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

However, the amount of principal required to be distributed to noteholders under the
indenture on any distribution date will generally be limited to amounts available after payment of
all prior obligations of the trust. The failure to pay principal on a class of notes generally will
not result in the occurrence of an event of default until the final maturity date for the class of
notes.
If an event of default should occur and be continuing with respect to the notes, the
indenture trustee at the direction of the senior noteholders (until the senior notes have been paid
in full, and then the subordinate noteholders) representing a majority of the outstanding amount
of the applicable classes of notes may declare the principal of all the notes to be immediately due
and payable. This declaration may be rescinded at the direction of the senior noteholders (until
the senior notes have been paid in full, and then the subordinate noteholders) representing a
majority of the outstanding amount of the applicable classes of notes if the trust has paid or
deposited with the indenture trustee a sum equal to all amounts then due with respect to the notes
(without giving effect to this acceleration) and all events of default, other than the nonpayment of
the principal of the notes that has become due solely by this acceleration, have been cured or,
under the circumstances described below, waived. If provided in the related prospectus
supplement that none of the notes sold will be senior notes, the prospectus supplement will
describe the noteholders or other persons who will give direction to the indenture trustee in the
event of a default. If the notes have the benefit of financial insurance, the insurer will usually be
specified as the “interested party” to give direction to the indenture trustee.
After the occurrence of an event of default or following acceleration of the notes due to a
default for three business days or more in the payment of interest on any note after the interest
becomes due and payable or a default in the payment of principal, no interest or principal will be
paid to the subordinate noteholders until all senior notes have been paid in full.
Upon an event of default under the indenture, the senior noteholders (until the senior
notes have been paid in full, and then the subordinate noteholders) representing a majority of the
outstanding amount of the applicable classes of notes will have the right to exercise remedies on
behalf of all the noteholders.
If an event of default shall have occurred and be continuing, the indenture trustee may, or
shall at the direction of the senior noteholders (until the senior notes have been paid in full, and
then the subordinate noteholders) representing a majority of the outstanding amount of the
applicable classes of notes, sell the trust student loans, subject to certain conditions set forth in
the indenture.
If the notes have been declared to be due and payable following an event of default, the
indenture trustee may, in its discretion, exercise remedies as a secured party, require the
indenture trustee to sell the trust student loans or elect to have the indenture trustee maintain
possession of the trust student loans and continue to apply collections with respect to the trust
student loans as if there had been no declaration of acceleration.
However, the indenture trustee is prohibited from selling the trust student loans following
an event of default, other than a default in the payment of any principal or a default for three
business days or more in the payment of any interest on any note, unless:
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