checks when the same are presented by the Noteholders thereof for payment. Such
money shall not be required to be invested. All liability of the Issuer to the
Noteholders of such Notes or interest checks and all rights of such Noteholders
against the Issuer under the Notes or interest checks or under this Indenture
shall thereupon cease and determine, and the sole right of such Noteholders
shall thereafter be against such deposit. If any Note or interest check shall
not be presented for payment within the period of two years following its
payment or redemption date, the Indenture Trustee shall return to the Issuer the
money theretofore held by it for payment of such Note or interest check, and
such Note or interest check shall (subject to the defense of any applicable
statute of limitation) thereafter be an unsecured obligation of the Issuer. The
Indenture Trustee's responsibility for any such money shall cease upon
remittance thereof to the Issuer.

            Section 8.07 Laws Governing. It is the intent of the parties hereto
that this Indenture shall be construed in accordance with the laws of New York
without reference to its conflict of law provisions. This Indenture is subject
to the provisions of the TIA that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

            Section 8.08 Severability. of any covenant, agreement, waiver, or
part thereof in this Indenture contained be forbidden by any pertinent law or
under any pertinent law be effective to render this Indenture invalid or
unenforceable or to impair the lien hereof, then each such covenant, agreement,
waiver, or part thereof shall itself be and is hereby declared to be wholly
ineffective, and this Indenture shall be construed as if the same were not
included herein.

            Section 8.09 Exhibits. The terms of the Schedules and Exhibits, if
any, attached to this Indenture are incorporated herein in all particulars.

            Section 8.10 Non-Business Days. Except as may otherwise be provided
herein, if the date for making payment of any amount hereunder or on any Note,
or if the date for taking any action hereunder, is not a Business Day, then such
payment can be made without accruing further interest or action can be taken on
the next succeeding Business Day, with the same force and effect as if such
payment were made when due or action taken on such required date.

            Section 8.11 Parties Interested Herein. Nothing in this Indenture
expressed or implied is intended or shall be construed to confer upon, or to
give to, any person or entity, other than the Indenture Trustee, the paying
agent, if any, and the Noteholders of the Obligations, any right, remedy or
claim under or by reason of this Indenture or any covenant, condition or
stipulation hereof, and all covenants, stipulations, promises and agreements in
this Indenture contained by and on behalf of the Issuer shall be for the sole
and exclusive benefit of the Indenture Trustee, the paying agent, if any, and
the Noteholders of the Obligations.

            Section 8.12 Obligations Are Limited Obligations. The Notes and the
obligations of the Issuer contained in this Indenture are special, limited
obligations of the Issuer, secured by and payable solely from the Trust Estate
herein provided. The Issuer shall not be obligated to pay the Notes, the
interest thereon, or any other obligation created by or arising from this
Indenture from any other source.

            Section 8.13 Counterparty Rights. Notwithstanding any provision of
this Indenture, no Counterparty which shall be in default under any Derivative
Product with the Issuer shall have any of the rights granted to a Counterparty
or as the Noteholder of an Obligation hereunder.

            Section 8.14 Disclosure of Names and Addresses of Noteholders.
Noteholders by receiving and holding the same, agree with the Issuer and the
Indenture Trustee that neither the Issuer nor the Indenture Trustee nor any
Securities Depository shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Noteholders in accordance
with TIA Section 312, regardless of the source from which such information was
derived, and that the Indenture Trustee shall not be held accountable by reason
of mailing any material pursuant to a request made under TIA Section 312(b).

            Section 8.15 Aggregate Principal Amount of Obligations. Whenever in
this Indenture reference is made to the aggregate principal amount of any
Obligations, such phrase shall mean, at any time, the principal amount of any
Notes and the Derivative Value of any Derivative Product.

            Section 8.16 Financed Student Loans. The Issuer expects to acquire
Student Loans and to pledge Student Loans to the Indenture Trustee, in
accordance with this Indenture, which Student Loans, upon becoming subject to
the lien of this Indenture, constitute Financed Student Loans, as defined
herein. If for any reason a Financed Student Loan does not constitute an Student
Loan, or ceases to constitute an Student Loan, such loan shall continue to be
subject to the lien of this Indenture as a Financed Student Loan.

            Section 8.17 Limitation of Liability of the Owner Trustee. It is
expressly understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by the Owner Trustee, not individually or personally but
solely as trustee of the Issuer, in the exercise of the powers and authority
conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by the Owner Trustee but is made and intended for the purpose of
binding only the Issuer and (c) under no circumstances shall the Owner Trustee
be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Indenture or
the other Basic Documents.


                                   ARTICLE IX

                        PAYMENT AND CANCELLATION OF NOTES
                          AND SATISFACTION OF INDENTURE

            Section 9.01 Trust Irrevocable. The trust created by the terms and
provisions of this Indenture is irrevocable until the indebtedness secured
hereby (the Notes and interest thereon) and all Issuer Derivative Payments are
fully paid or provision made for its payment as provided in this Article IX.

            Section 9.02 Satisfaction of Indenture.

            (a) If the Issuer shall pay, or cause to be paid, or there shall
otherwise be paid (i) to the Noteholders, the principal of and interest on the
Notes, at the times and in the manner stipulated in this Indenture and (ii) to
each Counterparty, all Issuer Derivative Payments then due, then the pledge of
the Trust Estate hereunder, and all covenants, agreements, and other obligations
of the Issuer to the Noteholders shall thereupon cease, terminate, and become
void and be discharged and satisfied. In such event, the Indenture Trustee shall
execute and deliver to the Issuer all such instruments as may be desirable to
evidence such discharge and satisfaction, and the Indenture Trustee shall pay
over or deliver all money held by it under this Indenture to the party entitled
to receive the same under this Indenture.

            (b) Any Issuer Derivative Payments are deemed to have been paid and
the applicable Derivative Product terminated when payment of all Issuer
Derivative Payments due and payable to each Counterparty under its respective
Derivative Product have been made or duly provided for to the satisfaction of
each Counterparty and the respective Derivative Product has been terminated.

            (c) In no event shall the Indenture Trustee deliver over to the
Issuer any Financed Student Loans originated under the Act unless the Issuer is
an Eligible Lender, if the Act or Regulations then in effect require the owner
or holder of such Financed Student Loans to be an Eligible Lender.

            Section 9.03 Cancellation of Paid Notes. Any Notes which have been
paid or purchased by the Issuer, mutilated Notes replaced by new Notes, and any
temporary Note for which definitive Notes have been delivered shall (unless
otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the
Indenture Trustee and, except for temporary Notes, returned to the Issuer.


                                    ARTICLE X

                                   TERMINATION

            Section 10.01 Termination of the Trust.

            (a) The trust created by this Indenture (the "Trust") shall
terminate upon the later of (A) payment to the Noteholders and to the Indenture
Trustee of all amounts required to be paid to them pursuant to this Indenture
and any Supplemental Indenture and the disposition of all property held as part
of the Trust Estate or (B) the day following the date on which all reimbursement
obligations to the Counterparties, if any, and any other Person as may be
provided for in any Supplemental Indenture have been paid in full. The Issuer
shall promptly notify the Indenture Trustee of any prospective termination
pursuant to this Section 10.01.

