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

ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended, also known as
ERISA, and section 4975 of the Code impose certain fiduciary and prohibited transaction
restrictions on:
(a)
ERISA;
Employee benefit plans as defined in section 3(3) of ERISA, subject to Title I of
(b) Plans described in section 4975(e)(1) of the Code, subject to section 4975(c) of
the Code, including individual retirement accounts or Keogh plans;
(c) Any entities whose underlying assets include plan assets by reason of an
investment in these entities by a plan described in (a) or (b); and
(d) Persons who have certain specified relationships to these Plans—these persons are
called “Parties in Interest” under ERISA and “Disqualified Persons” under the Code.
We refer to entities described in (a), (b) and (c) as “Plans.”
Moreover, based on the reasoning of the United States Supreme Court in John Hancock
Life Ins. Co. v. Harris Trust and Sav. Bank, 114 S. Ct. 517 (1993), an insurance company’s
general account may be deemed to include assets of the Plans investing in the general account
and the insurance company might be treated as a Party in Interest as to a Plan by virtue of that
investment. ERISA also imposes various duties on persons who are fiduciaries of Plans and
prohibits certain transactions between a Plan and its Parties in Interest or Disqualified Persons.
The depositor, the servicers, the indenture trustee, the owner trustee or the administrator
may be the depositor of or investment advisor for one or more Plans. Because these parties may
receive certain benefits from the sale of the notes, the purchase of the notes using Plan assets
over which any of them has investment authority might be deemed to be a violation of the
prohibited transaction rules of ERISA and the Code for which no exemption may be available.
Accordingly, the notes may not be purchased using the assets of any Plan if the depositor, the
servicers, the indenture trustee, the owner trustee or the administrator has investment authority
over those assets.
In addition, under a regulation issued by the Department of Labor called the “Plan Asset
Regulation,” if a Plan makes an “equity” investment in a corporation, partnership, trust or certain
other entities, the underlying assets and properties of that entity will be deemed for purposes of
ERISA to be assets of the investing Plan unless exceptions in the regulation apply. The Plan
Asset Regulation defines an “equity interest” as any interest in an entity other than an instrument
that is treated as indebtedness under applicable local law and which has no substantial equity
features. If the notes are treated as debt for purposes of the Plan Asset Regulation, the trust
student loans and the other assets of the trust should not be deemed to be assets of an investing
Plan. If, however, the notes were treated as “equity” for purposes of the Plan Asset Regulation, a
Plan purchasing the notes could be treated as holding the trust student loans and the other assets
of the trust. Although there can be no assurances in this regard, it appears that the notes, which
S-56