EXHIBIT 4.2
FORM OF
SHORT-FORM TRUST AGREEMENT
SHORT-FORM TRUST AGREEMENT, dated as of ______, 200_, between SLC
STUDENT LOAN RECEIVABLES I, INC., a Delaware corporation, as depositor (the
"Depositor"), and ______________, a Delaware __________, as owner trustee (the
"Owner Trustee"). The Depositor and the Owner Trustee hereby agree as follows:
1. Creation of Trust.
(a) The trust created hereby shall be known as "SLC Student Loan Trust
200_-_." The purpose of the Trust is to issue notes and to acquire certain
student loans from the Depositor with the proceeds thereof and to enter into
certain contracts in connection therewith.
(b) The Depositor hereby assigns, transfers, conveys and sets over to the
Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Owner Trustee hereby declares that it will hold the
trust estate in trust for the Depositor. It is the intention of the 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 Owner 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 Owner 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 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 each case on behalf of the Trust, the Registration
Statement on Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to the 1933 Act Registration
Statement, relating to the registration under the Securities Act of 1933, as
amended, of the Trust Securities; (ii) to file and execute on behalf of the
Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Trust Securities under the securities or blue sky laws
of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable 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).
2. Concerning the Owner Trustee.
(a) Except as otherwise expressly required by Section 1 of this Trust
Agreement, the Owner Trustee shall not have any duty or liability with respect
to the administration of the Trust, the investment of the Trust's property or
the payment of dividends or other distributions of income or principal to the
Trust's beneficiaries, and no implied obligations shall be inferred from this
Trust Agreement on the part of the Owner Trustee. The Owner Trustee shall not be
liable for the acts or omissions of the Depositor nor shall the Owner Trustee be
liable for any act or omission by it in good faith in accordance with the
directions of the Depositor.
(b) The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to the same but only upon the terms of
this Trust Agreement. The Owner Trustee shall not be personally liable under any
circumstances, except for its own willful misconduct or gross negligence. In
particular, but not by way of limitation:
(i) The Owner Trustee shall not be personally liable for any error
of judgment made in good faith by an officer or employee of the Owner
Trustee;
(ii) No provision of this Trust Agreement shall require the Owner
Trustee to expend or risk its personal funds or otherwise incur any
financial liability in the performance of its rights or duties hereunder,
if the Owner Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Owner Trustee be personally
liable for any representation, warranty, covenant or indebtedness of the
Trust;
(iv) The Owner Trustee shall not be personally responsible for or in
respect of the genuineness, form or value of the Trust property, the
validity or sufficiency of this Trust Agreement or for the due execution
hereof by the Depositor;
(v) In the event that the Owner Trustee is unsure of the course of
action to be taken by it hereunder, the Owner Trustee may request
instructions from the Depositor and to the extent the Owner Trustee
follows such instructions in good faith it shall not be liable to any
person. In the event that no instructions are provided within the time
requested by the Owner Trustee, it shall have no duty or liability for its
failure to take any action or for any action it takes in good faith;
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(vi) All funds deposited with the Owner Trustee hereunder may be
held in a non-interest bearing trust account and the Owner Trustee shall
not be liable for any interest thereon or for any loss as a result of the
investment thereof at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Owner Trustee has
duties and liabilities relating thereto to the Depositor or the Trust, the
Depositor agrees that such duties and liabilities are replaced by the
terms of this Trust Agreement.
(c) The Owner Trustee shall incur no liability to anyone in acting upon
any document believed by it to be genuine and believed by it to be signed by the
proper party or parties. The Owner Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by the
Depositor, as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Owner
Trustee (i) may act directly or, at the expense of the Trust, through agents or
attorneys, and the Owner Trustee shall not be liable for the default or
misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Owner Trustee in good faith, and (ii) may, at the expense
of the Trust, consult with counsel, accountants and other experts, and it shall
not be liable for anything done, suffered or omitted in good faith by it in
accordance with the advice or opinion of any such counsel, accountants or other
experts.
(e) Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be required to take any action in any jurisdiction other than
the State of Delaware if the taking of such action will (i) require the consent
or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of Delaware, (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivision thereof in existence
becoming payable by the Owner Trustee, or (iii) subject the Owner Trustee to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation of the
transactions by the Owner Trustee contemplated hereby.
(f) Except as expressly provided in this Section 2, in accepting and
performing the trusts hereby created, the Owner Trustee acts solely as trustee
hereunder and not in its individual capacity, and all persons having any claim
against the Owner Trustee by reason of the transactions contemplated by this
Trust Agreement shall look only to the Trust's property for payment or
satisfaction thereof.
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3. Compensation and Indemnification.
(a) The Depositor hereby agrees to (i) compensate the Owner Trustee in
accordance with a separate fee agreement with the Owner Trustee, (ii) reimburse
the Owner Trustee for all reasonable expenses (including reasonable fees and
expenses of counsel and other experts) and (iii) indemnify, defend and hold
harmless the Owner Trustee and any of the officers, directors, employees and
agents of the Owner Trustee (the "Indemnified Persons") from and against any and
all losses, damages, liabilities, claims, actions, suits, costs, expenses,
disbursements (including the reasonable fees and expenses of counsel), taxes and
penalties of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted at any
time against such Indemnified Persons with respect to the performance of this
Trust Agreement, the creation, operation or termination of the Trust or the
transactions contemplated hereby; provided, however, that the Depositor shall
not be required to indemnify any Indemnified Person for any Expenses which are a
result of the willful misconduct, bad faith or gross negligence of such
Indemnified Person.
(b) To the fullest extent permitted by law, Expenses to be incurred by an
Indemnified Person shall, from time to time, be advanced by, or on behalf of,
the Depositor prior to the final disposition of any matter upon receipt by the
Depositor of an undertaking by, or on behalf of, such Indemnified Person to
repay such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified under this Agreement.
(c) As security for any amounts owing to the Owner Trustee hereunder, the
Owner Trustee shall have a lien against the Trust property, which lien shall be
prior to the rights of the Depositor or any other beneficial owner of the Trust.
The obligations of the Depositor under this Section 3 shall survive the
termination of this Trust Agreement.
4. The Owner Trustee may resign upon thirty days prior notice to the
Depositor. If no successor has been appointed within such thirty day period, the
Owner Trustee may, at the expense of the Trust, petition a court to appoint a
successor trustee. Any Person into which the Owner Trustee may be merged or with
which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Owner Trustee shall be a party, or any Person which
succeeds to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor Owner Trustee under this Trust Agreement
without the execution, delivery or filing of any paper or instrument or further
act to be done on the part of the parties hereto, except as may be required by
applicable law.
5. This Trust Agreement represents the entire agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings between the parties, whether written or
oral.
6. This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws. Sections 3540 and 3561 of
Title 12 of the Delaware Code shall not apply to the Trust.
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7. This Trust Agreement may be executed in two or more counterparts, each
of which shall be an original, but all such counterparts shall together
constitute one and the same agreement.
8. This Trust Agreement may be amended and restated by the parties hereto
as necessary to provide for the operation of the Trust; provided, however, that
the Owner Trustee shall not be required to enter into any amendment hereto which
adversely affects the rights, duties or immunities of the Owner Trustee.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
------------------------------------,
as Owner Trustee
By:------------------------------------
Name:
Title:
SLC STUDENT LOAN RECEIVABLES I, INC.,
as Depositor
By:------------------------------------
Name:
Title:
