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

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

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

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The underwriters may assist in resales of the notes but are not required to do so. The<br />

related prospectus supplement will indicate whether any of the underwriters intends to make a<br />

secondary market in the notes offered by that prospectus supplement. No underwriter will be<br />

obligated to make a secondary market.<br />

Each underwriting agreement will provide that we and The First Marblehead Corporation<br />

will indemnify the underwriters against certain civil liabilities, including liabilities under the<br />

Securities Act of 1933, as amended, or contribute to payments the underwriters may be required<br />

to make on those civil liabilities.<br />

Each trust may, from time to time, invest the funds in its trust accounts in eligible<br />

investments acquired from the underwriters.<br />

Under each of the underwriting agreements for a given series of notes, the closing of the<br />

sale of any class of notes will be conditioned on the closing of the sale of all other classes.<br />

The place and time of delivery for the notes will appear in the related prospectus<br />

supplement.<br />

LEGAL MATTERS<br />

Thacher Proffitt & Wood LLP, our counsel, will give opinions on specific matters for the<br />

trusts, the administrator and us.<br />

Each prospectus supplement will identify the other law firms who will give opinions on<br />

additional legal matters for the underwriters and specific U.S. federal matters.<br />

53

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