            (b) Notice of any prospective termination, specifying the Note
Payment Date for payment of the final distribution and requesting the surrender
of the Notes for cancellation, shall be given promptly by the Indenture Trustee
by letter to Noteholders mailed not less than 10 nor more than 15 days preceding
the specified Note Payment Date stating (i) the Note Payment Date upon which
final payment of the Notes shall be made, (ii) the amount of any such final
payment, and (iii) the location for presentation and surrender of the Notes.
Payment of the final distribution which shall be made only upon presentation and
surrender of the Notes at the corporate trust office of the Indenture Trustee
specified in the notice.

            Section 10.02 Notice. The Indenture Trustee shall give notice of
termination of the Trust to the Issuer and each Rating Agency.


                                   ARTICLE XI

                             REPORTING REQUIREMENTS

            Section 11.01 Annual Statement as to Compliance. The Servicer will
deliver to each Rating Agency, the Indenture Trustee and the Issuer, on or
before March 31 of each year, beginning with March 31, 2003, a certificate
stating that (a) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Servicing Agreement has been made
under the supervision of the officer signing such certificate and (b) to the
best of such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Servicing Agreement throughout such
year, or, there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and statue
thereof.

            Section 11.02 Annual Independent Public Accountants' Servicing
Report. On or before March 31 of each year, beginning March 31, 2003, the
Servicer at its expense shall cause a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to each Rating Agency, the Issuer and the Indenture Trustee
to the effect that such firm has examined certain documents and records relating
to the servicing of the Financed Student Loans (during the preceding fiscal
year) under servicing agreements substantially similar one to another and to the
Servicing Agreement and that, on the basis of such examination, such servicing
has been conducted in compliance with such servicing agreements except for such
significant exceptions or errors in records that, in the opinion of such firm,
requires it to report and which are set forth in such report.

            Section 11.03 Servicer's Certificate. Each month, not later than the
fifteenth day of each month, the Servicer shall deliver to the Indenture
Trustee, a certificate certified by an officer of the Servicer certifying to the
accuracy of the monthly statement contemplated by Section 11.04.

            Section 11.04 Statements to Noteholders. On or before the fifteenth
day of each month, the Issuer shall provide or cause to be provided to the
Indenture Trustee (with a copy to the Rating Agencies) for the Indenture Trustee
to forward within 5 days of receipt to each Noteholder, a statement setting
forth information with respect to the Notes and Financed Student Loans as of the
end of the preceding month, the following to the extent applicable;

            (a) the amount of payments with respect to each series of Notes paid
with respect to principal during the preceding month;

            (b) the amount of payments with respect to each series of Notes paid
with respect to interest during the preceding month;

            (c) the amount of the payments allocable to any interest that was
carried over together with the amount of any remaining outstanding interest that
was carried over;

            (d) the principal balance of Financed Student Loans as of the close
of business on the last day of the preceding month;

            (e) the aggregate outstanding principal amount of the Notes of each
series as of the close of business on the last day of the preceding month, after
giving effect to payments allocated to principal reported under clause (a)
above;

            (f) the interest rate for any series of variable rate Notes,
indicating how such interest rate is calculated;

            (g) the amount of the servicing fees allocated to the Servicer as of
the close of business on the last day of the preceding month;

            (h) the amount of the administration fee, the auction agent fee,
market agent fee, calculation agent fee and the trustee fee, if any, allocated
as of the close of business on the last day of the preceding month;

            (i) the amount of the recoveries of principal and interest received
during the preceding month relating to Financed Student Loans;

            (j) the amount of the payment attributable to amounts in the Reserve
Fund, the amount of any other withdrawals from the Reserve Fund and the balance
of the Reserve Fund as of the close of business on the last day of the preceding
month;

            (k) the portion, if any, of the payments attributable to amounts on
deposit in the Acquisition Fund;

            (l) the aggregate amount, if any, paid by the Indenture Trustee to
acquire Student Loans from amounts on deposit in the Acquisition Fund during the
preceding month;

            (m) the amount remaining in the Acquisition Fund that has not been
used to acquire Student Loans and is being transferred to the Revenue Fund;

            (n) the aggregate amount, if any, paid for Financed Student Loans
purchased from the Trust during the preceding month;

            (o) the number and principal amount of Financed Student Loans, as of
the close of business on the last day of the preceding month, that are (i) 0 to
30 days delinquent, 31 to 60 days delinquent, (ii) 61 to 90 days delinquent,
(iii) 91 to 120 days delinquent, (iv) 121 to 150 days delinquent, (v) 151 to 180
days delinquent, (vi) 181 to 220 days delinquent and (vii) for which claims have
been filed with the appropriate Guarantee Agency and which are awaiting payment;

            (p) the Value of the Trust Estate and the Outstanding principal
amount of the Notes as of the close of business on the last day of the preceding
month; and

            (q) the number and percentage by dollar amount of (i) rejected
federal reimbursement claims for Financed Student Loans, (ii) Financed Student
Loans in forbearance and (iii) Financed Student Loans in deferment.

            Each amount set forth pursuant to paragraph (a), (b), (g) and (h)
above shall be expressed as a dollar amount per authorized denomination of a
Note. A copy of the statements referred to above may be obtained by any
Noteholder by a written request to the Indenture Trustee, addressed to its
Corporate Trust Office.
<PAGE>


            IN WITNESS WHEREOF, the Issuer and the Indenture Trustee 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-I



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



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



                                   BANKERS TRUST COMPANY, not in its individual
                                      capacity but solely as Indenture Trustee



                                   By: /s/ Eileen Hughes
                                       ----------------------------------------
                                       Name:  Eileen Hughes
                                       Title: Vice President


                                   Acknowledged and accepted as to the
                                   Granting Clauses as of the day and year
                                   first above written:



                                   BANKERS TRUST COMPANY, not in its individual
                                       capacity but solely as Eligible Lender
                                       Trustee



                                   By  /s/ Eileen Hughes
                                       ----------------------------------------
                                       Name:  Eileen Hughes
                                       Title: Vice President




            The Student Loan Corporation hereby acknowledges and accepts the
duties and obligations assigned to the Servicer in Article XI hereof.


