exv4w5



 






EXHIBIT 4.5




 















[   ] SUPPLEMENTAL INDENTURE OF TRUST




between




HIGHER EDUCATION FUNDING I




and




THE BANK OF NEW YORK,

as Trustee




Dated as of [   ]



















 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1.   Definitions
	 	 	1	 
	Section 2.   Authorization and Terms of Series [      ] Notes
	 	 	12	 
	Section 3.   Interest Payable On Series [      ] Notes
	 	 	14	 
	Section 4.   Determining the Applicable Interest Rate
	 	 	17	 
	Section 5.   Determination of Payment Defaults and Payment of Auction Agent and Broker-Dealer Fees
	 	 	27	 
	Section 6.   Calculation of Various Rates
	 	 	27	 
	Section 7.   Notification of Rates, Amounts and Payment Dates
	 	 	28	 
	Section 8.   Auction Agent
	 	 	28	 
	Section 9.   Broker-Dealers
	 	 	29	 
	Section 10. Changes in Auction Period or Periods
	 	 	30	 
	Section 11. Changes in the Auction Date
	 	 	30	 
	Section 12. Additional Provisions Regarding the Applicable Interest Rate
	 	 	31	 
	Section 13. Qualifications of Market Agent
	 	 	31	 
	Section 14. Purposes of Issuance of Series [      ] Notes
	 	 	32	 
	Section 15. Deposit of Series [      ] Note Proceeds
	 	 	32	 
	Section 16. Redemption of Series [      ] Notes
	 	 	32	 
	Section 17. Book-Entry Series [      ] Notes
	 	 	33	 
	Section 18. Limitation on Note Fees
	 	 	35	 
	Section 19. Limitation on Acquisition of Alternative Loans
	 	 	36	 
	Section 20. Certain Designations Pursuant to the Indenture
	 	 	36	 
	Section 21. Mandatory Redemption of or Distributions of Principal With Respect to Notes
	 	 	37	 
	Section 22. List of Non-Business Days
	 	 	37	 
	Section 23. [Reserved]
	 	 	38	 
	Section 24. Certain Findings, Determinations and Designations
	 	 	38	 
	Section 25. Governing Law
	 	 	39	 
	Section 26. Headings; Table of Contents
	 	 	39	 
	Section 27. Severability
	 	 	39	 
	Section 28. Counterparts
	 	 	39	 
	Section 29. Effect of [      ] Supplemental Indenture
	 	 	39	 






 









 






	 	 	 	 	 
	EXHIBIT
A     Form of Series [      ]A Notes
	 	 	 	 
	EXHIBIT B     Form of Series [      ]B Notes
	 	 	 	 
	EXHIBIT C     Form of Notice of Payment Default
	 	 	 	 
	EXHIBIT D     Form of Notice of Cure of Payment Default
	 	 	 	 
	EXHIBIT E     Form of Notice of Proposed Auction Period Adjustment
	 	 	 	 
	EXHIBIT F     Form of Notice Establishing Auction Period Adjustment
	 	 	 	 
	EXHIBIT G     Form of Notice of Change in Auction Date
	 	 	 	 






ii




 




 









 








[  ] SUPPLEMENTAL INDENTURE OF TRUST




     THIS [ ] SUPPLEMENTAL INDENTURE OF TRUST, dated as of [ ], between
HIGHER EDUCATION FUNDING I, a Delaware business trust (the “Issuer”), and THE BANK OF NEW YORK, a
banking corporation duly established, existing and authorized to accept and execute trusts of the
character herein set out under and by virtue of the laws of the State of New York (the “Trustee”);



W I T N E S S E T H :




     WHEREAS, the Issuer, The Bank of New York, as eligible lender trustee, and the Trustee, as
indenture trustee, have heretofore executed and delivered an Indenture of Trust, dated as of
January 1, 2004 (the “Indenture”); and



     WHEREAS, the Indenture prescribes the terms and conditions upon which the Issuer may from time
to time authorize and issue series of Notes (as defined in the Indenture); and



     WHEREAS, the Issuer has authorized and determined to issue [ ] series of Senior Notes
(collectively, the “Series [ ]A Notes”) and one series of Subordinate Notes (the “Series [ ]B Notes” and, together with the Series [ ]A Notes, the “Series [ ] Notes”);
and



     WHEREAS, the Issuer desires by this [ ] Supplemental Indenture to prescribe the
terms and provisions of the Series [ ] Notes, all as more fully set forth herein; and



     WHEREAS, the execution and delivery of this [ ] Supplemental Indenture and the
issuance of the Series [ ] Notes have been in all respects duly and validly authorized by
the Issuer;



     NOW, THEREFORE, This [ ] Supplemental Indenture Witnesseth:



     Section 1. Definitions. In this [ ] Supplemental Indenture, the terms defined in
the Indenture shall, except as otherwise provided in this Section 1, have the same meaning when
used herein unless the context or use thereof indicates another or different meaning or intent. In
addition, the following terms shall have the following respective meanings unless the context
hereof clearly requires otherwise:



     “Acquisition Period” means the period beginning on the date of issuance of the Series
[ ] Notes and ending on [ ] 1, [ ], or such later date as may be provided by
Issuer Order, provided that a Rating Agency Confirmation shall have been obtained with respect to
such Issuer Order.



     “Adjusted Student Loan Portfolio Rate of Return” means, for any calendar month, the amount
determined by dividing (i) the product of 12 times the sum of the following amounts accrued during
such calendar month (whether or not actually received or paid): (A) interest (including Interest
Subsidy Payments) and Special Allowance Payments with respect to the Financed Student Loans plus
(B) any Counterparty Swap Payments minus (C) any amount required to be paid to the Department of
Education or to be repaid to Guarantors with respect to



 









 




the Financed Student Loans that do not qualify for Guarantee, minus (D) the aggregate amount
of default claims filed during the month with respect to Financed Student Loans which (1) exceed
the amount the Guarantor is required to pay under the applicable Guarantee Agreement or (2) are
payable only by a Guarantor that is in default of its Guarantee obligations with respect to
Financed Student Loans and has not provided collateral security sufficient to pay such claims,
minus (E) any reduction in interest as a result of borrower incentive programs, minus (F) any
Issuer Swap Payments; by (ii) the average daily outstanding Principal Balance of the Financed
Student Loans during such calendar month. For this purpose, the Special Allowance Payment shall be
computed based upon the average of the bond equivalent rates of Ninety-One-Day United States
Treasury Bills auctioned, or the commercial paper rates published, during that portion of the then
current calendar month which ends on the date as of which the “Adjusted Student Loan Portfolio Rate
of Return” is determined.




     “Administration Fee” means a monthly fee equal to 1/12 of [ ]% of the ending Principal
Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month,
or such greater or lesser amount as may be provided by Issuer Order (provided that a Rating Agency
Confirmation is obtained with respect to any increase in such amount).



     “All Hold Rate” means, on any date of determination, the Applicable LIBOR-Based Rate less [
]%, provided that in no event shall the applicable All Hold Rate be greater than the applicable
Maximum Rate.



     “Applicable Interest Rate” means the rate of interest per annum borne from time to time by a
series of the Series [ ] Notes, which shall be (a) during the Initial Interest Period for
such series, the Initial Interest Rate, and (b) during each Interest Period thereafter, the rate of
interest determined in accordance with the provisions of Sections 4 through 12 hereof.



     “Applicable LIBOR-Based Rate” means (a) for an Auction Period of 35 days or less, One-Month
LIBOR, (b) for an Auction Period of more than 35 days but less than 115 days, Three-Month LIBOR,
(c) for an Auction Period of more than 114 days but less than 195 days, Six-Month LIBOR, and (d)
for an Auction Period of more than 194 days, One-Year LIBOR.



     “Applicable Number of Business Days” means the greater of two Business Days or one Business
Day plus the number of Business Days by which the Auction Date precedes the first day of the next
succeeding Interest Period.



     “Auction” means the implementation of the Auction Procedures on an Auction Date.



     “Auction Agent” means the Initial Auction Agent under the Initial Auction Agent Agreement
unless and until a Substitute Auction Agent Agreement becomes effective, after which “Auction
Agent” means the Substitute Auction Agent.



     “Auction Agent Agreement” means the Initial Auction Agent Agreement unless and until a
Substitute Auction Agent Agreement is entered into, after which “Auction Agent Agreement” means
such Substitute Auction Agent Agreement.



     “Auction Agent Fee” shall have the meaning ascribed to such term in the Auction Agent
Agreement.



2









 





     “Auction Agent Fee Rate” shall have the meaning ascribed to such term in the Auction Agent
Agreement.



     “Auction Date” means, initially, with respect to the Series [ ]A-1 Notes, [ ],
with respect to the Series [ ]A-2 Notes, [ ], with respect to the Series [
]A-3 Notes, [ ], with respect to the Series [ ]A-4 Notes, [ ], with respect
to the Series [ ]A-5 Notes, [ ], with respect to the Series [ ]A-6 Notes, [
], with respect to the Series [ ]A-7 Notes, [ ], with respect to the Series
[ ]A-8 Notes, [ ] and with respect to the Series [ ]B Notes, [ ],
and thereafter, with respect to each such series of Series [ ] Notes, the Business Day
immediately preceding the first day of each Auction Period for such series, other than:




     (a) an Auction Period commencing after the ownership of such series is no longer
maintained in Book-Entry Form by the Securities Depository;




     (b) an Auction Period commencing after the occurrence and during the continuance of a
Payment Default; or




     (c) an Auction Period commencing less than the Applicable Number of Business Days after
the cure or waiver of a Payment Default.



     Notwithstanding the foregoing, the Auction Date for one or more Auction Periods may be changed
pursuant to Section 11 of this [ ] Supplemental Indenture.



     “Auction Period” means the Interest Period applicable to each series of the Series [ ]
Notes, which Auction Period (after the Initial Interest Period for each such series) initially
shall consist generally of 28 days, as the same may be adjusted pursuant to Section 10 hereof.



     “Auction Period Adjustment” means an adjustment to the Auction Period as provided in Section
10 hereof.



     “Auction Procedures” means the procedures set forth in Section 4 through Section 11 hereof by
which the Auction Rate is determined.



     “Auction Rate” means the rate of interest per annum that results from implementation of the
Auction Procedures and is determined as described in Section 4(c)(ii) hereof.



     “Authenticating Agent” means the Trustee and its successor or successors.



     “Authorized Denominations” means, with respect to the Series [ ] Notes, [
] and any multiple thereof.



     “Available Series [ ] Notes” shall have the meaning ascribed to such term in Section
4(c)(i)(A) hereof.



     “Bid” shall have the meaning ascribed to such term in Section 4(a)(i) hereof.



     “Bidder” shall have the meaning ascribed to such term in Section 4(a)(i) hereof.



3









 





     “Book-Entry Form” or “Book-Entry System” means a form or system under which (a) the beneficial
right to principal and interest may be transferred only through a book entry and (b) physical
securities in registered form are issued only to a Securities Depository or its nominee as
registered holder, with the securities “immobilized” to the custody of the Securities Depository.



     “Broker-Dealer” means (a) initially, with respect to the Series [ ] Notes, UBS
PaineWebber Inc. and (b) with respect to any series of Series [ ] Notes, any other broker
or dealer (each as defined in the Exchange Act), commercial bank or other entity permitted by law
to perform the functions required of a Broker-Dealer set forth in the Auction Procedures that (i)
is a Participant (or an affiliate of a Participant), (ii) has been appointed as such with respect
to such series of Series [ ] Notes by the Issuer pursuant to Section 9 hereof and (iii) has
entered into a Broker-Dealer Agreement that is in effect on the date of reference.



     “Broker-Dealer Agreement” means each agreement between the Auction Agent and a Broker-Dealer,
approved by the Issuer, pursuant to which the Broker-Dealer agrees to participate in Auctions as
set forth in the Auction Procedures, as such agreement may from time to time be amended or
supplemented. Each Broker-Dealer Agreement shall be in substantially the form of the Broker-Dealer
Agreement, dated as of [ ], between The Bank of New York, as Auction Agent, and [
], as Broker-Dealer.



     “Broker-Dealer Fee” shall have the meaning ascribed to such term in the Auction Agent
Agreement.



     “Broker-Dealer Fee Rate” shall have the meaning ascribed to such term in the Auction Agent
Agreement.



     “Business Day” means any day other than [ ], such other dates as may be agreed to in
writing by the Trustee, the Market Agent, the Auction Agent, the Broker-Dealer and the Issuer, or a
Saturday, Sunday, holiday or day on which banks located in the City of New York, New York, or the
New York Stock Exchange, the Trustee or the Auction Agent, are authorized or permitted by law or
executive order to close.



     “Carry-Over Amount” means the excess, if any, of (a) the amount of interest on a Series [
] Note that would have accrued with respect to the related Auction Period at the Auction Rate
over (b) the amount of interest on such a Series [ ] Note actually accrued with respect to
such Auction Period based on the Maximum Rate, together with the unpaid portion of any such excess
from prior Auction Periods; provided that any reference to “principal” or “interest” in this [
] Supplemental Indenture, in the Indenture and in the Series [ ] Notes shall not
include, within the meanings of such words, any Carry-Over Amount or any interest accrued on any
Carry-Over Amount.



     “Closing Date” means [ ], the date of initial issuance and delivery of the Series [
] Notes hereunder.



     “Eligible Carry-Over Make-Up Amount” means, with respect to each Interest Period relating to a
series of Series [ ] Notes as to which, as of the first day of such Interest Period, there
is any unpaid Carry-Over Amount, an amount equal to the lesser of (a) interest computed



4









 




on the principal balance of such series in respect of such Interest Period at a per annum rate
equal to the excess, if any, of the Maximum Rate over the Applicable Interest Rate, and (b) the
aggregate Carry-Over Amount remaining unpaid as of the first day of such Interest Period together
with interest accrued and unpaid thereon through the end of such Interest Period. The Eligible
Carry-Over Make-Up Amount shall be $0.00 for any Interest Period with respect to which the Maximum
Auction Rate equals or exceeds the Auction Rate.




     “Existing Holder” means (a) with respect to and for the purpose of dealing with the Auction
Agent in connection with an Auction, a Person who is a Broker-Dealer listed in the Existing Holder
Registry at the close of business on the Business Day immediately preceding such Auction and (b)
with respect to and for the purpose of dealing with the Broker-Dealer in connection with an
Auction, a Person who is a Beneficial Owner of Series [ ] Notes.



     “Existing Holder Registry” means the registry of Persons who are owners of the Series [
] Notes, maintained by the Auction Agent as provided in the Auction Agent Agreement.



