Common use of Creation of Trust Clause in Contracts

Creation of Trust. Delivery and Custody of Bonds; Execution and Delivery of Certificates in Respect Thereof. The Trust shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds pursuant thereto. The sole asset of the Trust shall be the Bonds deposited by the Depositor and any other related property specified in the Series Trust Agreement. The Certificates shall evidence fractional interests in designated portions of the assets of the Trust. The income received by, and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds to the Trustee and, concurrently therewith, the Trustee shall, in accordance with the provisions of this Agreement, execute and deliver to the Depositor, or such Person or Persons as the Depositor may designate by written instruction, the classes of Certificates identified in the Series Trust Agreement, evidencing the aggregate amount, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the Bonds, and shall hold the Bonds as provided hereunder. The Bonds shall be deposited by Book-Entry Credit in an account maintained on behalf of the Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee shall hold the Bonds (i) in a special trust account created by separate recordation on its books, separate from all other assets of the Trustee, or (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds delivered to it pursuant to this Agreement in trust for the Holders, identified and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates which are not held by book-entry credit at an account maintained on behalf of the Trustee at DTC shall be held by the Trustee at its Designated Office in New York City or at such other place or places as the Trustee shall determine.

Creation of Trust. Delivery and Custody of BondsUnderlying Securities; Execution and Delivery of Certificates in Respect Thereof----------------------------------------------------------------- Execution. --------- The Trust shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds Underlying Securities pursuant thereto. The sole asset of the Trust shall be the Bonds Underlying Securities deposited by the Depositor and any other related property specified in the Series Trust Agreement. The Certificates shall evidence fractional interests in designated portions of the assets of the Trust. The income received by, and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds Underlying Securities to the Trustee and, concurrently therewith, the Trustee shall, in accordance with the provisions of this Agreement, execute and deliver to the Depositor, or such Person or Persons as the Depositor may designate by written instruction, the classes of Certificates identified in the Series Trust Agreement, evidencing the aggregate amount, in Authorized Denominations, of the Bonds Underlying Securities so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds Underlying Securities so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the BondsUnderlying Securities, and shall hold the Bonds Underlying Securities as provided hereunder. The Bonds Underlying Securities shall be deposited by Book-Entry Credit in an account maintained on behalf of the Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee shall hold the Bonds Underlying Securities (i) in a special trust account created by separate recordation on its books, separate from all other assets of the Trustee, or (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds Underlying Securities delivered to it pursuant to this Agreement in trust for the Holders, identified and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds Underlying Securities are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds Underlying Securities or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds Underlying Securities and that it holds the Bonds Underlying Securities solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments on the Underlying Securities held in the trust account will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Trustee, the Depositor or any Person claiming through either of them. The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds Underlying Securities to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds Underlying Securities shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the BondsUnderlying Securities, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates Underlying certificates which are not held by book-entry credit at an account maintained on behalf of the Trustee at DTC shall be held by the Trustee at its Designated Office in New York City or at such other place or places as the Trustee shall determine.