                                   THE STUDENT LOAN CORPORATION, as Servicer



                                   By  /s/ Steven J. Gorey
                                       ----------------------------------------
                                       Name:  Steven J. Gorey
                                       Title: Chief Financial Office
<PAGE>


                                                                     EXHIBIT A

                      STUDENT LOAN ACQUISITION CERTIFICATE

            This Student Loan Acquisition Certificate is submitted pursuant to
the provisions of Section 4.02 of the Indenture of Trust, dated as of March 27,
2002 (the "Indenture"), among SLC Student Loan Trust-I (the "Issuer"), Bankers
Trust Company, as Indenture Trustee and Bankers Trust Company, as Eligible
Lender Trustee. All capitalized terms used in this Certificate and not otherwise
defined herein shall have the same meanings given to such terms in the
Indenture. In your capacity as Indenture Trustee, you are hereby authorized and
requested to disburse to The Student Loan Corporation the sum of $249,823,401
(or, in the case of an exchange, the Student Loans listed in Exhibit A hereto)
for the acquisition of Student Loans. With respect to the Student Loans so to be
acquired, the Issuer hereby certifies as follows:

            1. The Student Loans to be acquired are those specified in Schedule
A attached hereto (the "Acquired Student Loans"). The remaining unpaid principal
amount of each Acquired Student Loan is as shown on such Schedule A.

            2. The amount to be disbursed pursuant to this Certificate does not
exceed the amount permitted by Section 4.02 of the Indenture (or, if a Financed
Student Loan is being sold in exchange for an Acquired Student Loan under the
Indenture, the aggregate unpaid principal amount of, and accrued interest on,
such Financed Student Loan does not exceed the amount permitted by Section 4.02
of the Indenture).

            3. Each Acquired Student Loan is an Student Loan authorized so to be
acquired by the Indenture.

            4. You have been previously, or are herewith, provided with the
following items (the items listed in (a), (b), (c), (d), (f) and (g) have been
received and are being retained, on your behalf, by the Issuer or the Servicer):

            (a) a copy of the Loan Sale and Contribution Agreement between the
Issuer and the Eligible Lender with respect to the Acquired Student Loans;

            (b) with respect to each Insured Loan included among the Acquired
Student Loans, the Certificate of Insurance relating thereto;

            (c) with respect to each Guaranteed Loan included among the Acquired
Student Loans, a certified copy of the Guarantee Agreement relating thereto;

            (d) an opinion of counsel to the Issuer specifying each action
necessary to perfect a security interest in all Student Loans to be acquired by
the Issuer pursuant to the Loan Sale and Contribution Agreement in favor of the
Indenture Trustee in the manner provided for by the provisions of 20 U.S.C. ss.
1087-2(d)(3) or 20 U.S.C. ss.1082 (m)(1)(D)(iv), as applicable (you are
authorized to rely on the advice of a single blanket opinion of counsel to the
Issuer until such time as the Issuer shall provide any amended opinion to you);

            (e) a certificate of an Authorized Officer of the Issuer to the
effect that (i) the Issuer is not in default in the performance of any of its
covenants and agreements made in the Loan Sale and Contribution Agreement
relating to the Acquired Student Loans; (ii) with respect to all Acquired
Student Loans which are Insured, Insurance is in effect with respect thereto,
and with respect to all Acquired Student Loans which are Guaranteed, the
Guarantee Agreement is in effect with respect thereto; and (iii) the Issuer is
not in default in the performance of any of its covenants and agreements made in
any Contract of Insurance or the Guarantee Agreement applicable to the Acquired
Student Loans;

            (f) evidence that the promissory notes evidencing the Acquired
Student Loans have had stamped thereon or affixed thereto (individually or by
blanket endorsement) a notice specifying that they have been assigned to the
Indenture Trustee with all necessary endorsements; and

            (g) instruments duly assigning the Acquired Student Loans to the
Indenture Trustee.

            5. The Issuer is not, on the date hereof, in default under the
Indenture or in the performance of any of its covenants and agreements made in
the Loan Sale and Contribution Agreement relating to the Acquired Student Loans,
and, to the best knowledge of the Issuer, the Eligible Lender is not in default
under the Loan Sale and Contribution Agreement applicable to the Acquired
Student Loans. The Issuer is not aware of any default existing on the date
hereof under any of the other documents referred to in paragraph 4 hereof, nor
of any circumstances which would reasonably prevent reliance upon the opinion of
counsel referred to in paragraphs 4(d) hereof.

            6. All of the conditions specified in the Loan Sale and Contribution
Agreement applicable to the Acquired Student Loans and the Indenture for the
acquisition of the Acquired Student Loans and the disbursement hereby authorized
and requested have been satisfied; provided that the Issuer may waive the
requirement of receiving an opinion of counsel from the counsel to the Lender.

            7. If a Financed Student Loan is being sold in exchange for an
Acquired Student Loan, the final expected maturity date of such Acquired Student
Loan shall be substantially similar to that of the Financed Student Loan being
sold and such sale and exchange shall not adversely affect the ability of the
Trust Estate to make timely principal and interest payments on its Obligations.

            8. With respect to all Acquired Student Loans which are Insured,
Insurance is in effect with respect thereto, and with respect to all Acquired
Student Loans which are Guaranteed, the Guarantee Agreement is in effect with
respect thereto.

            9. The Issuer is not in default in the performance of any of its
covenants and agreements made in any Contract of Insurance or the Guarantee
Agreement applicable to the Acquired Student Loans.

            10. The undersigned is authorized to sign and submit this
Certificate on behalf of the Issuer.

            11. Student Loans are being acquired at a price which permits the
results of the cash flow analyses provided to the Rating Agencies on the Date of
Issuance to be sustained.

            WITNESS my hand this 27th day of March, 2002.


                                      SLC Student Loan TRUST-I,
                                          as Issuer

                                      By: THE STUDENT LOAN CORPORATION,
                                          as Administrator



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

                                                                      SCHEDULE A




                          Student Loans To Be Acquired
                          (On file with the Custodian)



<PAGE>


                              Form of Issuer Order

                            SLC STUDENT LOAN TRUST-I

Issuer Order for the transfer of moneys from the Revenue Fund to the Operating
Fund pursuant to Section 4.03 of the Master Indenture.

                                                                  [____ _, 200_]

To:   Bankers Trust Company, as indenture trustee (the "Indenture Trustee")
      under the Indenture of Trust, dated as of March 27, 2002 (the "Master
      Indenture"), among SLC Student Loan Trust-I (the "Issuer"), Bankers Trust
      Company, as eligible lender trustee and Bankers Trust Company, as
      Indenture Trustee, as supplemented by the Series 2002-1 Supplemental
      Indenture of Trust (the "Indenture Supplement" and collectively with the
      Master Indenture, the "Indenture")

Ladies and Gentlemen:

            Pursuant to Section 4.03 of the Master Indenture, you hereby are
authorized and directed to transfer moneys in the Revenue Fund, on any date, to
the Operating Fund, subject to Section 4.05 of the Master Indenture.

                                Very truly yours,


                                SLC STUDENT LOAN TRUST-I


                                By:    THE STUDENT LOAN CORPORATION,
                                       as Administrator,



                                   By:
                                       ----------------------------------------
                                       Name:
                                       Title:
Dated:  [___ _, 200_]

<PAGE>

                                                                      APPENDIX A


                              DEFINITIONS AND USAGE

                                      Usage
                                      -----

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

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

            (b) As used herein, in any agreement or instrument incorporating
this Appendix and in any certificate or other document made or delivered
pursuant thereto, accounting terms not defined in this Appendix or in any such
agreement or instrument, certificate or other document, and accounting terms
partly defined in this Appendix or in any such agreement or 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 agreement or 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 agreement or instrument, certificate or other
document shall control.