     “[ ] Supplemental Indenture” means this [ ] Supplemental Indenture
of Trust, dated as of [ ], between the Issuer and the Trustee, as amended or
supplemented in accordance with the terms hereof and of the Indenture.



     “Hold Order” shall have the meaning ascribed to such term in Section 4(a)(i) hereof.



     “Indenture” means the Indenture of Trust, dated as of January 1, 2004, from the Issuer, and
The Bank of New York, as Eligible Lender Trustee, to the Trustee as amended and supplemented from
time to time.



     “Initial Auction Agent” means The Bank of New York, a New York banking corporation, its
successors and assigns, in its capacity as auction agent under the Initial Auction Agent Agreement.



     “Initial Auction Agent Agreement” means the Auction Agent Agreement, dated as of [ ], by
and among the Issuer, the Trustee and the Initial Auction Agent, including any amendment thereof or
supplement thereto.



     “Initial Interest Period” means, as to a series of Series [ ] Notes, the period
commencing on the Closing Date and continuing through the day immediately preceding the Initial
Interest Rate Adjustment Date for such series.



     “Initial Interest Rate” means for each series of Series [ ] Notes, the per annum rate
set forth below:



5









 





	 	 	 	 	 
	Series	 	Initial Interest Rate	 
	 
	 	 	 	 
	Series [     ]A-1
	 	 	 	 
	Series [     ]A-2
	 	 	 	 
	Series [     ]A-3
	 	 	 	 
	Series [     ]A-4
	 	 	 	 
	Series [     ]A-5
	 	 	 	 
	Series [     ]A-6
	 	 	 	 
	Series [     ]A-7
	 	 	 	 
	Series [     ]A-8
	 	 	 	 
	Series [     ]B
	 	 	 	 






     “Initial Interest Rate Adjustment Date” means for each series of Series [     ] Notes, the
date set forth below:



	 	 	 	 	 
	 	 	Initial Interest Rate	 
	Series	 	Adjustment Date	 
	 
	 	 	 	 
	Series [     ]A-1
	 	 	 	 
	Series [     ]A-2
	 	 	 	 
	Series [     ]A-3
	 	 	 	 
	Series [     ]A-4
	 	 	 	 
	Series [     ]A-5
	 	 	 	 
	Series [     ]A-6
	 	 	 	 
	Series [     ]A-7
	 	 	 	 
	Series [     ]A-8
	 	 	 	 
	Series [     ]B
	 	 	 	 






     “Interest Payment Date” means (a) each regularly scheduled interest payment date on the Series
[     ] Notes, which for each series of Series [     ] Notes shall be the Business Day
immediately following the expiration of the Initial Interest Period for such series and each
related Interest Period thereafter; provided, however, if the duration of the Interest Period is
one year or longer, then the Interest Payment Date therefor shall be June 1 and December 1 during
such Interest Period (or if any such day is not a Business Day, the immediately following Business
Day) and the first Business Day immediately following the end of such Interest Period; or (b) with
respect to the payment of interest upon redemption or acceleration of the Series [     ] Notes
or the payment of Defaulted Interest, such date on which such interest is payable under the
Indenture.



     “Interest Period” means (a) with respect to each series of Series [     ] Notes, unless
otherwise changed as described herein, initially, the period commencing on the Closing Date through
and not including the Initial Interest Rate Adjustment Date for the applicable series, and,
thereafter, each successive period of generally 28 days, commencing on the first Business Day
following the applicable Series Auction Date, and ending on (and including) the applicable Series
Auction Date (unless such date is not followed by a Business Day, in which case on the next
succeeding day that is followed by a Business Day); and (b) if the Auction Periods are changed as
provided herein, each period commencing on an Interest Payment Date and ending



6









 




on but excluding the next succeeding Interest Payment Date. By way of example, if an Interest
Period ordinarily would end on a Tuesday, but the following Wednesday is not a Business Day, the
Interest Period will end on that Wednesday and the new Interest Period will begin on Thursday.




     “Interest Rate Adjustment Date” means the date on which the interest rate on a series of
Series [ ] Notes is effective, which for each series of Series [ ] Notes shall be
the date of commencement of each Auction Period for such series.



     “Interest Rate Determination Date” means for each series of Series [ ] Notes, the
Auction Date for such series, or, if no Auction Date is applicable to such series, the Business Day
immediately preceding the date of commencement of an Auction Period.



     “LIBOR Determination Date” means the Auction Date, or if no Auction Date is applicable, the
Business Day immediately preceding the first day of the applicable Interest Period.



     “Market Agent” means [ ], or with respect to any series of Series [
] Notes, any successor in such capacity hereunder.



     “Market Agent Agreement” means the Market Agent Agreement, dated as of [ ],
between the Market Agent and the Trustee, including any supplement thereto or amendment thereof.



     “Maximum Auction Rate” means, for any Auction, a per annum interest rate on the Series [
] Notes which, when taken together with the interest rate on the Series [ ] Notes for the
one-year period ending on the final day of the proposed Auction Period, would result in the average
interest rate on the Series [ ] Notes for such period either (a) not being in excess (on a
per annum basis) of the average of the Ninety-One Day United States Treasury Bill Rate plus [ ]%
for such one-year period (if all of the ratings assigned by the Rating Agencies to the Series [
] Notes are “Aa3” or “AA-” or better), (b) not being in excess (on a per annum basis) of the
Ninety-One Day United States Treasury Bill Rate plus [ ]% for such one-year period (if any one
of the ratings assigned by the Rating Agencies to the Series [ ] Notes is less than “Aa3”
or “AA-” but all are at least any category of “A”), or (c) not being in excess (on a per annum
basis) of the average of Ninety-One Day United States Treasury Bill Rate plus [ ]% for such
one-year period (if any one of the ratings assigned by the Rating Agencies to the Series [
] Notes is less than the lowest category of “A”); provided, however, that if the Series [ ]
Notes have not been Outstanding for at least such one-year period then for any portion of such
period during which such Series [ ] Notes were not Outstanding, the interest rates on the
Series [ ] Notes for purposes of this definition shall be deemed to be equal to such rates
as the Market Agent shall determine were the rates of interest on equivalently rated auction
securities with comparable lengths of auction periods during such period; provided, however, that
this definition may be modified at the direction of the Issuer upon receipt by the Trustee of (i)
written consent of the Market Agent and (ii) a Rating Agency Confirmation with respect to the
Series [ ] Notes. For purposes of the Auction Agent and the Auction Procedures, the
ratings referred to in this definition shall be the last ratings of which the Auction Agent has
been given notice pursuant to the Auction Agent Agreement. The percentage amount to be added to



7









 




the Ninety-One Day United States Treasury Bill Rate in any one or more of (a), (b) or (c)
above may be increased by delivery to the Auction Agent and the Trustee of a certificate signed by
an Authorized Officer of the Issuer directing such increase, together with a Rating Agency
Confirmation with respect to the Series [ ] Notes.




     “Maximum Interest Rate” means the lesser of (a) [ ]% per annum or (b) the highest rate the
Issuer may legally pay, from time to time, as interest on the Series [ ] Notes.



     “Maximum Rate” on any date of determination, means the interest rate per annum equal to the
least of: (a) the Maximum Auction Rate, (b) the Maximum Interest Rate and (c) during the
occurrence of a Net Loan Rate Restriction Period, the Net Loan Rate.



     “Net Loan Rate” means, with respect to any Auction Period, (a) the rate of interest per annum
(rounded to the next highest 0.01%) equal to the Adjusted Student Loan Portfolio Rate of Return for
the calendar month immediately preceding such Auction Period, as determined by the Issuer on the
last day of such calendar month, less (b) the Program Expense Percentage with respect to such
Auction Period.



     “Net Loan Rate Restriction Period” means, with respect to any series of the Series [ ]
Notes, the period of time from and including a Net Loan Rate Trigger Date to but excluding a Net
Loan Rate Termination Date.



     “Net Loan Rate Termination Date” means, for a series of Series [ ] Notes for which the
Net Loan Rate Trigger Date has occurred, the first day of an Auction Period which immediately
follows three consecutive Auction Dates for such series of the Series [ ] Notes where the
Auction Rate established on each such Auction Date for such series was equal to or less than a per
annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as
of each such Auction Date plus (b) [ ]%.



     “Net Loan Rate Trigger Date” means, for a series of Series [ ] Notes, the first day of
an Auction Period which immediately follows six consecutive Auction Dates for such series of the
Series [ ] Notes where the Auction Rate established on each such Auction Date for such
series exceeded a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury
Bill Rate in effect as of each such Auction Date plus (b) [ ]%.



     “Ninety-One Day United States Treasury Bill Rate” means the bond-equivalent yield on the
Ninety-One Day United States Treasury Bills sold at the last auction thereof that immediately
precedes the Auction Date, as determined by the Market Agent on the Auction Date.



     “Non-Payment Rate” means for any determination date, a rate per annum equal to the lesser of
(a) the sum of (i) One-Month LIBOR and (ii) [ ] basis points and (b) the Maximum Interest Rate.



     “Note Registrar” means, with respect to the Series [ ] Notes, the Trustee.



     “One-Month LIBOR,” “Three-Month LIBOR,” “Six-Month LIBOR” or “One-Year LIBOR” means the
offered rate, as determined by the Auction Agent or Trustee, as applicable, of the Applicable
LIBOR-Based Rate for United States dollar deposits which appears on Telerate



8









 




Page 3750, as reported by Bloomberg Financial Markets Commodities News (or such other page as
may replace Telerate Page 3750 for the purpose of displaying comparable rates) as of approximately
11:00 a.m., London time, on the LIBOR Determination Date; provided, that if on any calculation
date, no rate appears on Telerate Page 3750 as specified above, the Auction Agent or Trustee, as
applicable, shall determine the arithmetic mean of the offered quotations of four major banks in
the London interbank market, for deposits in U.S. dollars for the respective periods specified
above to the banks in the London interbank market as of approximately 11:00 a.m., London time, on
such calculation date and in a principal amount of not less than $1,000,000 that is representative
of a single transaction in such market and at such time, unless fewer than two such quotations are
provided, in which case, the Applicable LIBOR-Based Rate shall be the arithmetic mean of the
offered quotations that leading banks in New York City selected by the Auction Agent or Trustee, as
applicable, are quoting on the relevant LIBOR Determination for loans in U.S. dollars to leading
European banks in a principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time. All percentages resulting from such calculations shall be
rounded upwards, if necessary, to the nearest one-hundredth of one percent.




     “Order” shall have the meaning ascribed to such term in Section 4(a)(i) hereof.



     “Participant” means a member of, or participant in, the Securities Depository.



     “Paying Agent” means the Trustee and its successor or successors or any other commercial bank
designated in accordance herewith as the party from whom principal of, premium, if any, or interest
on the Series [ ] Notes is payable to the Holders thereof.



     “Payment Default” means, with respect to a series of Series [ ] Notes, (a) a default
in the due and punctual payment of any installment of interest on such series, or (b) the
circumstance that on any Auction Date there are insufficient moneys in the Debt Service Fund to
pay, or otherwise held by the Trustee under the Indenture and available to pay, the principal of
and interest due on the Series [ ] Notes of such series on the Interest Payment Date
immediately following such Auction Date.



     “Potential Holder” means any Person (including an Existing Holder) that is (a) a Broker-Dealer
when dealing with the Auction Agent and (b) a potential Beneficial Owner when dealing with a
Broker-Dealer, who may be interested in acquiring Series [ ] Notes (or, in the case of an
Existing Holder thereof, an additional Principal Amount of Series [ ] Notes).



     “Program Expense Percentage” means, with respect to any Auction Period, the per annum rate of
interest (rounded to the next highest 0.01%) equal to the sum of the Note Fees, Administration Fee
and Servicing Fees, in each case for the calendar month immediately preceding such Auction Period,
as determined by the Issuer on the last day of such calendar month, expressed as a percentage of
the average daily outstanding Principal Balance of the Financed Student Loans during such month.



     “Regular Record Date” means, with respect to any series of Series [ ] Notes, (a) so
long as Interest Payment Dates are specified to occur at the end of each Auction Period, the
Applicable Number of Business Days immediately preceding each Interest Payment Date and



9









 




(b) if and for so long as interest on such series of Series [ ] Notes is payable
semiannually, one Business Day prior to each Interest Payment Date.




     “Reserve Fund Requirement” means, on each Monthly Calculation Date, an amount equal to (a)(i)
[ ]% of the aggregate Principal Amount of Series [ ] Notes then Outstanding plus (ii)
an amount equal to the Principal Balance of all Financed Eligible Loans which are more than [ ]
days delinquent and the claims on which have not been paid by a Guarantor or the Secretary of
Education, or (b) such other amount specified as the Reserve Fund Requirement in another
Supplemental Indenture; provided, however, that in no event shall the amount be less than [
].



     “Revolving Period” means the period beginning on the date of issuance of the Series [
] Notes and ending on [ ] or such later date as may be provided by Issuer Order, provided
that a Rating Agency Confirmation shall have been obtained with respect to such Issuer Order.



     “Securities Depository” means The Depository Trust Company, New York, New York, and its
successors and assigns, or, if (a) the then-existing Securities Depository resigns from its
functions as depository of the Series [ ] Notes or (b) the Issuer discontinues use of the
Securities Depository pursuant to Section 17(c) hereof, then any other securities depository which
agrees to follow the procedures required to be followed by a securities depository in connection
with the Series [ ] Notes and which is selected by the Issuer with the consent of the
Trustee.



     “Sell Order” shall have the meaning ascribed to such term in Section 4(a)(i) hereof.



     “Series Auction Date” means Tuesday with respect to the Series [ ]A-1 Notes, Thursday
with respect to the Series [ ]A-2 Notes, Tuesday with respect to the Series [ ]A-3
Notes, Thursday with respect to the Series [ ]A-4 Notes, Tuesday with respect to the Series
[ ]A-5 Notes, Thursday with respect to the Series [ ]A-6 Notes, Tuesday with
respect to the Series [ ]A-7 Notes, Thursday with respect to the Series [ ]A-8
Notes, and Thursday with respect to the Series [ ]B Notes.



     “Series [ ] Notes” means, collectively, the Series [ ]A Notes and the Series [
]B Notes.



     “Series [ ]A Notes” means the Series [ ]A-1 Notes, the Series [ ]A-2
Notes, the Series [ ]A-3 Notes, the Series [ ]A-4 Notes, the Series [ ]A-5
Notes, the Series [ ]A-6 Notes, the Series [ ]A-7 Notes and the Series [
]A-8 Notes.



     “Series [ ]A-1 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-1.”



     “Series [ ]A-2 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-2.”



10









 





     “Series [ ]A-3 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-3.”



     “Series [ ]A-4 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-4.”



     “Series [ ]A-5 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-5.”