Creation of Trust. Delivery 2.1 The Company hereby adopts and Custody of Bonds; Execution assumes the Prior Trust and Delivery of Certificates in Respect Thereof. The Trust shall be established agrees to continue such trust as amended by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds pursuant thereto. The sole asset of the Trust shall be the Bonds deposited by the Depositor and any other related property specified in the Series Trust this Agreement. The Certificates shall evidence fractional interests in designated portions of the assets Trustee hereby agrees to continue as Trustee of the Trust. The income received by, and the assets of, the Trust shall consist of two accounts, established by the Trustee, for purposes of accounting for funds delivered to the Trustee by the Company. One such account shall be distributed solely known as the "Trustee Expense Account," and shall be used exclusively to pay the fees, expenses and indemnities due or incurred by the Trustee in accordance with the terms of this Agreement. The Depositor shall, other such account shall be known as the "Benefit Account," which is to be funded by book-entry credit or otherwise, irrevocably deliver the Bonds to the Trustee and, concurrently therewith, the Trustee shall, Company in accordance with the provisions of this Agreement, execute and deliver to the Depositor, or such Person or Persons as the Depositor may designate by written instruction, the classes of Certificates identified in the Series Trust Agreement, evidencing the aggregate amount, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the BondsArticle 4, and shall hold be used to make payments under the Bonds as provided hereunderTransferred Plans. The Bonds shall be deposited by Book-Entry Credit in an account maintained on behalf of Unless the Company directs otherwise, a separate Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee shall hold the Bonds (i) in a special trust account created by separate recordation on its books, separate from all other assets of the Trustee, or (ii) in some other manner. Separate subaccounts of any such special trust account Expense Account and Benefit Account shall be established for each series of CertificatesAffiliate. The Trustee Benefit Account shall hold all be divided into (i) separate sub-accounts for each Participant and beneficiary (the Bonds delivered "Sub-Accounts") and (ii) a suspense account (the "Suspense Account"). The Sub-Accounts established hereunder are intended to it pursuant to this Agreement in trust for comply with the Holders, identified and held separate and apart from the general assets accounts requirement of Section 404(a)(5) of the TrusteeInternal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments The representations and covenants contained Funds in the Officer's Certificate of Benefit Account will be allocated to the Trustee delivered in connection with the issuance of the Certificates shall be deemed Suspense Account when they are not, or cannot be, credited to be incorporated by reference hereinany Sub-Account, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, in its discretion, determines. The Trustee, in its discretion, may at any time allocate or reallocate any funds held in the Depositor shall furnish Benefit Account among any or all of the Trustee with written instructions as to Sub-Accounts and the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, Suspense Account to the extent required by consistent with Section 404 (a) (5) of the terms of such class of CertificatesCode. Bonds underlying Certificates which are not held by book-entry credit at an account maintained on behalf The Trustee, for investment purposes only, may commingle all Trust assets and treat them as a single fund, but the records of the Trustee at DTC all times shall show the percentages or assets of this Trust allocable to the Trustee Expense Account and the Benefit Account, including the percentages or assets allocable to the Sub-Accounts and Suspense Account. 2.2 The Company and the Trustee agree that this Trust created herein shall be held revocable by the Trustee Company at any time prior to or subsequent to a Threatened Change in Control Period and prior to a Change in Control. This Trust shall not be revocable by the Company during a Threatened Change in Control Period or after the occurrence of a Change in Control. None of the assets and/or income of this Trust shall be subject to any claims by creditors of the Company or any of its Designated Office in New York City or at such other place or places Affiliates. This Trust is not intended to be nor should it be construed as a grantor trust within the Trustee shall determinemeaning of Section 671 of the Code.

Creation of Trust. Delivery and Custody of BondsUnderlying Securities; Execution and Delivery of Certificates in Respect Thereof----------------------------------------------------------------- Execution. --------- The Trust shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds Underlying Securities pursuant thereto. The sole asset of the Trust shall be the Bonds Underlying Securities deposited by the Depositor and any other related property specified in the Series Trust Agreement. The Certificates shall evidence fractional interests in designated portions of the assets of the Trust. The income received by, and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds Underlying Securities to the Trustee and, concurrently therewith, the Trustee shall, in accordance with the provisions of this Agreement, execute and deliver to the Depositor, or such Person or Persons as the Depositor may designate by written instruction, the classes of Certificates identified in the Series Trust Agreement, evidencing the aggregate amount, in Authorized Denominations, of the Bonds Underlying Securities so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds Underlying Securities so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the BondsUnderlying Securities, and shall hold the Bonds Underlying Securities as provided hereunder. The Bonds Underlying Securities shall be deposited by Book-Entry Credit in an account maintained on behalf of the Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee shall hold the Bonds Underlying Securities (i) in a special trust account created by separate recordation on its books, separate from all other assets of the Trustee, or (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds Underlying Securities delivered to it pursuant to this Agreement in trust for the Holders, identified and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds Underlying Securities are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds Underlying Securities or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds Underlying Securities and that it holds the Bonds Underlying Securities solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments on the Underlying Securities held in the trust account will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Trustee, the Depositor or any Person claiming through either of them. The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds Underlying Securities to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds Underlying Securities shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the BondsUnderlying Securities, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds Underlying Securities underlying Certificates which are not held by book-book- entry credit at an account maintained on behalf of the Trustee at DTC shall be held by the Trustee at its Designated Office in New York City or at such other place or places as the Trustee shall determine.

