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

Company or a trust advises the indenture trustee in writing that The Depository Trust Company
is no longer willing, qualified or able to discharge properly its responsibilities as nominee and
depository with respect to the book-entry notes and the trust or the indenture trustee is unable to
locate a qualified successor or (b) the noteholders, only if an event of default has occurred, elect
to terminate the use of the book-entry system through The Depository Trust Company. Upon the
occurrence of either of the events described in the immediately preceding paragraph, the
indenture trustee will be required to notify all beneficial owners of the occurrence of such event
and the availability through The Depository Trust Company of definitive notes. Upon surrender
by The Depository Trust Company of the global note or notes representing the book-entry notes
and instructions for re-registration, the indenture trustee will issue definitive notes, and thereafter
the indenture trustee will recognize the holders of such definitive notes as noteholders under the
indenture.
See “Annex I: Global Clearance Settlement and Tax Documentation Procedures” for
additional information regarding book-entry registration.
Transfer of Student Loans
CERTAIN LEGAL ASPECTS OF THE STUDENT LOANS
Each seller intends that the transfer of the student loans by it to us will constitute a valid
sale and assignment of those loans. We intend that the transfer of the student loans by us to the
trust will also constitute a valid sale and assignment of those loans. Nevertheless, if the transfer
of the student loans by a seller to us, or the transfer of those loans by us to the trust, is deemed to
be an assignment of collateral as security, then a security interest in the student loans may be
perfected by either taking possession of the promissory note or a copy of the master promissory
note evidencing the loan or by filing of notice of the security interest in the manner provided by
the applicable Uniform Commercial Code, or the UCC as it is commonly known, for perfection
of security interests in accounts. Accordingly:
A financing statement or statements covering the trust student loans naming the
applicable seller, as debtor, will be filed under the UCC to protect the interest of
the seller if the transfer by the seller is deemed to be an assignment of collateral as
security; and
A financing statement or statements covering the trust student loans naming us, as
debtor, will also be filed under the UCC to protect the interest of the trust if the
transfer by us is deemed to be an assignment of collateral as security.
If the transfer of the student loans is deemed to be an assignment as security for the
benefit of a trust or us, there are limited circumstances under the UCC in which prior or
subsequent transferees of student loans could have an interest in the student loans with priority
over the interest of the trust or us. A tax or other government lien on property of a seller or us
arising before the time a student loan comes into existence may also have priority over the
interest of the seller, the trust or us in the student loan. Under the student loan purchase
agreement and the deposit and sale agreement, however, each seller or we, as applicable, will
warrant that it or we have transferred the student loans to the us or the trust, as applicable, free
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