     “Series [ ]A-6 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-6.”



     “Series [ ]A-7 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-7.”



     “Series [ ]A-8 Notes” means the Senior Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-8.”



     “Series [ ]B Notes” means the Subordinate Notes created and to be issued under this [
] Supplemental Indenture in the original Principal Amount of [ ] and
designated as the “Auction Rate Student Loan Asset-Backed Notes, Subordinate Series [
]B-1.”



     “Submission Deadline” means 1:00 p.m., New York City time, on any Auction Date or such other
time on any Auction Date by which Broker-Dealers are required to submit Orders to the Auction Agent
as specified by the Auction Agent from time to time.



     “Submitted Bid” shall have the meaning ascribed to such term in Section 4(c)(i) hereof.



     “Submitted Hold Order” shall have the meaning ascribed to such term in Section 4(c)(i) hereof.



     “Submitted Order” shall have the meaning ascribed to such term in Section 4(c)(i) hereof.



     “Submitted Sell Order” shall have the meaning ascribed to such term in Section 4(c)(i) hereof.



     “Substitute Auction Agent” means the Person with whom the Trustee is directed by the Issuer to
enter into a Substitute Auction Agent Agreement.



     “Substitute Auction Agent Agreement” means an auction agent agreement containing terms
substantially similar to the terms of the Initial Auction Agent Agreement, whereby a Person having
the qualifications required by Section 8 of this [ ] Supplemental Indenture



11









 




agrees with the Trustee and the Issuer to perform the duties of the Auction Agent under this [
] Supplemental Indenture.




     “Sufficient Bids” shall have the meaning ascribed to such term in Section 4(c)(i)(B) hereof.



     “Winning Bid Rate” shall have the meaning ascribed to such term in Section 4(c)(i)(C) hereof.



     Section 2. Authorization and Terms of Series [ ] Notes. There is hereby created and
there shall be (a) a series of Senior Notes entitled “Auction Rate Student Loan Asset-Backed Notes,
Senior Series [ ]A-1,” (b) a series of Senior Notes entitled “Auction Rate Student Loan
Asset-Backed Notes, Senior Series [ ]A-2,” (c) a series of Senior Notes entitled “Auction
Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-3,” (d) a series of Senior Notes
entitled “Auction Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-4,” (e) a series
of Senior Notes entitled “Auction Rate Student Loan Asset-Backed Notes, Senior Series [
]A-5,” (f) a series of Senior Notes entitled “Auction Rate Student Loan Asset-Backed Notes, Senior
Series [ ]A-6,” (g) a series of Senior Notes entitled “Auction Rate Student Loan
Asset-Backed Notes, Senior Series [ ]A-7,” (h) a series of Senior Notes entitled “Auction
Rate Student Loan Asset-Backed Notes, Senior Series [ ]A-8,” and (i) a series of
Subordinate Notes entitled “Auction Rate Student Loan Asset-Backed Notes, Subordinate Series [
]B-1.” The aggregate Principal Amount of the Series [ ]A-1 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-2 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-3 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-4 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-5 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-6 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-7 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]A-8 Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ]. The aggregate Principal Amount of the Series [ ]B Notes that may be
authenticated and delivered and Outstanding under the Indenture is limited to and shall not exceed
[ ].



     Each series of Series [ ] Notes shall have a single Stated Maturity on [ ] 1,
[ ].



     Each series of Series [ ] Notes shall bear interest at the Applicable Interest Rate,
and at such Applicable Interest Rate (to the extent that the payment of such interest shall be
legally enforceable) on overdue installments of interest.



12









 





     The Series [ ] Notes shall be issued as fully registered Notes without coupons in
Authorized Denominations.



     The Series [ ] Notes shall be dated as provided in Section 2.09 of the Indenture and
shall bear interest from their date of original issue until payment of principal has been made or
duly provided for. The date of original issue of the Series [ ] Notes shall be the Closing
Date. The Series [ ] Notes of each series shall be numbered in such manner as the Note
Registrar shall determine.



     Interest on each series of Series [ ] Notes shall be computed on the basis of a
365-day year for the number of days actually elapsed, except that, for any leap year, such
calculation with respect to an Interest Payment Date occurring after January 1 of such year through
December 31 of such year shall be computed on the basis of a 366-day year and accrue daily from the
date thereof, and shall be payable on each Interest Payment Date with respect to such series prior
to the Maturity thereof and at the Maturity thereof. The interest payable on each Interest Payment
Date for each series of Series [ ] Notes shall be calculated on a per unit basis, based on
a unit of [ ], and shall be that interest which has accrued through the last day
preceding such Interest Payment Date or, in the case of the Maturity of a Series [ ] Note,
the last day preceding the date of such Maturity. The Applicable Interest Rate shall be effective
as of and on the first day of the applicable Interest Period and be in effect thereafter through
the end of such Interest Period.



     The principal of and premium, if any, on the Series [ ] Notes, together with interest
payable on the Series [ ] Notes at the Maturity thereof if the date of such Maturity is not
a regularly scheduled Interest Payment Date, shall be payable in lawful money of the United States
of America upon, except as otherwise provided in Section 17 hereof, presentation and surrender of
such Series [ ] Notes at the Principal Office of the Trustee, as Paying Agent with respect
to the Series [ ] Notes, or a duly appointed successor Paying Agent. Interest due on the
Series [ ] Notes on each regularly scheduled Interest Payment Date shall, except as
otherwise provided in Section 17 hereof, be paid by check or draft drawn upon the Paying Agent and
mailed to the person who is the Holder thereof as of 5:00 p.m. on the Regular Record Date for such
Interest Payment Date at the address of such Holder as it appears on the Note Register, or, in the
case of any Series [ ] Note the Holder of which is the Holder of Series [ ] Notes
in the aggregate Principal Amount of $1,000,000 or more (or, if less than $1,000,000 in Principal
Amount of Series [ ] Notes is outstanding, the Holder of all outstanding Series [ ]
Notes), at the direction of such Holder received by the Paying Agent by 5:00 p.m. on the last
Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying
Agent in immediately available funds to an account designated by such Holder. Any interest not so
timely paid or duly provided for (herein referred to as “Defaulted Interest”) shall cease to be
payable to the person who is the Holder thereof at the close of business on the Regular Record Date
and shall be payable to the person who is the Holder thereof at the close of business on a Special
Record Date for the payment of any such Defaulted Interest. Such Special Record Date shall be
fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and
notice of the Special Record Date shall be given to the Holders of the Series [ ] Notes
with respect to which such Defaulted Interest is to be paid, not less than 10 days prior to such
Special Record Date by first-class mail to each such Holder as shown on the Note Register on a date
selected by the Trustee, stating the date of the Special Record Date and the date fixed



13









 




for the payment of such Defaulted Interest. All payments of principal of and premium, if any,
and interest on the Series [ ] Notes shall be made in lawful money of the United States of
America.




     The Series [ ] Notes are subject to redemption prior to their Stated Maturity upon the
terms and conditions and at the Prepayment Prices specified in Section 16 hereof.



     Subject to the provisions of the Indenture, the Series [ ]A Notes shall be in
substantially the form set forth in Exhibit A hereto, with such variations, omissions and
insertions as may be required by the circumstances, be required or permitted by the Indenture, or
be consistent with the Indenture and necessary or appropriate to conform to the rules and
requirements of any governmental authority or any usage or requirement of law with respect thereto.



     Subject to the provisions of the Indenture, the Series [ ]B Notes shall be in
substantially the form set forth in Exhibit B hereto, with such variations, omissions and
insertions as may be required by the circumstances, be required or permitted by the Indenture, or
be consistent with the Indenture and necessary or appropriate to conform to the rules and
requirements of any governmental authority or any usage or requirement of law with respect thereto.



     Section 3. Interest Payable On Series [ ] Notes. During the Initial Interest Period,
each series of the Series [ ] Notes shall bear interest at the Initial Interest Rate for
such series. Thereafter, except with respect to an Auction Period Adjustment, each series of the
Series [ ] Notes shall bear interest at the Applicable Interest Rate based on a 28-day
Auction Period, as determined pursuant to this Section and Sections 4 through 12 hereof.



     The Applicable Interest Rate to be borne by each series of Series [ ] Notes for each
Auction Period after the Initial Interest Period until an Auction Period Adjustment, if any, shall
be determined as hereinbelow described. Each such Auction Period with respect to each series of
the Series [ ] Notes (i) shall commence on and include the first Business Day following the
applicable Series Auction Date, and end on (and include) the applicable Series Auction Date (unless
such date is not followed by a Business Day, in which case on the next succeeding day that is
followed by a Business Day) and (ii) if the Auction Periods are changed as provided herein, each
period commencing on an Interest Payment Date and ending on but excluding the next succeeding
Interest Payment Date; provided, however, that if an Auction is scheduled to occur for the next
Interest Period on a date that was reasonably expected to be a Business Day, but such Auction does
not occur because such date is later not considered to be a Business Day, the Auction shall
nevertheless be deemed to have occurred, and the applicable Auction Rate in effect for the next
Interest Period will be the Auction Rate in effect for the preceding Interest Period and such
Interest Period will generally be 28 days in duration, beginning on the calendar day following the
date of the deemed Auction and ending on (and including) the applicable Series Auction Date (unless
such date is not followed by a Business Day, in which case on the next succeeding day that is
followed by a Business Day). If the preceding Interest Period was other than generally 28 days in
duration, the Auction Rate for the deemed Auction will instead be the rate of interest determined
by the Market Agent on equivalently rated auction securities with a comparable length of auction
period.



14









 





     Notwithstanding the foregoing:




     (a) if the ownership of a series of Series [ ] Notes is no longer maintained in
Book-Entry Form, the Auction Rate on such series for any Interest Period commencing after
the delivery of definitive notes representing such series pursuant to Section 17 hereof
shall equal the Maximum Rate on the Business Day immediately preceding the first day of such
subsequent Interest Period; or




     (b) if a Payment Default shall have occurred with respect to a series of Series [
] Notes, the Applicable Interest Rate on such series for the Interest Period commencing on
or immediately after such Payment Default, and for each Interest Period thereafter, to and
including the Interest Period, if any, during which, or commencing less than two Business
Days after, such Payment Default is cured, shall equal the Non-Payment Rate on the first day
of each such Interest Period.



     In accordance with Section 4(c)(ii) hereof, the Auction Agent shall promptly give written
notice to the Trustee and the Issuer of each Auction Rate (unless the Applicable Interest Rate is
the Non-Payment Rate or the ownership of such series is no longer maintained in Book-Entry Form)
applicable to each series of the Series [ ] Notes. The Trustee shall notify the Holders of
Series [ ] Notes of the Applicable Interest Rate with respect to each such series for each
Auction Period not later than the second Business Day of such Auction Period.



     In the event that the Auction Agent no longer determines, or fails to determine, when
required, the Applicable Interest Rate with respect to a series of Series [ ] Notes, or if,
for any reason, such manner of determination shall be held to be invalid or unenforceable, the
Applicable Interest Rate for the next succeeding Interest Period shall be the Maximum Rate. The
Maximum Rate with respect to each Interest Rate Determination Date shall be determined and
communicated by the Auction Agent in accordance with Section 6 hereof and the Auction Agent
Agreement. If the Auction Agent shall fail or refuse to determine the Maximum Rate, the Maximum
Rate shall be determined by a securities dealer appointed by the Issuer capable of making such a
determination in accordance with the provisions hereof and written notice of such determination
shall be given by such securities dealer to the Trustee.



     If the Auction Rate for a series of Series [ ] Notes is greater than the Maximum Rate,
then the Applicable Interest Rate with respect to such series for the related Interest Period will
be the Maximum Rate. The excess of the amount of interest that would have accrued on the Series [
] Notes at the Auction Rate over the amount of interest actually accrued at the Maximum Rate
will accrue as the Carry-Over Amount. Such determination of the Carry-Over Amount shall be made
separately for each series of Series [ ] Notes. Each Carry-Over Amount shall bear interest
for each Interest Period calculated at a rate equal to One-Month LIBOR (as determined by the
Auction Agent on the related Interest Rate Determination Date, provided the Trustee has received
notice of One-Month LIBOR from the Auction Agent, and, if the Trustee shall not have received such
notice from the Auction Agent, then as determined by the Trustee on such date) from the Interest
Payment Date for the Interest Period with respect to which such Carry-Over Amount was calculated,
until paid. Any payment in respect of Carry-Over Amount shall be applied, first, to any accrued
interest payable thereon and thereafter in reduction of such Carry-Over Amount. For purposes of
this [ ] Supplemental Indenture, the Indenture and



15









 




the Series [ ] Notes, any reference to “principal” or “interest” herein and therein
shall not include, within the meaning of such words, any Carry-Over Amount or any interest accrued
on any Carry-Over Amount. Such Carry-Over Amount shall be separately calculated for each Series [
] Note of such series by the Trustee during such Interest Period in sufficient time for the
Trustee to give notice to each Holder of such Carry-Over Amount as required in the next succeeding
sentence. On the Interest Payment Date for an Interest Period with respect to which such
Carry-Over Amount has been calculated by the Trustee, the Trustee shall give written notice to each
Holder of the Carry-Over Amount applicable to such Holder’s Series [ ] Note, which written
notice may accompany the payment of interest (if made by check made to each such Holder on such
Interest Payment Date) or otherwise shall be mailed on such Interest Payment Date by first-class
mail, postage prepaid, to each such Holder at such Holder’s address as it appears on the
registration books maintained by the Note Registrar. Such notice shall state, in addition to such
Carry-Over Amount, that, unless and until a Series [ ] Note has been redeemed under the
Indenture (after which all accrued Carry-Over Amount with respect to such Series [ ] Note,
and all accrued interest thereon, that remains unpaid shall be canceled and no Carry-Over Amount,
or interest accrued thereon, shall be paid with respect to such Series [ ] Note), (i) the
Carry-Over Amount (and interest accrued thereon) shall be paid by the Trustee on the first
occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (A) the
Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and
(B) moneys are available pursuant to the terms of the Indenture to pay such Carry-Over Amount (and
interest accrued thereon), and (ii) interest shall accrue on the Carry-Over Amount at a per annum
rate equal to One-Month LIBOR until such Carry-Over Amount is paid in full or is canceled.