            (c) The words "hereof," "herein," "hereunder," and words of similar
import when used in an agreement or instrument refer to such agreement or
instrument as a whole and not to any particular provision or subdivision
thereof; references in an agreement or 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
agreement or 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 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.



                                   Definitions
                                   -----------

"Accounts" shall mean any accounts established pursuant to the Indenture.

"Acquisition Fund" shall have the meaning set forth in Section 4.02 of the
Indenture, including any Accounts and Subaccounts created therein.

"Additional Guarantor" shall mean a Federal Guarantor (other than an initial
Guarantor) of a Financed Student Loan (other than an initial Financed Student
Loan) which has entered into a guarantee agreement with the Eligible Lender
Trustee.

"Add-on Consolidation Loan" shall mean a Student Loan included in the Trust
Estate, the principal balance of which is added to an existing Consolidation
Loan during the Add-on Period, as required by the Higher Education Act.

"Add-on Period" shall mean, for each series of Notes issued under the Indenture,
the period of 180 days after the last date of origination of any Consolidation
Loan acquired by the Issuer with the proceeds of such Note Offering.

"Administration Agreement" shall mean the Administration Agreement dated as of
March 27, 2002, between the Issuer and the Administrator.

"Administration Fee" shall have the meaning set forth in the Administration
Agreement.

"Administrator" shall mean The Student Loan Corporation, a Delaware corporation,
in its capacity as administrator of the Issuer and the Financed Student Loans,
and any successor thereto.

"Administrator Default" shall have the meaning set forth in Section 12 of the
Administration Agreement.

"Administrator's Certificate" shall mean the certificate of the Administrator
delivered pursuant to Section 2(b)(ii) of the Administration Agreement.

"Affiliate" shall mean, 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" shall mean (i) with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer pursuant to the Basic Documents and who is identified on
the list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on a Closing Date (as such list may be modified or supplemented from
time to time thereafter) and (ii) with respect to the Depositor, the Seller, the
Servicer and the Administrator, any officer or other authorized representative
of the Seller, the Servicer or the Administrator, respectively, who is
authorized to act for the Depositor, the Seller, the Servicer or the
Administrator, respectively, in matters relating to itself or to the Issuer and
to be acted upon by the Depositor, the Seller, the Servicer or the
Administrator, respectively, pursuant to the Basic Documents and who is
identified on the list of Authorized Officers delivered by the Depositor, the
Seller, the Servicer and the Administrator, respectively, to the Indenture
Trustee on a Closing Date (as such list may be modified or supplemented from
time to time thereafter).

"Authorized Representative" shall mean, when used with reference to the Issuer,
(a) an Authorized Officer or (b) any affiliate organization or other entity
authorized by the Issuer to act on the Issuer's behalf.

"Basic Documents" shall mean the Trust Agreement, the Indenture, the
Supplemental Indentures, the Eligible Lender Trust Agreements, the Loan Sale and
Contribution Agreements, the Servicing Agreement, the Subservicing Agreements,
the Administration Agreement, the Custody Agreement, the Guarantee Agreements,
the Auction Agency Agreement, the Underwriting, any Swap Agreement and other
documents and certificates delivered in connection with any thereof.

"Borrower" shall mean an individual who is the maker of a Borrower Note and who
obtains a Student Loan from an "eligible lender" in accordance with the Higher
Education Act and the policies and procedures of a Guarantor.

"Borrower Note" shall mean a promissory note of a Borrower for a Student Loan
set forth on the appropriate form furnished by the Guarantor in which Borrower
Note meets the criteria set forth by the Higher Education Act and the policies
and procedures of the Guarantor.

"Business Day" shall mean any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions or trust companies in the State of New York,
or in the city in which the Corporate Trust Office of the Indenture Trustee is
located, are authorized or obligated by law, regulation or executive order to
remain closed.

"Business Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code ss. 3801 et seq., as the same may be amended from time to time.

"Certificate of Insurance" shall mean any Certificate evidencing a Financed
Student Loan is Insured pursuant to a Contract of Insurance.

"Clearing Agency" shall mean an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

"Closing Date" shall mean the date of issuance of a series of Notes under the
Indenture.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time. Each reference to a section of the Code herein shall be deemed to include
the United States Treasury Regulations, including applicable temporary and
proposed regulations, relating to such section which are applicable to the Notes
or the use of the proceeds thereof. A reference to any specific section of the
Code shall be deemed also to be a reference to the comparable provisions of any
enactment which supersedes or replaces the Code thereunder from time to time.

"Collateral" shall mean the assets pledged as security under the granting
clauses of the Indenture.

"Commission" shall mean the Securities and Exchange Commission.

"Consolidation Fee" shall mean any federal origination fee, Monthly Rebate Fee
or similar fee payable to the Department relating to the origination or
ownership of Consolidation Loans.

"Consolidation Loan" shall mean a Student Loan made pursuant to Section 428C of
the Higher Education Act to consolidate the Borrower's obligations under various
federally authorized student loan programs into a single loan, as supplemented
by the addition of any related Add-on Consolidation Loan.

"Contract of Insurance" shall mean the contract of insurance between the
Eligible Lender and the Secretary.

"Corporate Trust Office" shall mean (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 a Closing
Date is located at 100 Plaza One, Jersey City, NJ 07311, Attention: Structured
Finance Services (telephone: (201) 593-6793; facsimile: (201) 593-6459) 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 Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Depositor) and (ii) with
respect to the Eligible Lender Trustee, the principal corporate trust office of
the Eligible Lender Trustee located at 100 Plaza One, Jersey City, NJ 07311,
Attention: Structured Finance Services (telephone: (201) 593-6793; facsimile:
(201) 593-6459) 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 Depositor.

"Counterparty" shall mean any counterparty under a Derivative Product.

"Counterparty Derivative Payment" shall mean any payment to be made to, or for
the benefit of, the Issuer under a Derivative Product.

"Custodian" shall mean the Servicer or a Subservicer in its capacity as
custodian of the Borrower Notes or any permitted successor Custodian.

"Custody Agreement" shall mean any Custody Agreement, between the Servicer or
Subservicer and a Custodian.

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

"Deferral" shall mean the period defined by the Higher Education Act and the
policies of the related Guarantor during which a Borrower (in Repayment) is
entitled to postpone making payments upon the submission of appropriate
documentation.