Creation of Trust. Delivery and Custody of Bonds; Execution and Delivery of Certificates in Respect Thereof(a) The trust created hereby shall be known as “SLC Student Loan Trust 20__-__”. The Trust shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds pursuant thereto. The sole asset purpose of the Trust shall be the Bonds deposited by is to issue notes and to acquire certain student loans from the Depositor with the proceeds thereof and any other related property specified to enter into certain contracts in connection therewith. (b) The Depositor hereby assigns, transfers, conveys and sets over to the Series Trust AgreementOwner Trustee the sum of $1. The Certificates Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall evidence fractional interests constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in designated portions trust for the Depositor. It is the intention of the assets parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. 3801 et seq. and that this Trust Agreement constitute the governing instrument of the Trust. The income received by, Owner Trustee is hereby authorized and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds directed to the Trustee and, concurrently therewith, the Trustee shall, in accordance execute and file a certificate of trust with the provisions Delaware Secretary of this Agreement, execute State in the form attached hereto. (c) The Owner Trustee is authorized and deliver directed to the Depositor, or enter into such Person or Persons documents and take such other action as the Depositor may designate by specifically directs in written instructioninstructions delivered to the Owner Trustee; provided, however, the classes of Certificates identified Owner Trustee shall not be required to take any action if the Owner Trustee shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Series Owner Trustee is a party. (d) The Depositor and the Owner Trustee will enter into an Amended and Restated Trust Agreement, evidencing satisfactory to each such party and substantially in the aggregate amountform included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust’s securities referred to therein (collectively, the “Trust Securities”). (e) The Depositor and the Owner Trustee hereby authorize and direct the Depositor and The Student Loan Corporation, as the agents of the Trust, each with the power (i) to file with the Securities and Exchange Commission (the “Commission”) and execute, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the Bonds, and shall hold the Bonds as provided hereunder. The Bonds shall be deposited by Book-Entry Credit in an account maintained each case on behalf of the Trustee at DTCTrust, unless the Series Trust Agreement specifies that Registration Statement on Form S-3 (the Trustee shall hold “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the Bonds 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended (i) in a special trust account created by separate recordation on its booksthe “1933 Act”), separate from all other assets of the Trustee, or Trust Securities; (ii) in some other manner. Separate subaccounts of any such special trust account shall to prepare an offering memorandum with respect to Trust Securities to be established for each series of Certificates. The Trustee shall hold all the Bonds delivered to it issued pursuant to this Agreement in trust for Rule 144A under the Holders, identified 1933 Act; (iii) to file and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates which are not held by book-entry credit at an account maintained execute on behalf of the Trustee at DTC Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be held by necessary or desirable to register or market the Trustee at its Designated Office in New York City Trust Securities under the securities or at blue sky laws of such other place or places jurisdictions as the Trustee shall determineDepositor, on behalf of the Trust, may deem necessary or desirable and (iv) to execute on behalf of the Trust one or more underwriting agreements relating to the Trust Securities, among the Trust and the underwriter named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement or otherwise approved by either the Depositor or The Student Loan Corporation (for the avoidance of debt, either the Depositor or The Student Loan Corporation may execute on behalf of the Trust such underwriting agreement).

Creation of Trust. Delivery and Custody of Bonds; Execution and Delivery of Certificates in Respect Thereof. The Trust shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds pursuant thereto. The sole asset of the Trust shall be the Bonds deposited by the Depositor and any other related property specified in the Series Trust Agreement. The Certificates shall evidence fractional interests in designated portions of the assets of the Trust. The income received by, and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds to the Trustee and, concurrently therewith, the Trustee shall, in accordance with the provisions of this Agreement, execute and deliver to the Depositor, or such Person person or Persons persons as the Depositor may designate by written instruction, the classes of Certificates identified in the Series Trust Agreement, evidencing the aggregate amount, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the Bonds, and shall hold the Bonds as provided hereunder. The Bonds shall be deposited by Book-Entry Credit in an account maintained on behalf of the Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee shall hold the Bonds (i) in a special trust account created by separate recordation on its books, separate from all other assets of the Trustee, or (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds delivered to it pursuant to this Agreement in trust for the Holders, identified and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates which are not held by book-entry credit at an account maintained on behalf of the Trustee at DTC shall be held by the Trustee at its Designated Office in New York City or at such other place or places as the Trustee shall determine.