     The Carry-Over Amount (and interest accrued thereon) on Outstanding Series [ ] Notes
of a series shall be paid by the Trustee on the first occurring Interest Payment Date for a
subsequent Interest Period with respect to such series if and to the extent that (i) the Eligible
Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (ii)
moneys in the Collection Fund and the Surplus Fund are available on the Monthly Calculation Date
immediately preceding the month in which such Interest Payment Date occurs, for transfer to the
Interest Account for such purpose in accordance with Sections 4.06 and 4.08 of the Indenture, after
taking into account all other amounts payable from the Collection Fund and the Surplus Fund in
accordance with such Sections on such Monthly Calculation Date. At least three days prior to any
Interest Payment Date, the Trustee shall notify the Auction Agent, in writing, if, and to the
extent, there are available funds in the Collection Fund and Surplus Fund, and of any unpaid
Carry-Over Amount plus interest accrued thereon at One-Month LIBOR that the Trustee intends to pay
on such next Interest Payment Date. Any Carry-Over Amount (and any interest accrued thereon) with
respect to any Series [ ] Note which is unpaid as of the Maturity of such Series [
] Note shall be paid to the Holder thereof on the date of such Maturity to the extent that moneys
are available therefor in accordance with the provisions of the preceding clause (ii); provided,
however, that any Carry-Over Amount (and any interest accrued thereon) which is not so paid on the
date of such Maturity shall be canceled with respect to such Series [ ] Note on the date of
such Maturity and shall not be paid on any succeeding Interest Payment Date. The Trustee shall
notify the Auction Agent, in writing at least three days prior to any Interest Payment Date, of the
maturity or redemption of any such Series [ ] Note, at which time the Auction Agent shall
cease to determine the Carry-Over Amount with respect to any Series [ ] Note so maturing or
redeemed. To the extent that any portion of the



16









 




Carry-Over Amount (and any interest accrued thereon) remains unpaid after payment of a portion
thereof, such unpaid portion shall be paid in whole or in part as required hereunder until fully
paid by the Trustee on the next occurring Interest Payment Date(s), as necessary, for the
subsequent Interest Period(s), if and to the extent that the conditions in the first sentence of
this paragraph are satisfied. On any Interest Payment Date(s) on which the Trustee pays less than
all of the Carry-Over Amount (and any interest accrued thereon) with respect to a Series [
] Note, the Trustee shall give written notice in the manner set forth in the immediately preceding
paragraph to the Holder of such Series [ ] Note of the Carry-Over Amount remaining unpaid
on such Series [ ] Note.




     The Interest Payment Date on which any Carry-Over Amount (or any interest accrued thereon) for
a series of Series [ ] Notes shall be paid shall be determined by the Trustee in accordance
with the provisions of the immediately preceding paragraph, and the Trustee shall make payment of
the Carry-Over Amount (and any interest accrued thereon) in the same manner as it pays interest on
the Series [ ] Notes on an Interest Payment Date.



     Section 4. Determining the Applicable Interest Rate. By purchasing Series [ ] Notes,
whether in an Auction or otherwise, each purchaser of the Series [ ] Notes, or its
Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (a) to participate in
Auctions on the terms described herein; (b) to have its Beneficial Ownership Interest in the Series
[ ] Notes maintained at all times in Book Entry Form for the account of its Participant,
which in turn will maintain records of such Beneficial Ownership Interest; (c) to authorize such
Participant to disclose to the Auction Agent such information with respect to such Beneficial
Ownership Interest as the Auction Agent may request; (d) that a Sell Order placed by an Existing
Holder will constitute an irrevocable offer to sell the principal amount of the Series [ ]
Notes specified in such Sell Order; (e) that a Bid placed by an Existing Holder will constitute an
irrevocable offer to sell the principal amount, or a lesser principal amount, of the Series [
] Notes specified in such Bid if the rate specified in such Bid is greater than, or in some cases
equal to, the Applicable Interest Rate, determined as described herein; and (f) that a Bid placed
by a Potential Holder will constitute an irrevocable offer to purchase the amount, or a lesser
principal amount, of the Series [ ] Notes specified in such Bid if the rate specified in
such Bid is, respectively, less than or equal to the Applicable Interest Rate, determined as set
forth herein.



     So long as the ownership of a series of Series [ ] Notes is maintained in Book-Entry
Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of
Series [ ] Notes of such series only pursuant to a Bid or Sell Order placed in an Auction
or otherwise sell, transfer or dispose of Series [ ] Notes through a Broker-Dealer,
provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder,
its Broker-Dealer or its Participant advises the Auction Agent of such transfer. Auctions shall be
conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following
manner (such procedures to be applicable separately to each series of the Series [ ]
Notes):



17









 





     (a) Submission by Existing Holders and Potential Holders to a Broker-Dealer.




     (i) Prior to the Submission Deadline on each Auction Date:




     (A) each Existing Holder of Series [ ] Notes may submit to a
Broker-Dealer by telephone or otherwise any information as to:




     (1) the Principal Amount of Outstanding Series [ ]
Notes, if any, owned by such Existing Holder which such Existing
Holder desires to continue to hold without regard to the Auction Rate
for the next succeeding Auction Period;




     (2) the Principal Amount of Outstanding Series [ ]
Notes, if any, which such Existing Holder offers to sell if the
Auction Rate for the next succeeding Auction Period shall be less
than the rate per annum specified by such Existing Holder; and/or




     (3) the Principal Amount of Outstanding Series [ ]
Notes, if any, owned by such Existing Holder which such Existing
Holder offers to sell without regard to the Auction Rate for the next
succeeding Auction Period; and




     (B) one or more Broker-Dealers may contact Potential Holders to
determine the Principal Amount of Series [ ] Notes which each
Potential Holder offers to purchase, if the Auction Rate for the next
succeeding Auction Period shall not be less than the rate per annum
specified by such Potential Holder.




     For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (A) or (B) of this paragraph (i) is herein
referred to as an “Order,” and each Existing Holder and each Potential
Holder placing an Order is herein referred to as a “Bidder”; an Order
described in clause (A)(1) is herein referred to as a “Hold Order”; an Order
described in clauses (A)(2) and (B) is herein referred to as a “Bid”; and an
Order described in clause (A)(3) is herein referred to as a “Sell Order.”




     (ii) (A) Subject to the provisions of Section 4(b) hereof, a Bid by an
Existing Holder shall constitute an irrevocable offer to sell:




     (1) the Principal Amount of Outstanding Series [ ] Notes
specified in such Bid if the Auction Rate determined as provided in
this Section 4 shall be less than the rate specified therein; or




     (2) such Principal Amount, or a lesser Principal Amount of
Outstanding Series [ ] Notes to be determined as



18









 






set forth in Section 4(d)(i)(D) hereof, if the Auction Rate
determined as provided in this Section 4 shall be equal to the rate
specified therein; or




     (3) such Principal Amount, or a lesser Principal Amount of
Outstanding Series [ ] Notes to be determined as set forth in
Section 4(d)(ii)(C) hereof, if the rate specified therein shall be
higher than the Maximum Rate and Sufficient Bids have not been made.




     (B) Subject to the provisions of Section 4(b) hereof, a Sell Order by
an Existing Holder shall constitute an irrevocable offer to sell:




     (1) the Principal Amount of Outstanding Series [ ] Notes
specified in such Sell Order; or




     (2) such Principal Amount, or a lesser Principal Amount of
Outstanding Series [ ] Notes determined as set forth in
Section 4(d)(ii)(C) hereof, if Sufficient Bids have not been made.




     (C) Subject to the provisions of Section 4(b) hereof, a Bid by a
Potential Holder shall constitute an irrevocable offer to purchase:




     (1) the Principal Amount of Outstanding Series [ ] Notes
specified in such Bid if the Auction Rate determined as provided in
this Section 4 shall be higher than the rate specified in such Bid;
or




     (2) such Principal Amount, or a lesser Principal Amount of
Outstanding Series [ ] Notes determined as set forth in
Section 4(d)(i)(E) hereof, if the Auction Rate determined as provided
in this Section 4 shall be equal to the rate specified in such Bid.



     (b) Submission by Broker-Dealer to the Auction Agent.




     (i) Each Broker-Dealer shall submit in writing to the Auction Agent prior to
the Submission Deadline on each Auction Date all Orders obtained by such
Broker-Dealer and shall specify with respect to each such Order:




     (A) the name of the Bidder placing such Order;




     (B) the aggregate Principal Amount of Series [ ] Notes that are
the subject of such Order;




     (C) to the extent that such Bidder is an Existing Holder:



19









 






     (1) the Principal Amount of Series [ ] Notes, if any,
subject to any Hold Order placed by such Existing Holder;




     (2) the Principal Amount of Series [ ] Notes, if any,
subject to any Bid placed by such Existing Holder and the rate
specified in such Bid; and




     (3) the Principal Amount of Series [ ] Notes, if any,
subject to any Sell Order placed by such Existing Holder; and




     (D) to the extent such Bidder is a Potential Holder, the rate specified
in such Potential Holder’s Bid.




     (ii) If any rate specified in any Bid contains more than three figures to the
right of the decimal point, the Auction Agent shall round such rate up to the next
highest .001%.




     (iii) If an Order or Orders covering all Outstanding Series [ ] Notes
owned by an Existing Holder is not submitted to the Auction Agent prior to the
Submission Deadline, the Auction Agent shall deem a Hold Order to have been
submitted on behalf of such Existing Holder covering the Principal Amount of
Outstanding Series [ ] Notes owned by such Existing Holder and not subject
to an Order submitted to the Auction Agent.




     (iv) Neither the Issuer, the Trustee nor the Auction Agent shall be responsible
for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf
of any Existing Holder or Potential Holder.




     (v) If any Existing Holder submits through a Broker-Dealer to the Auction Agent
one or more Orders covering in the aggregate more than the Principal Amount of
Outstanding Series [ ] Notes owned by such Existing Holder, such Orders
shall be considered valid as follows and in the following order of priority:




     (A) All Hold Orders shall be considered valid, but only up to the
aggregate Principal Amount of Outstanding Series [ ] Notes held by
such Existing Holder, and if the aggregate Principal Amount of Series [
] Notes subject to such Hold Orders exceeds the aggregate Principal
Amount of Series [ ] Notes held by such Existing Holder, the
aggregate Principal Amount of Series [ ] Notes subject to each such
Hold Order shall be reduced pro rata so that the aggregate Principal Amount
of Series [ ] Notes subject to such Hold Order equals the aggregate
Principal Amount of Outstanding Series [ ] Notes owned by such
Existing Holder.




     (B) (1) any Bid shall be considered valid up to an amount equal to
the excess of the Principal Amount of Outstanding Series [ ]
Notes owned by such Existing Holder over the aggregate



20









 






Principal Amount of Series [ ] Notes subject to any Hold
Order referred to in clause (A) of this paragraph (v);




     (1) subject to subclause (1) of this clause (B), if more than
one Bid with the same rate is submitted on behalf of such Existing
Holder and the aggregate Principal Amount of Outstanding Series [
] Notes subject to such Bids is greater than such excess, such
Bids shall be considered valid up to and including an amount equal to
such excess, and the stated amount of Outstanding Series [ ]
Notes subject to each Bid with the same rate shall be reduced pro
rata to cover the stated amount of Outstanding Series [ ]
Notes equal to such excess;




     (2) subject to subclauses (1) and (2) of this clause (B), if
more than one Bid with different rates are submitted on behalf of
such Existing Holder, such Bids shall be considered valid first in
the ascending order of their respective rates until the highest rate
is reached at which such excess exists and then at such rate up to
the amount of such excess; and




     (3) in any such event, the amount of Outstanding Series [
] Notes, if any, subject to Bids not valid under this clause (B)
shall be treated as the subject of a Bid by a Potential Holder at the
rate therein specified; and




     (C) All Sell Orders shall be considered valid up to an amount equal to
the excess of the Principal Amount of Outstanding Series [ ] Notes
held by such Existing Holder over the aggregate Principal Amount of Series [
] Notes subject to valid Hold Orders referred to in clause (A) of
this paragraph (v) and valid Bids referred to in clause (B) of this
paragraph (v).




     (vi) If more than one Bid for Series [ ] Notes is submitted on behalf
of any Potential Holder, each Bid submitted shall be a separate Bid with the rate
and Principal Amount therein specified.




     (vii) Any Bid or Sell Order submitted by an Existing Holder covering an
aggregate Principal Amount of Series [ ] Notes not equal to an Authorized
Denomination shall be rejected and shall be deemed a Hold Order. Any Bid submitted
by a Potential Holder covering an aggregate Principal Amount of Series [ ]
Notes not equal to an Authorized Denomination shall be rejected.




     (viii) Any Bid submitted by an Existing Holder or a Potential Holder specifying
a rate lower than the All Hold Rate shall be treated as a Bid specifying the All
Hold Rate, and any such Bid shall be considered as valid and shall be selected in
the ascending order of the respective rates in the Submitted Bids.



21









 






     (ix) An Existing Holder that offers to purchase additional Series [ ]
Notes is, for purposes of such offer, treated as a Potential Holder.




     (x) Any Bid specifying a rate higher than the Maximum Interest Rate will (A) be
treated as a Sell Order if submitted by an Existing Holder and (B) not be accepted
if submitted by a Potential Holder.



     (c)   Determination of Sufficient Bids, Auction Rate and Winning Bid Rate.




     (i) Not earlier than the Submission Deadline on each Auction Date, the Auction
Agent shall assemble all valid Orders submitted or deemed submitted to it by the
Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer
being herein referred to individually as a “Submitted Hold Order,” a “Submitted Bid”
or a “Submitted Sell Order,” as the case may be, or as a “Submitted Order,” and
collectively as “Submitted Hold Orders,” “Submitted Bids” or “Submitted Sell
Orders,” as the case may be, or as “Submitted Orders”) and shall determine:




     (A) the excess of the total Principal Amount of Outstanding Series [
] Notes over the sum of the aggregate Principal Amount of Outstanding
Series [ ] Notes subject to Submitted Hold Orders (such excess being
herein referred to as the “Available Series [ ] Notes”), and




     (B) from the Submitted Orders whether:




     (1) the aggregate Principal Amount of Outstanding Series [
] Notes subject to Submitted Bids by Potential Holders specifying
one or more rates equal to or lower than the Maximum Interest Rate
exceeds or is equal to the sum of:




     (2) the aggregate Principal Amount of Outstanding Series [
] Notes subject to Submitted Bids by Existing Holders specifying
one or more rates higher than the Maximum Interest Rate, and




     (3) the aggregate Principal Amount of Outstanding Series [
] Notes subject to Submitted Sell Orders;




(in the event such excess or such equality exists, other than because the
sum of the Principal Amount of Series [ ] Notes in subclauses (2)
and (3) above is zero because all of the Outstanding Series [ ]
Notes are subject to Submitted Hold Orders, such Submitted Bids described in
subclause (1) above shall be referred to collectively as “Sufficient Bids”);
and




     (C) if Sufficient Bids exist, the Winning Bid Rate, which shall be the
lowest rate specified in such Submitted Bids such that if:



22









 






     (1) (y) each such Submitted Bid from Existing Holders specifying
such lowest rate and (z) all other Submitted Bids from Existing
Holders specifying lower rates were rejected (thus entitling such
Existing Holders to continue to own the Principal Amount of Series [
] Notes subject to such Submitted Bids); and




     (2) (y) each such Submitted Bid from Potential Holders
specifying such lowest rate and (z) all other Submitted Bids from
Potential Holders specifying lower rates were accepted;




the result would be that such Existing Holders described in
subclause (1) above would continue to own an aggregate Principal
Amount of Outstanding Series [ ] Notes which, when added to
the aggregate Principal Amount of Outstanding Series [ ]
Notes to be purchased by such Potential Holders described in
subclause (2) above, would equal not less than the Available Series [
] Notes.




