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

(c) Guaranty agreements and servicing agreements with respect to the trust student
loans assigned to the trust and rights to secure payments on defaulted trust student loans under
the TERI guaranty agreements with all moneys on deposit in the TERI pledge fund;
(d) All moneys and investments on deposit in the collection account, the pre-funding
account, the future distribution account and the reserve account; and
(e) The rights of the trust under the indenture, the deposit and sale agreement, the
administration agreement, the TERI security agreement and custodial agreements.
USE OF PROCEEDS AND ASSETS
The trust estimates that the net proceeds from the sale of the notes will be applied
substantially as follows:
Purchase Price of Initial Trust Student Loans $596,888,470
Reserve Account $114,130,609
Pre-Funding Account $55,893,158
Collection Account $0
Deposit to TERI Pledge Fund $6,818,554
Cost of Issuance $3,042,800
Underwriting Fee $3,093,888
Structuring Advisory Fee $40,826,718
Total Uses $820,694,197*
_________________
* Includes proceeds from the class A-4 notes and class A-IO-1 notes
The assets of the trust and those assets expected to be pledged to the trust at the closing
date are estimated to be:
Initial Trust Student Loans $572,261,755
Reserve Account $114,130,609
Pre-Funding Account $55,893,158
Collection Account $0
TERI Pledge Fund $34,697,646
Total Assets $776,983,168
S-23