LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

A trust may also have among its assets
various agreements with counterparties
providing for interest rate swaps, caps and
similar financial contracts. These
agreements will be described in the related
prospectus supplement.
COLLECTION ACCOUNT
For each trust, the administrator will
establish and maintain accounts to hold all
payments made on the trust student loans.
We refer to these accounts as the collection
account. The prospectus supplement will
describe the permitted uses of funds in the
collection account and the conditions for
their application.
PRE-FUNDING ACCOUNT
A prospectus supplement may indicate that a
portion of the net proceeds of the sale of the
notes may be kept in a pre-funding account
for a period of time and used to purchase
additional student loans. The prospectus
supplement will describe the permitted uses
of any funds in the pre-funding account and
the conditions to their application.
RESERVE ACCOUNT
Subordination of one or more classes of
notes;
Reserve accounts;
Overcollateralization;
Letters of credit, or credit or liquidity
facilities;
Financial insurance;
Surety bonds;
Guaranteed investment contracts;
Swaps, including interest rate and
currency swaps and cap agreements;
Interest rate protection agreements;
Repurchase obligations;
Yield protection agreements;
Any combination of the foregoing; or
Other support, cash deposit, derivative
or other arrangements described in the
related prospectus supplement.
For each trust there may be one or more
reserve accounts. On the applicable closing
date, we will make a deposit into the reserve
account, as specified in the prospectus
supplement. The initial deposit into the
reserve account may also be supplemented
from time to time by additional deposits.
The prospectus supplement will describe the
required amount of each reserve account.
CREDIT AND CASH FLOW OR
OTHER ENHANCEMENT OR
DERIVATIVE ARRANGEMENTS
Credit or cash flow enhancement for any
series of notes may include one or more of
the following:
If any credit or cash flow enhancement
applies to a trust or any of the notes issued
by that trust, the related prospectus
supplement will describe the specific
enhancement as well as the conditions for
their application. A credit or cash flow
enhancement may have limitations and
exclusions from coverage. If applicable, the
related prospectus supplement will describe
these limitations or exclusions.
STUDENT LOAN PURCHASE
AGREEMENTS
For each trust, we will acquire the related
student loans under a student loan purchase
agreement. We will assign our rights under
3