     (ii) Promptly after the Auction Agent has made the determinations pursuant to
Section 4(c)(i) hereof, the Auction Agent shall advise the Trustee, the
Broker-Dealers and the Issuer of the Maximum Auction Rate, the Maximum Interest
Rate, the All Hold Rate, One-Month LIBOR and the Applicable LIBOR-Based Rate and the
components thereof on the Auction Date and, based on such determinations, the
Auction Rate for the next succeeding Interest Period as follows:




     (A) if Sufficient Bids exist, that the Auction Rate for the next
succeeding Interest Period shall be equal to the Winning Bid Rate so
determined;




     (B) if Sufficient Bids do not exist (other than because all of the
Outstanding Series [ ] Notes are subject to Submitted Hold Orders),
that the Auction Rate for the next succeeding Interest Period shall be equal
to the Maximum Rate; or




     (C) if all Outstanding Series [ ] Notes are subject to
Submitted Hold Orders, that the Auction Rate for the next succeeding
Interest Period shall be equal to the All Hold Rate.




Promptly after the Auction Agent has determined the Auction Rate, the Auction Agent will
determine and advise the Trustee of the Applicable Interest Rate, which shall not exceed the
Maximum Rate.




     If for any Interest Period the Auction Rate exceeds the Maximum Rate, the Applicable
Interest Rate for such Interest Period shall equal the Maximum Rate. If the Maximum Auction
Rate is less than the Auction Rate, the Applicable Interest Rate will be the Maximum Auction
Rate. If the Auction Agent has not received Sufficient Bids



23









 






(other than because all of the Outstanding Series [ ] Notes are subject to
Submitted Hold Orders), the Applicable Interest Rate will be the Maximum Rate. In any of
the cases described above, Submitted Orders will be accepted or rejected and the Auction
Agent will take such other action as described below in subparagraph (ii) of Section 4(d)
hereof.




     (d) Acceptance and Rejection of Submitted Bids and Submitted Sell Orders. Existing
Holders shall continue to own the Principal Amount of Series [ ] Notes that are
subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section
4(c)(i) hereof, Submitted Bids and Submitted Sell Orders shall be accepted or rejected, and
the Auction Agent shall take such other action as described below:




     (i) if Sufficient Bids have been made, all Submitted Sell Orders shall be
accepted and, subject to the provisions of paragraphs (iv) and (v) of this Section
4(d), Submitted Bids shall be accepted or rejected as follows in the following order
of priority, and all other Submitted Bids shall be rejected:




     (A) Existing Holders’ Submitted Bids specifying any rate that is higher
than the Winning Bid Rate shall be accepted, thus requiring each such
Existing Holder to sell the aggregate Principal Amount of Series [ ]
Notes subject to such Submitted Bids;




     (B) Existing Holders’ Submitted Bids specifying any rate that is lower
than the Winning Bid Rate shall be rejected, thus entitling each such
Existing Holder to continue to own the aggregate Principal Amount of Series
[ ] Notes subject to such Submitted Bids;




     (C) Potential Holders’ Submitted Bids specifying any rate that is lower
than the Winning Bid Rate shall be accepted, thus requiring such Potential
Owner to purchase the aggregate Principal Amount of Series [ ] Notes
subject to such Submitted Bid;




     (D) Each Existing Holders’ Submitted Bid specifying a rate that is
equal to the Winning Bid Rate shall be rejected, thus entitling such
Existing Holder to continue to own the aggregate Principal Amount of Series
[ ] Notes subject to such Submitted Bid, unless the aggregate
Principal Amount of Outstanding Series [ ] Notes subject to all such
Submitted Bids shall be greater than the Principal Amount of Series [
] Notes (the “Remaining Principal Amount”) equal to the excess of the
Available Series [ ] Notes over the aggregate Principal Amount of
Series [ ] Notes subject to Submitted Bids described in clauses (B)
and (C) of this Section 4(d)(i), in which event such Submitted Bid of such
Existing Holder shall be rejected in part, and such Existing Holder shall be
entitled to continue to own the Principal Amount of Series [ ] Notes
subject to such Submitted Bid, but only in an amount equal to the aggregate
Principal Amount of Series [ ] Notes obtained by multiplying the
Remaining Principal Amount by a fraction, the numerator



24









 






of which shall be the Principal Amount of Outstanding Series [
] Notes owned by such Existing Holder subject to such Submitted Bid and the
denominator of which shall be the sum of the Principal Amount of Outstanding
Series [ ] Notes subject to such Submitted Bids made by all such
Existing Holders that specified a rate equal to the Winning Bid Rate; and




     (E) Each Potential Holder’s Submitted Bid specifying a rate that is
equal to the Winning Bid Rate shall be accepted, but only in an amount equal
to the Principal Amount of Series [ ] Notes obtained by multiplying
the excess of the aggregate Principal Amount of Available Series [ ]
Notes over the aggregate Principal Amount of Series [ ] Notes
subject to Submitted Bids described in clauses (B), (C) and (D) of this
Section 4(d)(i) by a fraction, the numerator of which shall be the aggregate
Principal Amount of Outstanding Series [ ] Notes subject to such
Submitted Bid and the denominator of which shall be the sum of the Principal
Amount of Outstanding Series [ ] Notes subject to Submitted Bids
made by all such Potential Holders that specified a rate equal to the
Winning Bid Rate.




     (ii) If Sufficient Bids have not been made (other than because all of the
Outstanding Series [ ] Notes are subject to Submitted Hold Orders), subject
to the provisions of Section 4(d)(iv) hereof, Submitted Orders shall be accepted or
rejected as follows in the following order of priority and all other Submitted Bids
shall be rejected:




     (A) Existing Holders’ Submitted Bids specifying any rate that is equal
to or lower than the Maximum Rate shall be rejected, thus entitling such
Existing Holders to continue to own the aggregate Principal Amount of Series
[ ] Notes subject to such Submitted Bids;




     (B) Potential Holders’ Submitted Bids specifying any rate that is equal
to or lower than the Maximum Rate shall be accepted, thus requiring each
Potential Holder to purchase the aggregate Principal Amount of Series [
] Notes subject to such Submitted Bids; and




     (C) each Existing Holder’s Submitted Bid specifying any rate that is
higher than the Maximum Rate and each Existing Holder’s Submitted Sell Order
shall be accepted, thus entitling each Existing Holder that submitted any
such Submitted Bid or Submitted Sell Order to sell the Series [ ]
Notes subject to such Submitted Bid or Submitted Sell Order, but in both
cases only in an amount equal to the aggregate Principal Amount of Series [
] Notes obtained by multiplying the aggregate Principal Amount of
Series [ ] Notes subject to Submitted Bids described in clause (B)
of this Section 4(d)(ii) by a fraction, the numerator of which shall be the
aggregate Principal Amount of Outstanding Series [ ] Notes owned by
such Existing Holder subject



25









 






to such Submitted Bid or Submitted Sell Order and the denominator of
which shall be the aggregate Principal Amount of Outstanding Series [
] Notes subject to all such Submitted Bids and Submitted Sell Orders.




     (iii) If all Outstanding Series [ ] Notes are subject to Submitted Hold
Orders, all Submitted Bids shall be rejected.




     (iv) If, as a result of the procedures described in paragraph (i) or (ii) of
this Section 4(d), any Existing Holder would be entitled or required to sell, or any
Potential Holder would be entitled or required to purchase, a Principal Amount of
Series [ ] Notes that is not equal to an Authorized Denomination, the
Auction Agent shall, in such manner as in its sole discretion it shall determine,
round up or down the Principal Amount of Series [ ] Notes to be purchased or
sold by any Existing Holder or Potential Holder so that the Principal Amount of
Series [ ] Notes purchased or sold by each Existing Holder or Potential
Holder shall be equal to an Authorized Denomination.




     (v) If, as a result of the procedures described in paragraph (i) of this
Section 4(d), any Potential Holder would be entitled or required to purchase less
than an Authorized Denomination of Series [ ] Notes, the Auction Agent
shall, in such manner as in its sole discretion it shall determine, allocate Series
[ ] Notes for purchase among Potential Holders so that only Series [
] Notes in Authorized Denominations are purchased by any Potential Holder, even if
such allocation results in one or more of such Potential Holders not purchasing any
Series [ ] Notes.




     (e) Based on the result of each Auction, the Auction Agent shall determine the
aggregate Principal Amount of Series [ ] Notes to be purchased and the aggregate
Principal Amount of Series [ ] Notes to be sold by Potential Holders and Existing
Holders on whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect
to each Broker-Dealer, to the extent that such aggregate Principal Amount of Series [
] Notes to be sold differs from such aggregate Principal Amount of Series [ ] Notes
to be purchased, determine to which other Broker-Dealer or Broker-Dealers acting for one or
more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or
Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case
may be, Series [ ] Notes.




     (f) Any calculation by the Auction Agent, the Issuer or the Trustee, as applicable, of
the Applicable Interest Rate, the Applicable LIBOR-Based Rate, the Maximum Auction Rate, the
Maximum Interest Rate, the All Hold Rate and the Non-Payment Rate shall, in the absence of
manifest error, be binding on all other parties.




     (g) Notwithstanding anything in this [ ] Supplemental Indenture to the
contrary notwithstanding, no Auction will be held on any Auction Date hereunder during the
continuance of a Payment Default (or on the next Business Day after a Payment Default is
cured) or if the Series [ ] Notes are no longer in Book-Entry-Form.



26









 






     (h) The Issuer shall not, and shall not cause (or, to the extent within its control,
permit) any affiliate to, submit any Order (other than a Sell Order) in any Auction.



     Section 5. Determination of Payment Defaults and Payment of Auction Agent and Broker-Dealer
Fees.




     (a) The Trustee shall determine, not later than 2:00 p.m., New York City time, on the
Business Day next preceding each Interest Payment Date, whether a Payment Default has
occurred. If a Payment Default has occurred, the Trustee shall, not later than 2:15 p.m.,
New York City time, on such Business Day, send a notice thereof in substantially the form of
Exhibit C hereto to the Auction Agent by telecopy or similar means and, if such Payment
Default is cured, the Trustee shall immediately send a notice in substantially the form of
Exhibit D hereto to the Auction Agent by telecopy or similar means.




     (b) Not later than 12:00 noon, New York City time, on each Interest Payment Date, the
Issuer shall pay to the Auction Agent, in immediately available funds out of amounts
available therefor in the Administration Fund, an amount equal to the Auction Agent Fee and
the Broker-Dealer Fee as calculated in accordance with the Auction Agent Agreement. The
Issuer shall, from time to time at the request of the Auction Agent, reimburse the Auction
Agent for its reasonable expenses as provided in the Auction Agent Agreement, such expenses
to be paid out of amounts available therefor in the Administration Fund.



     Section 6. Calculation of Various Rates. The Auction Agent shall calculate the Maximum
Auction Rate, the All Hold Rate and the Applicable LIBOR-Based Rate on each Auction Date and shall
notify the Issuer, Trustee and the Broker-Dealers of the Maximum Auction Rate, the Maximum Interest
Rate, the All Hold Rate and the Applicable LIBOR-Based Rate, all as provided in the Auction Agent
Agreement. If the ownership of the Series [ ] Notes is no longer maintained in Book-Entry
Form by the Securities Depository, the Trustee, in consultation with the Market Agent, shall
calculate the Maximum Rate on the Business Day immediately preceding the first day of each Interest
Period after the delivery of definitive Series [ ] Notes pursuant to Section 17 hereof. If
a Payment Default shall have occurred, the Trustee, in consultation with the Market Agent, shall
calculate the Non-Payment Rate on the Interest Rate Determination Date for (a) each Interest Period
commencing after the occurrence and during the continuance of such Payment Default and (b) any
Interest Period commencing less than two Business Days after the cure of any Payment Default. The
Auction Agent shall determine the Applicable LIBOR-Based Rate for each Interest Period other than
the first Interest Period; provided that if the ownership of the Series [ ] Notes is no
longer maintained in Book-Entry Form, or if a Payment Default has occurred, then the Trustee shall
determine the Applicable LIBOR-Based Rate for each such Interest Period.



     For any Interest Period for which any Carry-Over Amount exists, the Auction Agent shall
calculate One-Month LIBOR.



27









 





     The Issuer shall determine on each Auction Date whether the Net Loan Rate Restriction Period
is applicable for the next Auction Period and, if it is, the Issuer shall notify the Trustee, the
Auction Agent and the Broker-Dealers of such event. If the Net Loan Rate Restriction Period is
applicable for an Auction Period, the Issuer shall calculate the Net Loan Rate, the Adjusted
Student Loan Portfolio Rate of Return and the Program Expense Percentage and shall notify the
Trustee, the Auction Agent and the Broker-Dealers of such calculations.



     Section 7. Notification of Rates, Amounts and Payment Dates.




     \
(a) By 10:00 a.m., New York City time, on each Regular Record Date with respect to the
Series [ ] Notes, the Trustee shall determine the aggregate amounts of interest
distributable on the next succeeding Interest Payment Date to the Beneficial Owners of each
series thereof.




     (b) As soon as practicable prior to each Interest Payment Date with respect to the
Series [ ] Notes, the Trustee shall:




     (i) confirm with the Auction Agent, so long as no Payment Default has occurred
and is continuing and the ownership of the Series [ ] Notes is maintained in
Book-Entry Form by the Securities Depository, (A) the date of such next Interest
Payment Date and (B) the amount payable to the Auction Agent on such Interest
Payment Date pursuant to Section 5(b) hereof;




     (ii) advise the Securities Depository, so long as the ownership of the Series [
] Notes is maintained in Book-Entry Form by the Securities Depository, upon
request, of the aggregate amount of interest, and the aggregate amount (if any) of
Carry-Over Amount and interest thereon, distributable on the next succeeding
Interest Payment Date to the Beneficial Owners of each series thereof; and




     (iii) pursuant to Section 3 hereof, advise the Holders of each series of Series
[ ] Notes of any Carry-Over Amount accruing on such series.



     Section 8. Auction Agent.