 "Delivery" when used with respect to Trust Account Property shall mean:

            (a) with respect to bankers' acceptances, commercial paper,
      negotiable certificates of deposit and other obligations that constitute
      instruments and are susceptible of physical delivery ("Physical
      Property"):

                  (i) transfer of possession thereof to the Indenture Trustee,
      endorsed to, or registered in the name of, the Indenture Trustee or its
      nominee or endorsed in blank;

            (b) with respect to a certificated security:

                  (i) delivery thereof in bearer form to the Indenture Trustee;
      or

                  (ii) delivery thereof in registered form to the Indenture
      Trustee; and

                        (A)         the   certificate   is   endorsed  to  the
                  Indenture Trustee or in blank by effective endorsement; or

                        (B)         the  certificate is registered in the name
                  of  the   Indenture   Trustee,   upon   original   issue  or
                  registration of transfer by the Issuer;

            (c) with respect to an uncertificated security:

                  (i) the delivery of the uncertificated security to the
      Indenture Trustee; or

                  (ii) the Issuer has agreed that it will comply with
      instructions originated by the Indenture Trustee without further consent
      by the registered owner;

            (d) with respect to any security issued by the U.S. Treasury, the
      Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
      Association that is a book-entry security held through the Federal Reserve
      System pursuant to federal book-entry regulations:

                  (i) a Federal Reserve Bank by book entry credits the
      book-entry security to the securities account (as defined in 31 CFR Part
      357) of a participant (as defined in 31 CFR Part 357) which is also a
      securities intermediary; and

                  (ii) the participant indicates by book entry that the
      book-entry security has been credited to the Indenture Trustee's
      securities account;

            (e) with respect to a security entitlement:

                  (i) the Indenture Trustee becomes the entitlement holder; or

                  (ii) the securities intermediary has agreed that it will
      comply with entitlement orders originated by the Indenture Trustee;

            (f) without further consent by the entitlement holder; for the
      purpose of clauses (b) and (c) hereof "delivery" shall mean:

                  (i) with respect to a certificated security:

                        (A) the Indenture Trustee acquires possession thereof;

                        (B) another person (other than a securities
                  intermediary) either acquires possession thereof on behalf of
                  the Indenture Trustee or, having previously acquired
                  possession thereof, acknowledges that it holds for the
                  Indenture Trustee; or

                        (C) a securities intermediary acting on behalf of the
                  Indenture Trustee acquires possession of thereof, only if the
                  certificate is in registered form and has been specially
                  endorsed to the Indenture Trustee by an effective endorsement;

                  (ii) with respect to an uncertificated security:

                        (A) the Issuer registers the Indenture Trustee as the
                  Note Owner, upon original issue or registration of transfer;
                  or

                        (B) another person (other than a securities
                  intermediary) either becomes the Note Owner thereof on behalf
                  of the Indenture Trustee or, having previously become the Note
                  Owner, acknowledges that it holds for the Indenture Trustee;

            (g) for purposes of this definition, except as otherwise indicated,
      the following terms shall have the meaning assigned to each such term in
      the UCC:

                  (i) "certificated security"

                  (ii) "effective endorsement"

                  (iii) "entitlement holder"

                  (iv) "instrument"

                  (v) "securities account"

                  (vi) "securities entitlement"

                  (vii) "securities intermediary"

                  (viii) "uncertificated security"

"Department" shall mean the United States Department of Education, an agency of
the federal government.

"Depositor" shall mean SLC Student Loan Receivable I, Inc.

"Derivative Payment Date" shall mean, with respect to a Derivative Product, any
date specified in such Derivative Product on which both or either of the Issuer
Derivative Payment and/or a Counterparty Derivative Payment is due and payable
under such Derivative Product.

"Derivative Product" shall mean a written contract or agreement between the
Issuer and a Counterparty, which provides that the Issuer's obligations
thereunder will be conditioned on the absence of (i) a failure by the
Counterparty to make any payment required thereunder when due and payable, or
(ii) a default thereunder with respect to the financial status of the
Counterparty, and:

      (a)   under which the Issuer is obligated to pay (whether on a net payment
            basis or otherwise) on one or more scheduled and specified
            Derivative Payment Dates, the Issuer Derivative Payments in exchange
            for the Counterparty's obligation to pay (whether on a net payment
            basis or otherwise), or to cause to be paid, to the Issuer,
            Counterparty Derivative Payments on one or more scheduled and
            specified Derivative Payment Dates in the amounts set forth in the
            Derivative Product;

      (b)   for which the Issuer's obligation to make Issuer Derivative Payments
            may be secured by a pledge of and lien on the Trust Estate on an
            equal and ratable basis with any class of the Issuer's Outstanding
            Notes and which Issuer Derivative Payments may be equal in priority
            with any priority classification of the Issuer's Outstanding Notes;
            and

      (c)   under which Counterparty Derivative Payments are to be made directly
            to the Indenture Trustee for deposit into the Revenue Fund.

"Derivative Value" shall mean the value of the Derivative Product, if any, to
the Counterparty, provided that such value is defined and calculated in
substantially the same manner as amounts are defined and calculated pursuant to
the applicable provisions of an ISDA Master Agreement.

"Determination Date" shall mean with respect to (i) a principal payment date,
sixteen calendar days preceding such date and, (ii) an interest payment date,
the third Business Day preceding such date.

"Eligible Deposit Account" shall mean either (a) a segregated account with a
depository institution organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank), which has either a long-term unsecured debt rating, a
short-term unsecured debt rating or certificate of deposit rating acceptable to
the Rating Agencies, and whose deposits are insured by the Federal Deposit
Insurance Corporation; 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 thereof 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 the account, so long as any
unsecured notes of the depository institution have an investment grade credit
rating from each Rating Agency.

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

            (a) direct obligations of, and obligations fully guaranteed as to
      timely payment by, the United States of America;

            (b) 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, however, 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 Payment 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;

            (c) commercial paper having, at the time of the investment or
      contractual commitment to invest therein, a rating from each of the Rating
      Agencies in the highest investment category granted thereby;

            (d) investments in money market funds having a rating from Moody's
      and each of the other Rating Agencies rating such fund, in the highest
      investment category granted thereby (including funds for which the
      Indenture Trustee, the Servicer or the Eligible Lender Trustee or any of
      their respective Affiliates is investment manager or advisor);

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

            (f) 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;

            (g) any other investment permitted by each of the Rating Agencies as
      set forth in a writing delivered to the Indenture Trustee.

No obligation will be considered to be rated in the highest investment category
if it has an "r" highlighter affixed to its rating.

"Eligible Lender" shall mean any "Eligible Lender," as defined in the Higher
Education Act, and which has received an eligible lender designation from the
Secretary with respect to Student Loans made under the Higher Education Act.

"Eligible Lender Trustee" shall mean Bankers Trust Company, a New York
corporation, not in its individual capacity but solely as Eligible Lender
Trustee under the Eligible Lender Trust Agreement.

"Eligible Lender Trust Agreement" shall mean the Eligible Lender Trust Agreement
dated as of March 27, 2002 between the Issuer and the Eligible Lender Trustee.

