TRUST AGREEMENT, dated as of December 20, 2001, between SLC STUDENT
LOAN RECEIVABLES I, INC., a Delaware corporation, as depositor (the
"Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, 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-I." 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 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
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, as the agent of the Trust, (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, the Depositor and the underwriter named
therein, substantially in the form included as an exhibit to the 1933 Act
Registration Statement.
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;
(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
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(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,
neither Wilmington Trust Company nor the Owner Trustee shall 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 Wilmington Trust
Company, or (iii) subject Wilmington Trust Company 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 Wilmington Trust
Company or the Owner Trustee, as the case may be, 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.
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
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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.
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.
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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.
WILMINGTON TRUST COMPANY,
as Owner Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SLC STUDENT LOAN RECEIVABLES I, INC.,
as Depositor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer and
Secretary