     (a) The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent
for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the
Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with the Bank
of New York, as the Initial Auction Agent. Any Substitute Auction Agent shall be (i) a
bank, national banking association or trust company duly organized under the laws of the
United States of America or any state or territory thereof having its principal place of
business in the Borough of Manhattan, New York, or such other location as approved by the
Trustee in writing and having a combined capital stock or surplus of at least [
], or (ii) a member of the National Association of Securities Dealers, Inc., having a
capitalization of at least [ ], and, in either case, authorized by law to
perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The
Auction Agent may at any time resign and be discharged of the duties and obligations created
by this [ ] Supplemental Indenture by giving at least 90



28









 






days’ notice to the Trustee, each Market Agent and the Issuer. The Auction Agent may
be removed at any time by the Trustee upon the written direction of an Authorized Officer of
the Issuer or the Holders of 66-2/3% of the aggregate Principal Amount of the Series [ ] A
Notes then Outstanding (or, if there shall be no Series [ ]A Notes Outstanding, the
Holders of 66-2/3% of the aggregate Principal Amount of the Series [ ]B Notes), and
if by such Holders, by an instrument signed by such Holders or their attorneys and filed
with the Auction Agent, the Issuer and the Trustee upon at least 90 days’ notice. Neither
resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall
be effective unless and until a Substitute Auction Agent has been appointed and has accepted
such appointment. However, if a Substitute Auction Agent shall not have been appointed
within 60 days from the date of a notice of resignation, the resigning Auction Agent may
petition any court of competent jurisdiction for the appointment of a Substitute Auction
Agent. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered
into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may
terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each
Market Agent and the Issuer in writing that it has not received payment of any Auction Agent
Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent
does not receive such payment.




     (b) If the Auction Agent shall resign or be removed or be dissolved, or if the property
or affairs of the Auction Agent shall be taken under the control of any state or federal
court or administrative body because of bankruptcy or insolvency, or for any other reason,
an Authorized Officer of the Issuer in consultation with the Market Agent, shall use its
best efforts to appoint a Substitute Auction Agent.




     (c) The Auction Agent is acting as agent for the Issuer in connection with Auctions.
In the absence of bad faith, negligent failure to act or negligence on its part, the Auction
Agent shall not be liable for any action taken, suffered or omitted or any error of judgment
made by it in the performance of its duties under the Auction Agent Agreement and shall not
be liable for any error of judgment made in good faith unless the Auction Agent shall have
been negligent in ascertaining (or failing to ascertain) the pertinent facts.




     (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b)
of the Auction Agent Agreement, the Auction Agent shall give notice thereof to the Trustee
in accordance with the Auction Agent Agreement.



     Section 9. Broker-Dealers.




     (a) The Auction Agent will enter into a Broker-Dealer Agreement with UBS PaineWebber
Inc., as the initial Broker-Dealer. An Authorized Officer of the Issuer may, from time to
time, approve one or more additional persons to serve as Broker-Dealers under Broker-Dealer
Agreements and shall be responsible for providing such Broker-Dealer Agreements to the
Trustee and the Auction Agent.



29









 






     (b) Any Broker-Dealer may be removed at any time, at the request of an Authorized
Officer of the Issuer, but there shall, at all times, be at least one Broker-Dealer
appointed and acting as such with respect to each series of Series [ ] Notes.



     Section 10. Changes in Auction Period or Periods. While any of the Series [ ] Notes
are Outstanding, the Issuer may, from time to time, convert the length of one or more Auction
Periods (an “Auction Period Adjustment”), in order to conform with then current market practice
with respect to similar securities or to accommodate economic and financial factors that may affect
or be relevant to the length of the Auction Period and the Applicable Interest Rate borne by any
series of the Series [ ] Notes. The Issuer shall not initiate an Auction Period Adjustment
unless it shall have received, not less than 10 days nor more than 20 days prior to the Auction
Period Adjustment, the written consent of the applicable Market Agent, which consent shall not be
unreasonably withheld. The Issuer shall initiate the Auction Period Adjustment by giving written
notice by Issuer Order to the Trustee, the Auction Agent, the applicable Market Agent and the
Securities Depository in substantially the form of, or containing substantially the information
contained in, Exhibit E hereto at least ten days prior to the Auction Date for such Auction Period.



     Any such adjusted Auction Period shall not be less than seven days nor more than one year.



     An Auction Period Adjustment shall take effect only (a) if the Trustee and the Auction Agent
receive, by 11:00 a.m., New York City time, on the Business Day before the Auction Date for the
first such Auction Period, an Issuer Certificate in substantially the form attached as, or
containing substantially the same information contained in, Exhibit F hereto, authorizing the
Auction Period Adjustment specified in such certificate along with written confirmation that a
Rating Agency Confirmation has been obtained with respect to such Auction Period Adjustment, and
(b) Sufficient Bids exist as of the Auction on the Auction Date for such first Auction Period. If
the condition referred to in (a) above is not met, the Applicable Interest Rate for the next
Auction Period shall be determined pursuant to the provisions of Sections 4 through 9 hereof and
the Auction Period shall be the Auction Period determined without reference to the proposed change.
If the condition referred to in (a) is met but the condition referred to in (b) above is not met,
the Applicable Interest Rate for the next Auction Period shall be the Maximum Rate, and in either
case the Auction Period shall be the Auction Period determined without reference to the proposed
change.



     In connection with any Auction Period Adjustment, the Auction Agent shall provide such further
notice to such parties as is specified in Section 2.5 of the Auction Agent Agreement.



     Section 11. Changes in the Auction Date. The applicable Market Agent, with the written
consent of an Authorized Officer of the Issuer, may specify an earlier Auction Date (but in no
event more than five Business Days earlier) than the Auction Date that would otherwise be
determined in accordance with the definition of “Auction Date” in Section 1 of this [
] Supplemental Indenture with respect to one or more specified Auction Periods for one or more
series of Series [ ] Notes in order to conform with then current market practice with
respect to similar securities or to accommodate economic and financial factors that may affect or
be



30









 




relevant to the day of the week constituting an Auction Date and the Applicable Interest Rate
borne by the Series [ ] Notes of such series. The applicable Market Agent shall deliver a
written request for consent to such change in the Auction Date to the Issuer not less than three
days nor more than twenty days prior to the effective date of such change. The applicable Market
Agent shall provide notice of its determination to specify an earlier Auction Date for one or more
Auction Periods by means of a written notice delivered at least three days prior to the proposed
changed Auction Date to the Trustee, the Auction Agent, the Issuer and the Securities Depository.
Such notice shall be substantially in the form of, or contain substantially the information
contained in, Exhibit G hereto.




     In connection with any change described in this Section, the Auction Agent shall provide such
further notice to such parties as is specified in Section 2.5 of the Auction Agent Agreement.



     Section 12. Additional Provisions Regarding the Applicable Interest Rate. The determination
of each Applicable Interest Rate by the Auction Agent or any other Person pursuant to the
provisions of the applicable Section of this [ ] Supplemental Indenture shall be
conclusive and binding on the Holders of the series of Series [ ] Notes to which such
Applicable Interest Rate applies, and the Issuer and the Trustee may rely thereon for all purposes.



     In no event shall the cumulative amount of interest paid or payable on a series of Series [
] Notes (including interest calculated as provided herein, plus any other amounts that
constitute interest on the Series [ ] Notes of such series under applicable law, which are
contracted for, charged, reserved, taken or received pursuant to the Series [ ] Notes of
such series or related documents) calculated from the date of issuance of such series through any
subsequent day during the term of such series or otherwise prior to payment in full of the Series [
] Notes of such series exceed the amount permitted by applicable law. If the applicable
law is ever judicially interpreted so as to render usurious any amount called for under the Series
[ ] Notes of a series or related documents or otherwise contracted for, charged, reserved,
taken or received in connection with the Series [ ] Notes of such series, or if the
redemption or acceleration of the maturity of the Series [ ] Notes of such series results
in payment to or receipt by the Holder or any former Holder of the Series [ ] Notes of such
series of any interest in excess of that permitted by applicable law, then, notwithstanding any
provision of the Series [ ] Notes of such series or related documents to the contrary, all
excess amounts theretofore paid or received with respect to the Series [ ] Notes of such
series shall be credited on the Principal Amount of the Series [ ] Notes of such series
(or, if the Series [ ] Notes of such series have been paid or would thereby be paid in
full, refunded by the recipient thereof), and the provisions of the Series [ ] Notes of
such series and related documents shall automatically and immediately be deemed reformed and the
amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for under the Series [ ] Notes of such
series and under the related documents.



     Section 13. Qualifications of Market Agent. Each Market Agent shall be a member of the
National Association of Securities Dealers, Inc., have a capitalization of at least [ ]
and be authorized by law to perform all the duties imposed upon it by this [ ]



31









 




Supplemental Indenture. Any Market Agent may resign and be discharged of the duties and
obligations created by this [ ] Supplemental Indenture by giving at least 30 days’
notice to the Issuer and the Trustee, provided that such resignation shall not be effective until
the appointment of a successor market agent by the Issuer and the acceptance of such appointment by
such successor market agent. Any Market Agent may be replaced at the direction of the Issuer, by
an instrument signed by an Authorized Officer of the Issuer filed with such Market Agent and the
Trustee at least 30 days before the effective date of such replacement, provided that such
replacement shall not be effective until the appointment of a successor market agent by the Issuer
and the acceptance of such appointment by such successor market agent.




     Section 14. Purposes of Issuance of Series [ ] Notes. The Series [ ] Notes
are being issued (a) to provide funds to be used to acquire Eligible Loans, (b) to pay interest on
the Notes and Servicing Fees, Administration Fees and Note Fees, (c) to fund the Reserve Fund and
(d) to pay costs of issuing the Series [ ] Notes.



     Section 15. Deposit of Series [ ] Note Proceeds. From the proceeds derived from the
sale of the Series [ ] Notes, there shall be deposited with the Trustee:




	 	(a)  	for credit to the Acquisition Fund, an amount equal to $[ ];
	 
	 	(b)  	for credit to the Collection Fund, an amount equal to $[ ];
	 
	 	(c)  	for credit to the Administration Fund, an amount equal to $[ ]; and
	 
	 	(d)  	for credit to the Reserve Fund, an amount equal to $[ ].





     Section 16. Redemption of Series [ ] Notes. The Series [ ] Notes are subject
to redemption as provided in this Section.




     (a) Optional Redemption. Subject to compliance with Section 3.02 of the Indenture,
Outstanding Series [ ] Notes of any series may, at the option of the Issuer and from
amounts credited to the Retirement Account for such purpose, be redeemed on any Business Day
for such series, in whole or in part, at a Prepayment Price equal to 100% of the Principal
Amount of Series [ ] Notes to be so redeemed plus accrued interest thereon to the
Prepayment Date.




     (b) Mandatory Redemption. The Series [ ] Notes of any series are subject to
mandatory redemption on any Interest Payment Date from revenues deposited to the Retirement
Account of the Debt Service Fund pursuant to Section 4.07(c) of the Indenture. The Series [
] Notes of each series selected for redemption as provided in subsection (c) of this
Section shall be redeemed on the first Interest Payment Date for that series for which the
Trustee can give the required notice. The Prepayment Price will be 100% of the Principal
Amount of such Notes to be redeemed, plus accrued interest thereon to the Prepayment Date.




     The Principal Amount of Series [ ] Notes to be redeemed pursuant to this
subsection (b) from revenues deposited to the Retirement Account of the Debt Service Fund
and available for such purpose in accordance with Section 4.07(c) of the Indenture



32









 






on any Monthly Calculation Date shall be equal to the largest amount which can be
redeemed in the minimum Authorized Denomination.




     (c) Selection of Series [ ] Notes for Redemption. If less than all Outstanding
Series [ ] Notes are to be redeemed pursuant to subsections (a) or (b) of this
Section, such Principal Amounts of each series of Series [ ] Notes as the Issuer may
designate shall be selected for redemption, to the extent that the provisions of Section
3.02 of the Indenture will not be violated thereby. In the absence of valid direction by
the Issuer, the Series [ ] Notes to be redeemed will be selected first from the
Series [ ]B Notes to the extent permitted by Section 3.02 of the Indenture, and
thereafter from the Series [ ]A Notes in ascending numerical order of the series
designation.




     If less than all of the Outstanding Series [ ] Notes of a given series are to
be redeemed pursuant to this Section, the particular Series [ ] Notes to be redeemed
shall be selected by the Trustee by lot in such manner as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions of the
principal of Series [ ] Notes in an Authorized Denomination.




     The Trustee shall promptly notify the Note Registrar and any Paying Agent for the
Series [ ] Notes (in each case, if other than the Trustee) in writing of the Series
[ ] Notes selected for redemption and, in the case of any Series [ ] Note
selected for partial redemption, the Principal Amount thereof to be redeemed.




     For all purposes of the Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Series [ ] Notes shall relate, in the case
of any Series [ ] Note redeemed or to be redeemed only in part, to the portion of
the principal of such Series [ ] Note which has been or is to be redeemed.




     (d) Notice of Redemption. Notice of redemption of Series [ ] Notes pursuant to
this Section shall be given not less than thirty (30) days nor more than forty-five (45)
days prior to the Prepayment Date in accordance with the provisions of Section 3.04 of the
Indenture. In addition, the Trustee shall give notice of such redemption to the Auction
Agent pursuant to Section 2.02(a)(ii) of the Auction Agent Agreement.



     Section 17. Book-Entry Series [ ] Notes.




     (a) Subject to subsection (c) below, the Holder of all Series [ ] Notes shall
be the Securities Depository, and the Series [ ] Notes shall be registered in the
name of the nominee for the Securities Depository.




