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

calculations for the class A-IO-1 notes
are based on 30/360.
• The rate of interest on the class B
notes for the initial interest period will
be determined by the underwriters.
For each other auction period, the
interest rate for the class B notes will
be the least of:
(1) The rate determined pursuant to
the auction procedures; and
(2) The maximum rate, which is equal
to the least of:
• the LIBOR rate for a
comparable period plus initially
a margin of 2.50%;
• 17%; and
• the maximum rate permitted by
law.
Interest calculations for the class B notes
are based on actual/365 or 366, as
applicable.
After issuance of the notes, you may
obtain the current interest rates for the
notes from the administrator’s website at
www.firstmarblehead.com, the indenture
trustee’s website at
https://trustinvestorreporting.usbank.com/
or by telephone from the indenture trustee
at (866) 252-4360.
Principal Payments
Principal payments on the notes will be
made or allocated on each quarterly
distribution date, to the extent of available
funds, in an amount equal to the principal
distribution amount.
For each quarterly distribution date, the
principal distribution amount is generally
equal to the amount necessary, so that
after distributing such amount to the
notes, the ratio, expressed as a percentage,
of (a) the sum of the pool balance plus the
pre-funded amount for the quarterly
distribution date plus amounts on deposit
in the reserve account, the future
distribution account and the collection
account (excluding funds on deposit in the
TERI pledge fund) to (b) the outstanding
principal amount of the notes, would
equal at least 103%.
On each quarterly distribution date
occurring on and after either:
(a) The quarterly distribution date on
which the outstanding principal
balance of the trust student loans is
equal to or less than 10% of the sum of
the aggregate principal balance of the
initial trust student loans and the
additional student loans acquired with
funds in the pre-funding account; or
(b) A TERI Trigger Event (as defined in
the glossary);
all amounts remaining in the collection
account after clause 14 below under
priorities for distribution on quarterly
distribution dates will be distributed as
principal to the noteholders.
We refer to the distribution date described
in clause (a) as the 10% pool balance
distribution date.
Principal will not be paid to a class of
class B notes on a quarterly distribution
date unless it is also an auction rate note
interest payment date for that class of
class B notes. Instead, principal will be
allocated to the applicable class. Principal
allocated but not paid to the class B notes
on a quarterly distribution date will be
deposited in the future distribution
account and then paid on the applicable
auction rate note interest payment date.
S-4