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

liquidator for itself or all or a substantial part of its assets, or takes or omits to take any action in
order thereby to affect the foregoing; or
(d) PHEAA fails to transmit to the indenture trustee any funds collected by PHEAA
on the trust student loans within five business days following the day the funds were required to
be transmitted under the servicing agreement.
In the event of a default listed in (a) or (b) above, PHEAA will have the right to cure the
breach or error to the trust’s full satisfaction, within one hundred twenty (120) days of written
notice from the trust. In the event PHEAA is unable to cure the breach within the cure period,
PHEAA may be terminated at the time that a successor servicer for the trust student loans is
appointed.
Termination by PHEAA. The servicing agreement may be terminated at the option of
PHEAA upon the occurrence of any of the following:
(a) The trust fails to perform or observe any of the material provisions or covenants
of the servicing agreement, which affect PHEAA’s ability to perform;
(b) The trust discontinues business, generally does not pay its debts as the debts
become due, makes a general assignment for the benefit of creditors, admits by answer, default
or otherwise the material allegations of petitions filed against it in any bankruptcy,
reorganization, insolvency or other proceedings relating to relief of debtors, suffers or permits to
continue unstayed and in effect for thirty (30) consecutive days, any judgment, which approves a
petition seeking reorganization or appoints a receiver, custodian, trustee, interim trustee or
liquidator for itself or all or a substantial part of its assets, or takes or omits any action in order
thereby to affect the foregoing; or
(c) The trust fails to cure a default relating to the payment of PHEAA’s invoices
under the servicing agreement within thirty (30) days of PHEAA’s notification to the trust of the
default.
In the event of a default listed in (a) or (b) above, the trust will have the right to cure the
breach or error to PHEAA’s full satisfaction within one hundred and twenty (120) days of
written notice from PHEAA. In the event the trust is unable to cure the breach within the
provided cure period, PHEAA may terminate the servicing agreement.
Resignation. The servicing agreement provides that PHEAA may not resign from its
obligations and duties as the servicer thereunder, except upon determination that PHEAA’s
performance of its duties is no longer permissible under applicable law. No resignation will
become effective until a successor has assumed PHEAA’s servicing obligations and duties under
the servicing agreement.
The Administration Agreement
First Marblehead Data Services, Inc., in its capacity as administrator, will enter into an
administration agreement with each trust. The administrator will receive an administration fee
specified in the related prospectus supplement. It may also receive reimbursement for expenses
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