     (b) The Series [ ] Notes shall be initially issued in the form of one or more
separate, authenticated fully-registered Series [ ] Notes for each series thereof in
the aggregate Principal Amount of such series. Upon initial issuance, the ownership of each
such Series [ ] Note shall be registered in the registration books kept by the Note
Registrar in the name of the nominee of the Securities Depository. The Trustee and the
Issuer may treat the Securities Depository (or its nominee) as the sole and exclusive



33









 






owner of the Series [ ] Notes registered in its name for the purposes of (i)
payment of the principal or Prepayment Price of and interest on the Series [ ]
Notes, (ii) selecting the Series [ ] Notes or portions thereof to be redeemed, (iii)
giving any notice permitted or required to be given to Holders under the Indenture, (iv)
registering the transfer of Series [ ] Notes, and (v) obtaining any consent or other
action to be taken by Holders and for all other purposes whatsoever, and neither the Trustee
nor the Issuer shall be affected by any notice to the contrary (except as provided in
subsection (c) below). Neither the Trustee nor the Issuer shall have any responsibility or
obligation to any Participant, any Beneficial Owner of Series [ ] Notes or any other
Person claiming a Beneficial Ownership Interest in the Series [ ] Notes under or
through the Securities Depository or any Participant, or any other Person which is not shown
on the registration books of the Note Registrar as being a Holder, with respect to the
accuracy of any records maintained by the Securities Depository or any Participant, the
payment to the Securities Depository of any amount in respect of the principal or Prepayment
Price of or interest on the Series [ ] Notes; any notice which is permitted or
required to be given to Holders under the Indenture; the selection by the Securities
Depository or any Participant of any Person to receive payment in the event of a partial
redemption of the Series [ ] Notes; or any consent given or other action taken by
the Securities Depository as Holder. The Trustee shall pay all principal and Prepayment
Price of and interest on the Series [ ] Notes only to or upon the order of the
Securities Depository, and all such payments shall be valid and effective to fully satisfy
and discharge the Issuer’s obligations with respect to the principal, purchase price or
Prepayment Price of and interest on the Series [ ] Notes to the extent of the sum or
sums so paid. Except as provided in subsection (c) below, no Person other than the
Securities Depository shall receive an authenticated Series [ ] Note evidencing the
obligation of the Issuer to make payments of principal or Prepayment Price and interest
pursuant to this Indenture. Upon delivery by the Securities Depository to the Trustee of
written notice to the effect that the Securities Depository has determined to substitute a
new nominee in place of the preceding nominee, the Series [ ] Notes will be
transferable to such new nominee in accordance with subsection (f) below.




     (c) In the event the Issuer determines that it is in the best interest of the Issuer
not to continue the Book-Entry System of transfer or that the interest of the Holders might
be adversely affected if the Book-Entry System of transfer is continued, the Issuer may so
notify the Securities Depository and the Trustee, whereupon the Securities Depository will
notify the Participants of the availability through the Securities Depository of definitive
Series [ ] Notes. In such event, the Trustee shall authenticate, transfer and
exchange definitive Series [ ] Notes as requested by the Securities Depository in
appropriate amounts in accordance with subsection (f) below. The Securities Depository may
determine to discontinue providing its services with respect to the Series [ ] Notes
at any time by giving notice to the Issuer and the Trustee and discharging its
responsibilities with respect thereto under applicable law, or the Issuer may determine that
the Securities Depository is incapable of discharging its responsibilities and may so advise
the Securities Depository. In either such event, the Issuer shall either establish its own
Book-Entry System or use reasonable efforts to locate another securities depository. Under
such circumstances (if there is no successor Securities Depository), the Issuer and the
Trustee shall be obligated to deliver definitive



34









 






Series [ ] Notes as described in this Indenture and in accordance with
subsection (f) below. In the event definitive Series [ ] Notes are issued, the
provisions of the Indenture and this Supplemental Indenture shall apply to such definitive
Series [ ] Notes in all respects, including, among other things, the transfer and
exchange of such Series [ ] Notes and the method of payment of principal or
Prepayment Price of and interest on such Series [ ] Notes. Whenever the Securities
Depository requests the Issuer and the Trustee to do so, the Issuer and the Trustee will
cooperate with the Securities Depository in taking appropriate action after reasonable
notice (i) to make available one or more separate definitive Series [ ] Notes to any
Participant having Series [ ] Notes credited to its account with the Securities
Depository or (ii) to arrange for another securities depository to maintain custody of
definitive Series [ ] Notes.




     (d) Notwithstanding any other provision of the Indenture to the contrary, so long as
any Series [ ] Note is registered in the name of the nominee of the Securities
Depository, all payments with respect to the principal or Prepayment Price of and interest
on such Series [ ] Note and all notices with respect to such Series [ ] Note
shall be made and given, respectively, to the Securities Depository as provided in its
Letter of Representations.




     (e) In connection with any notice or other communication to be provided to Holders
pursuant to the Indenture by the Issuer or the Trustee or with respect to any consent or
other action to be taken by Holders, the Issuer or the Trustee, as the case may be, shall
establish a record date for such consent or other action and give the Securities Depository
notice of such record date not less than 15 calendar days in advance of such record date (or
such longer time as may be required by the Securities Depository) to the extent possible.
Such notice to the Securities Depository shall be given only when the Securities Depository
is the sole Holder.




     (f) In the event that any transfer or exchange of Series [ ] Notes is permitted
under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished
upon receipt by the Trustee from the registered Holder thereof of the Series [ ]
Notes to be transferred or exchanged and appropriate instruments of transfer to the
permitted transferee, all in accordance with the applicable provisions of the Indenture. In
the event definitive Series [ ] Notes are issued to Holders other than the nominee
of the Securities Depository, or another securities depository as Holder of all the Series [
] Notes, the provisions of the Indenture shall also apply to, among other things,
the printing of such definitive Series [ ] Notes and the methods of payment of
principal or Prepayment Price of and interest on such Series [ ] Notes.



     Section 18. Limitation on Fees.




     (a) For so long as any Series [ ] Notes shall be Outstanding, the Issuer
covenants and agrees that the Note Fees with respect to the Series [ ] Notes to be
paid, or reimbursed to the Issuer, from the Administration Fund shall not, in any year,
exceed the sum of (a) the annual fees of the Trustee, the Delaware Trustee, the Eligible
Lender Trustee and the Market Agent in effect as of the Closing Date, plus (b) the



35









 






Broker-Dealer Fees payable at the Broker-Dealer Fee Rate in effect as of the Closing
Date, plus (c) the Auction Agent Fees payable at the Auction Agent Fee Rate in effect as of
the Closing Date, unless the Issuer delivers to the Trustee a Rating Agency Confirmation
with respect to the payment or reimbursement of such additional Note Fees.




     (b) The Issuer covenants and agrees that the aggregate amount of Servicing Fees,
Administration Fees and Note Fees paid from the Administration Fund shall not, in any Fiscal
Year, exceed the sum of such fees provided for in the Cash Flows provided to each Rating
Agency on the Closing Date for the Series [ ] Notes, unless a Rating Agency
Confirmation is obtained with respect to any such excess amount.



     Section 19. Limitation on Acquisition of Alternative Loans. For so long as any Series [
] Notes shall be Outstanding, the Issuer covenants and agrees that the amounts transferred from
the Collection Fund to the Acquisition Fund during the Revolving Period for the acquisition of
Financed Student Loans shall not be used to acquire Alternative Loans unless the Issuer delivers to
the Trustee a Rating Agency Confirmation with respect to the acquisition of such Alternative Loans.



     Section 20. Certain Designations Pursuant to the Indenture.




     (a) For so long as any Series [ ] Notes shall be Outstanding, for purposes of
the Indenture:




     (i) the “Senior Asset Requirement” shall mean that, as of the date of
determination, the Senior Asset Percentage is at least equal to [ ]% and the
Subordinate Asset Percentage is at least equal to [ ]% or such lesser percentage
as permitted upon obtaining a Rating Agency Confirmation;




     (ii) the “Asset Release Requirement” shall mean that, as of the date of
determination, (A)(i) the Senior Asset Percentage is at least equal to [ ]% and
(ii) the Subordinate Asset Percentage is at least equal to [ ]% and (B) the
Aggregate Value of assets held under the Indenture, less the principal amount of all
Notes Outstanding will exceed $[ ] after release or payment; provided,
however, that if any Financed Eligible Loan shall have ceased to be an Eligible Loan
because it has lost its Guarantee as a result of marketing operations of Student
Loan Consolidation Center, LLC, or any agents thereof, and not Servicer error and
such Financed Student Loan remains in the Trust Estate as of such date of
determination (a “Non-Guaranteed Loan”), then “Asset Release Requirement” shall
mean, as of the date of determination and after release or payment, that (A) the
Aggregate Value less the sum of all accrued interest on Outstanding Senior Notes,
all accrued Issuer Swap Payments with respect to Senior Swap Agreements and all
accrued fees with respect to Senior Credit Enhancement Facilities is equal to at
least [ ]% of the principal amount of all Senior Notes Outstanding plus [ ]% of
the unpaid principal and accrued interest on the Non-Guaranteed Loans remaining in
the Trust Estate, (B) the Aggregate Value less the sum of all accrued interest on
all Outstanding Subordinate Notes, all accrued Issuer Swap Payments (other than with
respect to Junior Subordinate Swap



36









 






Agreements) and all accrued fees with respect to Credit Enhancement Facilities
(other than Junior Subordinate Credit Enhancement Facilities) is equal to at least
[ ]% of the principal amount of all Notes Outstanding plus [ ]% of the unpaid
principal and accrued interest on the Non-Guaranteed Loans remaining in the Trust
Estate and (C) the Aggregate Value of assets held under the Indenture, less the
principal amount of all Notes Outstanding will exceed $[ ] after release or
payment; or in all cases such lesser percentages or amounts as may be permitted with
a Rating Agency Confirmation.




or, in either case, such greater amount(s) as may be provided in a Supplemental
Indenture providing for the issuance of any series of Notes any of which are then
Outstanding; provided, that in connection with any proposed amendment to the
Indenture to reduce any such requirements to levels not below those set forth above,
the Holders of all Outstanding Series [ ] Notes shall be deemed to have
consented to such amendment.




     (iii) “Premium” shall mean, for the Eligible Loans acquired by the Issuer, an
amount not to exceed the aggregate premium, set forth in the Cash Flows delivered to
the Rating Agencies on the Closing Date for the Series [ ] Notes (which
premium may be changed with a Rating Agency Confirmation).




     (b) For purposes of making the deposits required by Section 4.07(a) of the Indenture
with respect to the Series [ ] Notes, for any Interest Period for which the actual
Applicable Interest Rate with respect to a series of Series [ ] Notes is not known
on the Monthly Calculation Date, such series of Series [ ] Notes shall be assumed to
bear interest at the rate determined by the Issuer and set forth in an Issuer Order.



     Section 21. Mandatory Redemption of or Distributions of Principal With Respect to Notes.




     (a) For purposes of Section 3.03 of the Indenture and subject to the provisions of
Section 3.02 of the Indenture, if less than all Outstanding Series [ ] Notes are to
be redeemed, the particular series from which Notes shall be redeemed will be determined by
the Issuer.




     (b) For purposes of Section 3.03 of the Indenture, any Supplemental Indenture pursuant
to which any series of Notes is issued may provide that amounts transferred to the
Retirement Account for the mandatory redemption of, or distribution of principal with
respect to, Notes shall be applied to such series of Notes, or any portions thereof, either
prior to or after the application of such amounts to the Series [ ] Notes, or shall
be allocated between such series of Notes and the Series [ ] Notes in any other
manner. This Section shall not alter the limitation set forth in Section 3.02 of the
Indenture.



     Section 22. List of Non-Business Days. The Trustee shall provide to the Auction Agent on the
Closing Date, and on each January 1 thereafter and upon any change in the state in which



37









 




the Trustee’s Principal Office is located, a list of all legal holidays in the state in which
the Principal Office of the Trustee is located during the ensuing calendar year.




     Section 23. [Reserved].



     Section 24. Certain Findings, Determinations and Designations. The Issuer hereby finds and
determines as follows:




     (a) This [ ] Supplemental Indenture supplements the Indenture, constitutes
and is a “Supplemental Indenture” within the meaning of such term as defined and used in the
Indenture and is executed under and pursuant to the Indenture.




     (b) The Series [ ]A Notes constitute, and are hereby designated as, “Senior
Notes” within the meaning of the term as defined and used in the Indenture, and the Series [
]B Notes constitute, and are hereby designated as, “Subordinate Notes” within the
meaning of the term as defined and used in the Indenture.




     (c) Upon receipt of the proceeds of the sale of the Series [ ] Notes, (i) the
revenues and other moneys and property pledged under the Indenture will not be encumbered by
any lien or charge thereon or pledge thereof, other than the lien and charge thereon and
pledge thereof created by the Indenture for the payment and security of the Notes and (ii)
there will not be outstanding any bonds, notes or other evidences of indebtedness payable
from and secured by a lien on or pledge or charge upon the revenues and other moneys and
property pledged under the Indenture.




     (d) There does not exist an “Event of Default,” within the meaning of such term as
defined in the Indenture, which is continuing, nor does there exist any condition which,
after the passage of time, would constitute such an “Event of Default.”



     Section 25. Governing Law. This [ ] Supplemental Indenture shall be governed by
and be construed in accordance with the laws of the State of New York without giving effect to the
conflicts-of-laws principles thereof.



     Section 26. Headings. The headings or titles of the several sections hereof shall be solely
for convenience of reference and shall not affect the meaning or construction, interpretation or
effect of this [ ] Supplemental Indenture.



     Section 27. Severability. If any provision of this [ ] Supplemental Indenture
shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases
because it conflicts with any provisions of any constitution or statute or rule of public policy,
or for any other reason, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable to any extent
whatever.



38









 





     The invalidity of any one or more phrases, sentences, clauses or paragraphs in this [
] Supplemental Indenture contained shall not affect the remaining portions of this [
] Supplemental Indenture or part thereof.



     Section 28. Counterparts. This [ ] Supplemental Indenture may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.



     Section 29. Effect of [ ] Supplemental Indenture. Upon the execution and
delivery of this [ ] Supplemental Indenture, the Indenture shall be supplemented in
accordance herewith, and this [ ] Supplemental Indenture shall form a part of the
Indenture for all purposes and every Holder of Notes hereafter authenticated and delivered and
Other Beneficiary under the Indenture shall be bound hereby.



39









 





     IN WITNESS WHEREOF, the parties hereto have caused this [ ] Supplemental
Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.



	 	 	 	 	 	 
	 	 	HIGHER EDUCATION FUNDING I	 
	 
	 	 	 	 	 
	

	 	By
	 	The Bank of New York (Delaware),
not in its individual capacity but solely as Delaware Trustee	 
	 
	 	 	 	 	 
	

	 	By	 	 	 
	

	 	 	 	 	 
	

	 	Name	 	 	 
	

	 	 	 	 	 
	

	 	Title	 	 	 
	

	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 
	 
	 	 	 	 	 
	

	 	By	 	 	 
	

	 	 	 	 	 
	

	 	Name	 	 	 
	

	 	 	 	 	 
	

	 	Title	 	 	 
	

	 	 	 	 	 






40









 






EXHIBIT A




FORM OF SERIES [ ]A NOTES




     Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange,
or payment, and any Note issued is registered in the name of CEDE & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to CEDE & Co. or to such
other entity as is requested by an authorized representative of DTC), any transfer, pledge, or
other use hereof for value or otherwise by or to any person is wrongful inasmuch as the Registered
Owner hereof, CEDE & Co., has an interest herein.