Creation of Trust. Delivery and Custody of Bonds; Execution and Delivery of Certificates in Respect Thereof. (a) The Trust trust created hereby shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds pursuant thereto. known as "SLC Student Loan Trust-I." The sole asset purpose of the Trust shall be the Bonds deposited by is to issue notes and to acquire certain student loans from the Depositor with the proceeds thereof and any other related property specified to enter into certain contracts in connection therewith. (b) The Depositor hereby assigns, transfers, conveys and sets over to the Series Trust AgreementOwner Trustee the sum of $1. The Certificates Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall evidence fractional interests constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in designated portions trust for the Depositor. It is the intention of the assets parties hereto that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. 3801 et seq. and that this Trust Agreement constitute the governing instrument of the Trust. The income received byOwner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attached hereto. (c) The Owner Trustee is authorized and directed to enter into such documents and take such other action as the Depositor specifically directs in written instructions delivered to the Owner Trustee; provided, however, the Owner Trustee shall not be required to take any action if the Owner Trustee shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Owner Trustee is a party. (d) The Depositor and the assets ofOwner Trustee will enter into an amended and restated Trust Agreement, satisfactory to each such party and substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust's securities referred to therein (collectively, the "Trust shall be distributed solely in accordance with this Agreement. Securities"). (e) The Depositor shall, by book-entry credit or otherwise, irrevocably deliver and the Bonds to the Owner Trustee and, concurrently therewith, the Trustee shall, in accordance with the provisions of this Agreement, execute hereby authorize and deliver to direct the Depositor, or such Person or Persons as the Depositor may designate by written instructionagent of the Trust, (i) to file with the classes of Certificates identified in Securities and Exchange Commission (the Series Trust Agreement, evidencing the aggregate amount"Commission") and execute, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the Bonds, and shall hold the Bonds as provided hereunder. The Bonds shall be deposited by Book-Entry Credit in an account maintained each case on behalf of the Trustee at DTCTrust, unless the Series Trust Agreement specifies that Registration Statement on Form S-3 (the Trustee shall hold "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to the Bonds (i) in a special trust account created by separate recordation on its books1933 Act Registration Statement, separate from all other assets relating to the registration under the Securities Act of 1933, as amended, of the Trustee, or Trust Securities; (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds delivered to it pursuant to this Agreement in trust for the Holders, identified file and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates which are not held by book-entry credit at an account maintained execute on behalf of the Trustee at DTC Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be held by necessary or desirable to register the Trustee at its Designated Office in New York City Trust Securities under the securities or at blue sky laws of such other place or places jurisdictions as the Trustee shall determineDepositor, on behalf of the Trust, may deem necessary or desirable and (iii) to execute on behalf of the Trust one or more underwriting agreements relating to the Trust Securities, among the Trust, the Depositor and the underwriter named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement.

Creation of Trust. Delivery and Custody of Bonds; Execution and Delivery of Certificates in Respect Thereof. The Trust shall be established by the Depositor by execution and delivery of the Series Trust Agreement and the deposit of the Bonds pursuant thereto. The sole asset of the Trust shall be the Bonds deposited by the Depositor and any other related property specified in the Series Trust Agreement. The Certificates shall evidence fractional interests in designated portions of the assets of the Trust. The income received by, and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds to the Trustee and, concurrently therewith, the Trustee shall, in accordance with the provisions of this Agreement, execute and deliver to the Depositor, or such Person or Persons as the Depositor may designate by written instruction, the classes of Certificates identified in the Series Trust Agreement, evidencing the aggregate amount, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the Bonds, and shall hold the Bonds as provided hereunder. The Bonds shall be deposited by Book-Entry Credit in an account maintained on behalf of the Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee shall hold the Bonds (i) in a special trust account created by separate recordation on its books, separate from all other assets of the Trustee, or (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds delivered to it pursuant to this Agreement in trust for the Holders, identified and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments on the Bonds held in the trust account will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Trustee, the Depositor or any Person claiming through either of them. The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates which are not held by book-entry credit at an account maintained on behalf of the Trustee at DTC shall be held by the Trustee at its Designated Office in New York City or at such other place or places as the Trustee shall determine.

