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

Credit Enhancement
• Excess interest on the trust student
loans
• Subordination of the class B notes to
the class A notes
• Reserve account
• TERI guaranty on the trust student
loans together with certain guaranty
fees pledged to secure payments of
claims on defaulted student loans
Distributions
Future Distribution Account
On or before the 25th calendar day of
each month other than the month in which
a quarterly distribution date occurs, or if
that day is not a business day, the
immediately following business day
(each, a monthly allocation date), the
indenture trustee will transfer funds on
deposit in the collection account to the
future distribution account as follows:
• First, in the amount of fees and
expenses expected to accrue and be
paid to the indenture trustee, the owner
trustee, the servicers and the
administrator from the calendar day
after the current month’s monthly
allocation date (plus, for the initial
monthly allocation date, the fees and
expenses accrued from the closing date
through and including the initial
monthly allocation date) through the
following month’s monthly allocation
date, plus previously accrued and
unpaid amounts not previously
deposited in the future distribution
account;
• Second, in the amount of fees and
expenses expected to accrue and be
paid to the auction agent and the
broker-dealers from the calendar day
after the current month’s monthly
allocation date (plus, for the initial
monthly allocation date, the fees and
expenses accrued from the closing
date through and including the initial
monthly allocation date) through the
following month’s monthly allocation
date, plus previously accrued and
unpaid amounts not previously
deposited in the future distribution
account;
• Third, for each class of class A notes,
an amount equal to interest at the then
applicable interest rate, from the
calendar day after the current month’s
monthly allocation date (plus, for the
initial monthly allocation date, the
interest accrued from the closing date
through and including the initial
monthly allocation date) through the
following month’s monthly allocation
date, plus previously accrued and
unpaid amounts not deposited in the
future distribution account; and
• Fourth, for each class of class B notes,
an amount equal to interest expected
to accrue on the class B notes at the
then applicable auction rates from the
calendar day after the current month’s
monthly allocation date (plus, for the
initial monthly allocation date, the
interest accrued from the closing date
through and including the initial
monthly allocation date) through the
following month’s monthly allocation
date, plus previously accrued and
unpaid amounts not previously
deposited in the future distribution
account.
Auction Rate Notes Distributions
On each auction rate note interest
payment date for a class of auction rate
notes that is not a quarterly distribution
date, the indenture trustee will make the
following distributions:
S-5