"Event of Bankruptcy" shall mean (a) the Issuer shall have commenced a voluntary
case or other proceeding seeking liquidation, reorganization, or other relief
with respect to itself or its debts under any bankruptcy, insolvency, or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian, or other similar official of it or any
substantial part of its property, or shall have made a general assignment for
the benefit of creditors, or shall have declared a moratorium with respect to
its debts or shall have failed generally to pay its debts as they become due, or
shall have taken any action to authorize any of the foregoing; or (b) an
involuntary case or other proceeding shall have been commenced against the
Issuer seeking liquidation, reorganization, or other relief with respect to it
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian, or other similar official of it or any substantial part
of its property provided such action or proceeding is not dismissed within 60
days.

"Events of Default" shall have the meaning set forth in Article V of the
Indenture.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Federal Guarantor" shall mean a state or private non-profit guarantor that
guarantees the payment of principal of and interest on any of the Financed
Student Loans, which agency is reinsured by the Department under the Higher
Education Act for between (x) 80% and 100% of the amount of default claims paid
by such Federal Guarantor for a given federal fiscal year for loans disbursed
prior to October 1, 1993, for 78% to 98% of default claims paid for loans
disbursed on or after October 1, 1993 but prior to October 1, 1998 any (y) 75%
to 95% of the amount of default claims paid to by such Federal Guarantor for a
given federal fiscal year for loans disbursed on or after October 1, 1998 and
for 100% of death, disability, bankruptcy, closed school and false certification
claims paid.

"FFELP Loan" shall mean a Student Loan made pursuant to the Higher Education
Act.

"Financed" or "Financing," when used with respect to Student Loans, shall mean
or refer to Student Loans (a) acquired by the Issuer with balances in the
Acquisition Fund or otherwise deposited in or accounted for in the Acquisition
Fund or otherwise constituting a part of the Trust Estate and (b) Student Loans
substituted or exchanged for Financed Student Loans, but does not include
Student Loans released from the lien of the Indenture and sold or transferred,
to the extent permitted by the Indenture.

"Financed Student Loans" shall mean (1) Student Loans that, as of any date of
determination, have been conveyed to the Issuer; (2) any Student Loans that the
principal balance of which is increased by the principal balance of any related
Add-on Consolidation Loan; and (3) any Qualified Substitute Student Loans
conveyed to the Issuer as provided in Section 6 of the Loan Sale and
Contribution Agreement.

"Fiscal Year" shall mean the fiscal year of the Issuer as established from time
to time.

"Fitch" shall mean Fitch Ratings or any successor thereto.

"Grace" shall mean the initial period following reduction by the student
Borrower to less than the minimum course load required by the Higher Education
Act, during which the student Borrower is not required to make payments on the
principal amount of the Borrower Note(s).

"Guarantee" or "Guaranteed" shall mean, with respect to an Student Loan, the
insurance or guarantee by the Guaranty Agency pursuant to such Guaranty Agency's
Guarantee Agreement of the maximum percentage of the principal of and accrued
interest on such Student Loan allowed by the terms of the Higher Education Act
with respect to such Student Loan at the time it was originated and the coverage
of such Student Loan by the federal reimbursement contracts, providing, among
other things, for reimbursement to the Guaranty Agency for payments made by it
on defaulted Student Loans insured or guaranteed by the Guaranty Agency of at
least the minimum reimbursement allowed by the Higher Education Act with respect
to a particular Student Loan.

"Guaranty Agency" shall mean any entity authorized to guarantee student loans
under the Higher Education Act and with which the Indenture Trustee maintains a
Guarantee Agreement.

"Guarantee Agreements" shall mean a guaranty or lender agreement between the
Indenture Trustee and any Guaranty Agency, and any amendments thereto.

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

"Guarantor" shall mean the initial Guarantors and any additional Guarantors.

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

"Highest Priority Obligations" shall mean, (a) at any time when Senior
Obligations are Outstanding, the Senior Obligations, (b) at any time when no
Senior Obligations are Outstanding, the Subordinate Obligations, (c) at any time
when no Senior Obligations or Subordinate Obligations are Outstanding, the
Junior-Subordinate Obligations (and any priorities as between Junior-Subordinate
Obligations as shall be established by Supplemental Indentures) and (d) at any
time when no Senior Obligations, Subordinate Obligations, or Junior-Subordinate
Obligations are Outstanding, the Residual Obligations.

"Indenture" shall mean the Indenture dated as of March 27, 2002, among the
Issuer, the Eligible Lender Trustee and the Indenture Trustee, as amended and
supplemented from time to time.

"Indenture Trust Estate" shall mean 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
property and interests Granted to the Indenture Trustee), including all proceeds
thereof.

"Indenture Trustee" shall mean Bankers Trust Company, a New York banking
association, not in its individual capacity but solely as Indenture Trustee
under the Indenture.

"Independent" shall mean, when used with respect to any specified Person, that
the Person (a) is in fact independent of the Issuer, any other obligor upon the
Notes, the Seller 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 Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

"Insolvency Event" shall mean, 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, and such decree or order
shall remain unstayed and in effect for a period of sixty 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.

"Insurance" or "Insured" or "Insuring" shall mean, with respect to a Student
Loan, the insuring by the Secretary under the Higher Education Act (as evidenced
by a Certificate of Insurance or other document or certification issued under
the provisions of the Higher Education Act) of 100% of the principal of and
accrued interest on such Student Loan.

"Interest Benefit Payment" shall mean an interest payment on Student Loans
received pursuant to the Higher Education Act and an agreement with the federal
government, or any similar payments.

"Interest Subsidy Payments" shall mean payments, designated as such, consisting
of interest subsidies by the Department in respect of the Financed Student Loans
to the Eligible Lender Trustee on behalf of the Trust in accordance with the
Higher Education Act.

"Investment Agreement" shall mean any investment agreement to which the Issuer
has received a Rating Confirmation.

"ISDA Master Agreement" shall mean the ISDA Interest Rate and Currency Exchange
Agreement, copyright 1992, as amended from time to time, and as in effect with
respect to any Derivative Product.

"Issuer" shall mean SLC Student Loan Trust-I, until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained in
the Indenture and required by the TIA, each other obligor on the Notes.

"Issuer Derivative Payment" shall mean a payment required to be made by or on
behalf of the Issuer due to a Counterparty pursuant to a Derivative Product.

"Issuer Order" and "Issuer Request" shall mean 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.

"Junior-Subordinate Notes" shall mean Notes, the principal of and interest on
which is payable on a subordinated basis to the payment of the principal of and
interest on the Senior Notes and the Subordinate Notes; provided, however, that
any series of the Junior-Subordinate Notes need not necessarily be payable on a
parity with all other series of the Junior-Subordinate Notes.

"Junior-Subordinate Obligations" shall mean Junior-Subordinate Notes and any
Derivative Product, the priority of payment of which is equal with that of any
series or subseries of Junior-Subordinate Notes.

"Lien" shall mean 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 Student Loan by operation of law as a result of any act
or omission by the related obligor.

"Loan Sale and Contribution Agreements" shall mean (i) the agreement dated as of
March 27, 2002 among the Seller, the Depositor and the Eligible Lender Trustee;
and (ii) the agreement dated as of March 27, 2002 among the Depositor, the
Eligible Trustee and the Issuer.