Creation of Trust. Delivery and Custody of Bonds; Execution and Delivery of Certificates in Respect Thereof. (a) The Trust trust created hereby shall be established by the Depositor by execution and delivery of the Series known as "SLC Student Loan Trust Agreement and the deposit of the Bonds pursuant thereto. 200_-_." The sole asset purpose of the Trust shall be the Bonds deposited by is to issue notes and to acquire certain student loans from the Depositor with the proceeds thereof and any other related property specified to enter into certain contracts in connection therewith. (b) The Depositor hereby assigns, transfers, conveys and sets over to the Series Trust AgreementOwner Trustee the sum of $1. The Certificates Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall evidence fractional interests constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in designated portions trust for the Depositor. It is the intention of the assets parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. 3801 et seq. and that this Trust Agreement constitute the governing instrument of the Trust. The income received by, Owner Trustee is hereby authorized and the assets of, the Trust shall be distributed solely in accordance with this Agreement. The Depositor shall, by book-entry credit or otherwise, irrevocably deliver the Bonds directed to the Trustee and, concurrently therewith, the Trustee shall, in accordance execute and file a certificate of trust with the provisions Delaware Secretary of this Agreement, execute State in the form attached hereto. (c) The Owner Trustee is authorized and deliver directed to the Depositor, or enter into such Person or Persons documents and take such other action as the Depositor may designate by specifically directs in written instructioninstructions delivered to the Owner Trustee; provided, however, the classes of Certificates identified Owner Trustee shall not be required to take any action if the Owner Trustee shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Series Owner Trustee is a party. (d) The Depositor and the Owner Trustee will enter into an Amended and Restated Trust Agreement, evidencing satisfactory to each such party and substantially in the aggregate amountform included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust's securities referred to therein (collectively, the "Trust Securities"). (e) The Depositor and the Owner Trustee hereby authorize and direct the Depositor and The Student Loan Corporation, as the agents of the Trust, each with the power (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in Authorized Denominations, of the Bonds so delivered to the Trustee. The Depositor shall also, in connection with the Series Trust Agreement, enter into a separate agreement with the Trustee, satisfactory to the Trustee, providing for the payment of the charges and expenses of the Trustee in respect of such Certificates. The Trustee shall accept the Bonds so delivered as trustee for the Holders of the Certificates, which shall be delivered hereunder to evidence the interests of the Holders in the Bonds, and shall hold the Bonds as provided hereunder. The Bonds shall be deposited by Book-Entry Credit in an account maintained each case on behalf of the Trustee at DTCTrust, unless the Series Trust Agreement specifies that Registration Statement on Form S-3 (the Trustee shall hold "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to the Bonds (i) in a special trust account created by separate recordation on its books1933 Act Registration Statement, separate from all other assets relating to the registration under the Securities Act of 1933, as amended, of the Trustee, or Trust Securities; (ii) in some other manner. Separate subaccounts of any such special trust account shall be established for each series of Certificates. The Trustee shall hold all the Bonds delivered to it pursuant to this Agreement in trust for the Holders, identified file and held separate and apart from the general assets of the Trustee. The account of the Trustee in which the Bonds are held shall not contain any property of the Trustee in its individual capacity and shall contain only property held by the Trustee as fiduciary. The Trustee agrees that it does not have the authority to assign, transfer, encumber, pledge, sell, set-off or otherwise dispose of any of the Bonds or any interests therein except as provided hereunder or as required by law. The Trustee acknowledges that it is not the beneficial owner of the Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to this Agreement. Interest and principal payments The representations and covenants contained in the Officer's Certificate of the Trustee delivered in connection with the issuance of the Certificates shall be deemed to be incorporated by reference herein, as fully as if set forth in full herein. A reasonable time prior to the delivery of Bonds to the Trustee, the Depositor shall furnish the Trustee with written instructions as to the name in which the Certificates evidencing interests in such Bonds shall initially be registered, the denominations in which such Certificates shall initially be delivered, the Persons and addresses to whom such Certificates are to be delivered and such other information as may be requested by the Trustee in connection with the execution and delivery of such Certificates. Each class of Certificates shall evidence the ownership by the Holders thereof of Interest, Principal, or Callable Principal (or portions thereof), as the case may be, on the Bonds, less any Retained Amount, to the extent required by the terms of such class of Certificates. Bonds underlying Certificates which are not held by book-entry credit at an account maintained execute on behalf of the Trustee at DTC Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be held by necessary or desirable to register the Trustee at its Designated Office in New York City Trust Securities under the securities or at blue sky laws of such other place or places jurisdictions as the Trustee shall determineDepositor, on behalf of the Trust, may deem necessary or desirable and (iii) to execute on behalf of the Trust one or more underwriting agreements relating to the Trust Securities, among the Trust and the underwriter named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement (for the avoidance of debt, either the Depositor or The Student Loan Corporation may execute on behalf of the Trust such underwriting agreement).