"Maturity" when used with respect to any Note, shall mean the date on which the
principal thereof becomes due and payable as therein or herein provided, whether
at its Stated Maturity, by earlier redemption, by declaration of acceleration,
or otherwise.

"Moody's" shall mean Moody's Investors Service, Inc. and its successors and
assigns.

"Note Counsel" shall mean counsel to the Issuer.

"Note Owner" shall mean, 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 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).

"Noteholder" shall mean, with respect to a Note, the Person in whose name a Note
is registered in the Note registration books maintained by the Indenture Trustee
and, with respect to a Derivative Product, the Counterparty thereunder.

"Notes" shall mean, collectively, the Senior Notes, the Subordinate Notes, the
Junior-Subordinate Notes and the Residual Notes.

"Obligations" shall mean Senior Obligations, Subordinate Obligations,
Junior-Subordinate Obligations and Residual Obligations.

"Officers' Certificate" shall mean (i) in the case of the Issuer, a certificate
signed by any two Authorized Officers of the Issuer and delivered to the
Indenture Trustee and (ii) in the case of the Seller, the Servicer or the
Administrator, a certificate signed by any Authorized Officer of the Seller, the
Servicer or the Administrator, as appropriate.

"Operating Fund" shall have the meaning set forth Section 4.05 of the Indenture.

"Opinion of Counsel" shall mean (i) with respect to the Issuer, one or more
written opinions of counsel who may, except as otherwise expressly provided in
the Indenture, be employees of or counsel to the Issuer and who shall be
satisfactory to the Indenture Trustee, and which opinion or opinions shall be
addressed to the Indenture Trustee as Indenture Trustee and shall be in form and
substance satisfactory to the Indenture Trustee and (ii) with respect to the
Seller, the Administrator, the Servicer or a Federal Guarantor, one or more
written opinions of counsel who may be an employee of or counsel to the Seller,
the Administrator, the Servicer or such Federal Guarantor, which counsel shall
be acceptable to the Indenture Trustee, the Eligible Lender Trustee or the
Rating Agencies, as applicable.

"Outstanding Amount" or "Outstanding" shall mean the aggregate principal amount
of all Notes outstanding at the date of determination.

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

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

"Owner Trustee" shall mean the Wilmington Trust Company, not in its individual
capacity, but solely as trustee of the Trust under the Trust Agreement.

"Payment Date" shall mean, for any Note, any interest payment date, its Stated
Maturity or the date of any other regularly scheduled principal payment with
respect thereto.

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

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

"Program" shall mean the Issuer's program for the purchase of Student Loans, as
the same may be modified from time to time.

"Program Expenses" shall mean (a) the fees and expenses of the Indenture Trustee
and the Owner Trustee; (b) the fees and expenses of any auction agent, any
market agent, any calculation agent and any broker-dealer then acting under a
Supplemental Indenture with respect to auction rate Notes; (c) the fees and
expenses of any remarketing agent then acting under a Supplemental Indenture
with respect to variable rate Notes; (d) the fees and expenses due to any credit
provider of any Notes for which a credit facility or liquidity facility is in
place; (e) the fees of the Administrator, the Servicer and/or Custodian under
the administration agreement and any servicing agreement or custodian agreement;
(f) the fees and expenses of the Issuer incurred in connection with the
preparation of legal opinions and other authorized reports or statements
attributable to the Notes and the Financed Student Loans; (g) transfer fees,
purchase premiums, loan origination fees and Consolidation Loan rebate fees on
Financed Student Loans; (h) fees and expenses associated with the delivery of a
substitute credit facility or liquidity facility under a Supplemental Indenture;
(i) fees and expenses associated with (but not payments under) Derivative
Products; (j) the costs of remarketing any variable rate Notes and (k) expenses
incurred for the Issuer's maintenance and operation of its Program as a direct
consequence of the Indenture, the Notes or the Financed Student Loans;
including, but not limited to, taxes, the reasonable fees and expenses of
attorneys, agents, financial advisors, consultants, accountants and other
professionals, attributable to such maintenance and operation, marketing
expenses for the Program and a prorated portion of the rent, personnel
compensation, office supplies and equipment, travel expenses and other lawful
payments made to the Issuer Trustee.

"Qualified Substitute Student Loan" shall mean a Student Loan that (i) was
originated under the same loan program and is guaranteed by a Guarantor and
entitles the holder thereof to receive interest based on the same interest rate
index as the related disqualified Student Loan for which it is to be
substituted, and (ii) will not, at any level of such interest rate index, have
an interest rate that is less than that of such disqualified Student Loan.

"Rating" shall mean one of the rating categories of S&P, Fitch and Moody's or
any other Rating Agency, provided S&P, Fitch and Moody's or any other Rating
Agency, as the case may be, is currently rating the Notes.

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

"Rating Agency Condition" shall mean, with respect to any action, that each
Rating Agency shall have been given prior notice thereof and that each of the
Rating Agencies shall have issued a Rating Confirmation.

"Rating Confirmation" shall mean, as of any date, a letter from each Rating
Agency then providing a Rating for any of the Notes, confirming that the action
proposed to be taken by the Issuer will not, in and of itself, result in a
downgrade of any of the Ratings then applicable to the Notes, or cause any
Rating Agency to suspend or withdraw the Ratings then applicable to the Notes.

"Recoveries of Principal" shall mean all amounts received by the Indenture
Trustee from or on account of any Financed Student Loan as a recovery of the
principal amount thereof, including scheduled, delinquent and advance payments,
payouts or prepayments, proceeds from insurance or from the sale, assignment,
transfer, reallocation or other disposition of a Financed Student Loan and any
payments representing such principal from the guarantee or insurance of any
Financed Student Loan.

"Regulations" shall mean the Regulations promulgated from time to time by the
Secretary or any Guaranty Agency guaranteeing Financed Student Loans.

"Repayment" shall mean the period of time during which a Borrower is required to
make installment payments to repay the aggregate principal amount plus accrued
interest of all amounts borrowed by virtue of the Borrower Note(s) executed by
such Borrower.

"Reserve Fund" shall have the meaning set forth in Section 4.04 of the
Indenture.

"Reserve Fund Requirement" shall mean an amount, if any, required to be on
deposit in the Reserve Fund with respect to any Notes issued pursuant to the
Supplemental Indenture authorizing the issuance of such Notes.

"Residual Notes" shall mean notes, the principal of and interest on which is
payable on a subordinated basis to the payment of the principal of and interest
on the Senior Notes, the Subordinate Notes and the Junior-Subordinate Notes and
any payments required to satisfy the Reserve Fund Requirement.

"Residual Obligations" shall mean Residual Notes and any Derivative Product, the
priority of payment of which is equal with that of Residual Notes.

"Responsible Officer" with respect to the Indenture Trustee, any officer
assigned to the Corporate Trust Office of the Indenture Trustee, including any
managing director, principal, vice president, assistant vice president,
assistant treasurer, assistant secretary, trust officer or any other officer of
the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of the Indenture, 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.

"Revenue" or "Revenues" shall mean all Recoveries of Principal, payments,
proceeds, charges and other income received by the Indenture Trustee or the
Issuer from or on account of any Financed Student Loan (including scheduled,
delinquent and advance payments of and any insurance proceeds with respect to,
interest, including Interest Benefit Payments, on any Financed Student Loan and
any Special Allowance Payment received by the Issuer with respect to any
Financed Student Loan) and all interest earned or gain realized from the
investment of amounts in any Fund or Account and all payments received by the
Issuer pursuant to a Derivative Product.

"Revenue Fund" shall have the meaning set forth in Section 4.03 of the
Indenture.

"S&P" shall mean Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., and its successors and assigns.

"Secretary" shall mean the Secretary of the Department, or any successor to the
functions thereof under the Higher Education Act.

"Securities Act" shall mean the federal Securities Act of 1933, as amended.

"Securities Depository" or "Depository" shall mean The Depository Trust Company
and its successors and assigns or if, (a) the then Securities Depository resigns
from its functions as depository of the Notes or (b) the Issuer discontinues use
of the Securities Depository, any other securities depository which agrees to
follow the procedures required to be followed by a securities depository in
connection with the Notes and which is selected by the Issuer with the consent
of the Indenture Trustee.

"Securities Exchange Act" shall mean the federal Securities Exchange Act of
1934, as amended.

"Seller" shall mean The Student Loan Corporation, in its capacity as seller of
the Financed Student Loans under the Loan Sale and Contribution Agreement
(Seller to Depositor).

"Senior Notes" shall mean all Notes secured on a senior priority to the
Subordinate Obligations and the Junior-Subordinate Obligations.

"Senior Obligations" shall mean Senior Notes and any Derivative Product, the
priority of payment of which is equal with that of Senior Notes.

"Servicer" shall mean The Student Loan Corporation, in its capacity as servicer
of the Financed Student Loans or any permitted successor Servicer, under the
Servicer Agreement.

"Servicer Default" shall mean an event specified as such in the applicable
Servicing Agreement.

"Servicer Report" shall contain the information specified in Exhibit B-1 to the
Servicing Agreement.

"Servicing Agreement" shall mean the servicing agreement with the Servicer
relating to Financed Student Loans, as amended from time to time.

"Servicing Fee" has the meaning specified in the applicable Servicing Agreement.

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

"Stated Maturity" shall mean the date specified in the Notes as the fixed date
on which principal of such Notes is due and payable.

"Student Loan" shall mean an agreement to repay a disbursement of money to or on
behalf of an eligible student, evidenced by a Borrower Note and guaranteed in
accordance with the policies and procedures of a Federal Guarantor; provided,
however, that each Student Loan shall be a FFELP Loan.

"Student Loan Acquisition Certificate" shall mean a certificate signed by an
Authorized Officer of the Issuer in substantially the form attached as Exhibit A
to the Indenture.

"Subaccount" shall mean any of the subaccounts which may be created and
established within any Account or Fund by the Indenture.

"Subordinate Noteholder" shall mean the Noteholder of a Subordinate Note.

"Subordinate Notes" shall mean any Notes secured on a priority subordinate to
the Senior Obligations and on a priority senior to the Junior-Subordinate
Obligations.

"Subordinate Obligations" shall mean Subordinate Notes and any Derivative
Product, the priority of payment of which is equal with that of Subordinate
Notes.

"Subservicer" shall mean any subservicer appointed in accordance with the
Servicing Agreement.

"Subservicing Agreement" shall mean any agreement entered into between the
Servicer and a Subservicer containing the terms under which the Subservicer
shall service, and otherwise act with respect to, all or certain of the Financed
Student Loans.

"Supplemental Indenture" shall mean an agreement supplemental to the Indenture,
executed pursuant to Article VII of the Indenture.

"Swap Agreement" shall mean any interest rate swap agreement, entered into by
the Trust with a Swap Counterparty document according to a 1992 ISDA Master
Agreement (or any subsequent version substantially in the same form as the 1992
version) (Multicurrency-Cross Border) and any replacement Swap Agreement in
accordance with the Basic Documents.

"Swap Counterparty" shall mean any swap counterparty appointed in accordance
with the terms of a Swap Agreement.

"Termination Event" has the meaning specified in each Swap Agreement, if any.

"Termination Payment" has the meaning specified in each Swap Agreement, if any.

"Transfer Date" shall mean the day fixed for the transfer of any Student Loans
by the Depositor to the Issuer pursuant to the Loan Sale and Contribution
Agreement.

"Treasury Regulations" shall mean 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.

"Trust" shall mean SLC Student Loan Trust-I, established pursuant to the Trust
Agreement.

"Trust Accounts" shall have the meaning set forth in Section 2(c) of the
Administration Agreement.

"Trust Account Property" shall mean the Trust Accounts, all amounts 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 Fund and the Revenue Fund and
all proceeds of the foregoing.

"Trust Agreement" shall mean the Trust Agreement dated as of December 20, 2001,
as amended and restated on March 27, 2002, between the Depositor and the Owner
Trustee.

"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" shall mean all right, title and interest of the Trust (or the
Owner Trustee on behalf of the Trust) in and to the property and rights assigned
to the Trust pursuant to Section 2 of the Loan Sale and Contribution 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 Trust
pursuant to the Loan Sale and Contribution Agreement, the Servicing Agreement
and the Administration Agreement.

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

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

"Value" on any calculation date when required under the Indenture shall mean the
value of the Trust Estate calculated by the Issuer as to (a) below and by the
Indenture Trustee as to (b) through (e), inclusive, below, as follows:

      (a)   with respect to any Student Loan, the unpaid principal amount
            thereof, accrued but unpaid interest, Interest Benefit Payments and
            Special Allowance Payments;

      (b)   with respect to any funds of the Issuer held under the Indenture and
            on deposit in any commercial bank or as to any banker's acceptance
            or repurchase agreement or investment contract, the amount thereof
            plus accrued but unpaid interest;

      (c)   with respect to any Eligible Investments of an investment company,
            the bid price of the shares as reported by the investment company
            plus accrued but unpaid interest;

      (d)   as to investments the bid and asked prices of which are published on
            a regular basis in The Wall Street Journal (or, if not there, then
            in The New York Times): the average of the bid and asked prices for
            such investments so published on or most recently prior to such time
            of determination; and

      (e)   as to  investments  the bid and  asked  prices  of  which  are not
            published  on a regular  basis in The Wall Street  Journal or The
            New York  Times:  (i) the  lower of the bid prices at such time of
            determination   for  such   investments   by  any  two  nationally
            recognized  government  securities dealers (selected by the Issuer
            in its  absolute  discretion)  at the time making a market in such
            investments  or  (ii) the  bid  price  published  by a  nationally
            recognized pricing service.

"91-Day Treasury Bills" means direct obligations of the United States with a
maturity of thirteen weeks.