Student Loan Asset-Backed Note

Senior Series [ ]A-__




	 	 	 
	No. R-___

	 	$___






	 	 	 	 	 	 	 
	Stated Maturity Date	 	Date of Original Issue	 	Interest Rate	 	CUSIP
	 
	

	 	 	 	Auction Rate  __________

	 
	 	 	 	 	 	 
	Registered Holder:

	 	CEDE & Co.	 	 	 	 
	Principal Amount:
	 	 	 	 	 	 








     For Value Received, Higher Education Funding I, a Delaware business trust (the “Issuer”, which
term includes any successor under the Indenture hereinafter referred to), acknowledges itself
indebted and hereby promises to pay to the Registered Holder specified above, or registered assigns
(the “Registered Holder”), but solely from the revenues and receipts hereinafter specified and not
otherwise, the Principal Amount specified above on the Stated Maturity Date specified above
(subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender
of this note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for
the Series [ ] Notes (as hereinafter defined), or a duly appointed successor Paying Agent,
and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter
specified and not otherwise, to the Registered Holder hereof from the date hereof until the payment
of said Principal Amount has been made or duly provided for, payable on each Interest Payment Date
and at Maturity, at the Applicable Interest Rate (as hereinafter described), and at the same rate
per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue
installments of interest. Payment of interest on this note on each regularly scheduled Interest
Payment Date shall be made by check or draft drawn upon the Paying Agent and mailed to the person
who is the Registered Holder hereof as of 5:00 p.m. on the applicable Regular Record Date at the
address of such Registered Holder as it appears on the Note Register maintained by the Note
Registrar, or, if the Registered Holder of this note is the Holder of Series [ ] Notes in
the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal
Amount of Series [ ] Notes is outstanding, the Holder of all outstanding Series [ ]
Notes), at the direction of the Registered Holder received by the Paying Agent by 5:00 p.m. on the
last Business Day preceding the applicable



 









 




Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds
to an account designated by the Registered Holder. In addition, interest on this note is payable
at the Maturity hereof in the same manner as the principal hereof, unless the date of such Maturity
is a regularly scheduled Interest Payment Date, in which event interest is payable in the manner
set forth in the preceding sentence. Any interest not so timely paid or duly provided for (herein
referred to as “Defaulted Interest”) shall cease to be payable to the person who is the Registered
Holder hereof at the close of business on the Regular Record Date and shall be payable to the
person who is the Registered Holder hereof at the close of business on a Special Record Date for
the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee
whenever moneys become available for payment of the Defaulted Interest, and notice of the Special
Record Date shall be given to the Registered Holder hereof not less than ten days prior thereto by
first-class mail to the Registered Holder hereof as shown on the Note Register on a date selected
by the Trustee, stating the date of the special record date and the date fixed for the payment of
such defaulted interest. The principal of, premium, if any, and interest on this note are payable
in lawful money of the United States of America.




     This note is one of an authorized issue of Notes, issued and to be issued by the Issuer in one
or more series pursuant to an Indenture of Trust, dated as of January 1, 2004 (as supplemented and
amended, the “Indenture”), from the Issuer and The Bank of New York, as eligible lender trustee, to
The Bank of New York, as Trustee (the “Trustee,” which term includes any successor trustee under
the Indenture), as supplemented by a [ ] Supplemental Indenture of Trust, dated as of
[ ] (the “[ ] Supplemental Indenture”), between the Issuer and the
Trustee. As provided in the Indenture, the Notes are issuable in series which may vary as in the
Indenture provided or permitted. This note is one of a series of Senior Notes issued under the
Indenture and the [ ] Supplemental Indenture (collectively referred to herein as the
“Series [ ]A Notes”). The Series [ ]A Notes are issued simultaneously with a
series of Subordinate Notes (the “Series [ ]B Notes” and, together with the Series [
]A Notes, collectively referred to herein as the “Series [ ] Notes”).



     Reference is hereby made to the Indenture, copies of which are on file in the principal
corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder
of this note by his acceptance hereof hereby assents, for definitions of terms; the description of
and the nature and extent of the security for the Notes and Other Obligations secured thereunder;
the student loan acquisition program being financed by the issuance of the Notes; the revenues and
other moneys pledged to the payment of the principal of and premium, if any, and interest on the
Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the
conditions upon which Notes may be issued or Other Obligations may be incurred by the Issuer
thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or
Subordinate Obligations; the conditions upon which the Indenture may be amended or supplemented
with or without the consent of the Holders of the Notes; the rights and remedies of the Registered
Holder hereof with respect hereto and thereto, including the limitations upon the right of a
Registered Holder hereof to institute any suit, action or proceeding in equity or at law with
respect hereto and thereto; the rights, duties and obligations of the Issuer and the Trustee
thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants
made therein may be discharged at or prior to the maturity or redemption of this note, and this
note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder;
and for the other terms and provisions thereof. Terms used with initial



 









 




capital letters but not defined in this note have the respective meanings given such terms in
the Indenture. The Series [ ]A Notes are being issued as, and will constitute, Senior
Notes under the Indenture. The Series [ ]B Notes are being issued as, and will constitute,
Subordinate Notes under the Indenture.




     The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the
Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts
pledged under the Indenture including, but not limited to, payments of principal and interest made
by obligors of Financed Student Loans and available Note proceeds.



     Interest payable on this note shall be computed on the basis of a 365-day year for the number
of days actually elapsed, except that for any leap year, such calculation with respect to an
Interest Payment Date occurring after January 1 of such year through December 31 of such year shall
be computed on the basis of a 366-day year and accrue daily from the date hereof, and is payable on
each regularly scheduled Interest Payment Date prior to the Maturity hereof and at the Maturity
hereof. The interest payable on each Interest Payment Date for this note shall be that interest
which has accrued through the last day of the last complete Interest Period immediately preceding
the Interest Payment Date or, in the case of the Maturity hereof, the last day preceding the date
of such Maturity. The Applicable Interest Rate shall be effective as of and on the first day
(whether or not a Business Day) of the applicable Interest Period and be in effect thereafter
through the end of such Interest Period.



     The unpaid principal amount hereof from time to time outstanding shall bear interest at an
Applicable Interest Rate, payable on each Interest Payment Date and at the Maturity hereof such
interest to accrue from the later of the date hereof or the date through which interest has been
paid or duly provided for.



     The Interest Period, the Applicable Interest Rate, the method of determining the Applicable
Interest Rate on each of the Series [ ] Notes and the Auction Procedures related thereto,
an Auction Period Adjustment, a change in the Auction Date and the Interest Payment Dates will be
determined in accordance with the terms, conditions and provisions of the [ ]
Supplemental Indenture and the Auction Agent Agreement, to which terms, conditions and provisions
specific reference is hereby made, and all of which terms, conditions and provisions are hereby
specifically incorporated herein by reference.



     By purchasing Series [ ] Notes, whether in an Auction or otherwise, each purchaser of
the Series [ ] Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase
to have agreed (a) to participate in Auctions on the terms described in the [ ]
Supplemental Indenture, (b) to have its Beneficial Ownership Interest in the Series [ ]
Notes maintained at all times in Book-Entry Form for the account of its Participant, which in turn
will maintain records of such Beneficial Ownership Interest, and (c) to authorize such Participant
to disclose to the Auction Agent such information with respect to such Beneficial Ownership
Interest as the Auction Agent may request. So long as the ownership of Series [ ] Notes is
maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer
or otherwise dispose of Series [ ] Notes only pursuant to a Bid or Sell Order placed in an
Auction or otherwise sell, transfer or dispose of Series [ ] Notes through a



 









 




Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions,
such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such
transfer.




     The determination of the Applicable Interest Rate by the Auction Agent or any other authorized
Person pursuant to the provisions of the [ ] Supplemental Indenture shall be
conclusive and binding on the Holders of the Series [ ] Notes to which such Applicable
Interest Rate applies, and the Issuer and the Trustee may rely thereon for all purposes.



     Notwithstanding any provision of this note to the contrary, in no event shall the cumulative
amount of interest paid or payable on this note (including interest calculated as provided herein,
plus any other amounts that constitute interest on this note under applicable law, which are
contracted for, charged, reserved, taken or received pursuant to this note or related documents)
calculated from the date of issuance of this note through any subsequent day during the term of
this note or otherwise prior to payment in full of this note exceed the amount permitted by
applicable law. If the applicable law is ever judicially interpreted so as to render usurious any
amount called for under this note or related documents or otherwise contracted for, charged,
reserved, taken or received in connection with this note, or if the redemption or acceleration of
the Maturity of this note results in payment to or receipt by the Registered Holder or any former
Registered Holder hereof of any interest in excess of that permitted by applicable law, then
notwithstanding any provision of this note or related documents to the contrary all excess amounts
theretofore paid or received with respect to this note shall be credited on the principal balance
of this note (or, if this note has been paid or would thereby be paid in full, refunded by the
recipient thereof), and the provisions of this note and related documents shall immediately be
deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without
the necessity of the execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for under this note and under the
related documents.



     Subject to compliance with the provisions of the Indenture relating to certain asset
requirements, Outstanding Series [ ] Notes of any series shall be redeemed, in part, on the
first regularly scheduled Interest Payment Date for such series for which notice can be given in
accordance with the requirements of the [ ] Supplemental Indenture, at a redemption
price equal to 100% of the principal amount of Series [ ] Notes of such series so redeemed,
from revenues deposited in the Retirement Account of the Debt Service Fund.



     Subject to compliance with the provisions of the Indenture relating to certain asset
requirements and certain other requirements, Outstanding Series [ ] Notes may, at the
option of the Issuer, be redeemed on any Business Day, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.



     If not all Series [ ] Notes are to be redeemed, the particular Series [ ]
Notes to be redeemed are to be selected as provided in the Indenture and the [ ]
Supplemental Indenture.



     Notice of redemption shall be given by first-class mail mailed not less than 30 days before
the redemption date to each Holder of Series [ ] Notes to be redeemed at his last address
appearing on the Note Register; but no defect in or failure to give such notice of



 









 




redemption shall affect the validity of proceedings for redemption of any Note not affected by
such defect or failure. All Series [ ] Notes so called for redemption will cease to bear
interest on such Redemption Date, provided funds for their redemption have been duly deposited,
and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not
be deemed Outstanding thereunder.




     It is provided in the [ ] Supplemental Indenture that Series [ ] Notes of
a denomination larger than [ ] may be redeemed in part ([ ] or a multiple
thereof) and that upon any partial redemption of any such Series [ ] Note the same shall be
surrendered in exchange for one or more new Notes of the same series in authorized form for the
unredeemed portion of principal.



     If provision is made for the payment of principal of and premium, if any, and interest on this
note in accordance with the Indenture, this note shall no longer be deemed Outstanding under the
Indenture, shall cease to be entitled to the benefits of the Indenture and shall thereafter be
payable solely from the funds provided for such payment.



     If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under
certain circumstances, shall be declared due and payable in the manner and with the effect provided
in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes and Other Beneficiaries under the Indenture at any time by the Issuer with, among other
things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes
at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of
the aggregate principal amount of Subordinate Notes at the time Outstanding, if affected thereby.
The Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Senior Notes at the time Outstanding or Other Senior Beneficiaries or, if
no Senior Obligations are Outstanding, the Holders of specified percentages in aggregate principal
amount of the Subordinate Notes at the time Outstanding or Other Subordinate Beneficiaries, on
behalf of the Holders of all the Notes, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered
Holder of this note and upon all future Registered Holders hereof and of any Note issued in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this note.



     The Issuer may require payment by the Registered Holder hereof of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or
exchange of this note, other than certain exchanges specifically exempted under the Indenture and
not involving any transfer.



     The Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and
any other agent of the Issuer may treat the Person in whose name this note is registered on the
Note Register as the absolute owner hereof for all purposes, whether or not this note is overdue,
and neither the Issuer, the Trustee, any Paying Agent, any Authenticating Agent, the Note Registrar
nor any other such agent shall be affected by notice to the contrary.



 









 





     It Is Hereby Certified, Recited, Covenanted and Declared that all acts, conditions and things
required to have happened, to exist and to have been performed precedent to and in the issuance of
this note have happened, do exist, and have been performed in regular and due time, form and manner
as so required.



     This note shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Indenture until the Certificate of Authentication hereon shall have
been signed by the Trustee or by the Authenticating Agent by the manual signature of one of its
authorized representatives.



     It is expressly understood and agreed by the holder hereof that (a) the Indenture and this
note each is executed and delivered by The Bank of New York (Delaware), not individually or
personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it; (b) each of the representations, undertakings and agreement
in the Indenture and this note made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by The Bank of New York (Delaware) but is made and
intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and
this note shall be construed as creating any liability on The Bank of New York (Delaware),
individually or personally, to perform any covenant either expressed or implied contained in the
Indenture and this note, all such liability, if any, being expressly waived by the holder hereof
and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances
shall The Bank of New York (Delaware) be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any obligations, representation,
warranty or covenant made or undertaken by the Issuer under the Indenture, this note or the other
Basic Documents.



     IN WITNESS WHEREOF, the Issuer has caused this note to be executed in its name by the manual
signature of its [_________].



	 	 	 	 	 	 
	 	 	HIGHER EDUCATION FUNDING I	 
	 
	 	 	 	 	 
	

	 	By
	 	The Bank of New York (Delaware), not in its
individual capacity but solely as Delaware Trustee	 
	 
	 	 	 	 	 
	

	 	By	 	 	 
	

	 	 	 	 	 
	

	 	Name	 	 	 
	

	 	 	 	 	 
	

	 	Title	 	 	 
	

	 	 	 	 	 






CERTIFICATE OF AUTHENTICATION




     This note is one of the Notes of the series designated therein and issued under the provisions
of the within-mentioned Indenture.



 









 





	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 
	 
	 	 	 	 	 
	

	 	By	 	 	 
	

	 	 	 	 	 
	

	 	Name	 	 	 
	

	 	 	 	 	 
	

	 	Title	 	 	 
	

	 	 	 	 	 






ASSIGNMENT




     For Value Received the undersigned hereby sells, assigns and transfers unto
___the within Note and irrevocably appoints ___,
attorney-in-fact, to transfer the within Note on the books kept for registration thereof, with full
power of substitution in the premises.



     Dated:                                                             



	 	 	 
	Please Insert Social Security or
	 	 
	Other Identifying Number of Assignee

	 	

	

	 	Notice: The signature to this
	

	 	assignment must correspond with the
	

	 	name as it appears upon the face of
	

	 	the within Note in every particular,
	


	 	without any alteration whatsoever.






Signature Guaranteed:








 









 





EXHIBIT B




FORM OF SERIES [ ]B NOTES




     Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange,
or payment, and any Note issued is registered in the name of CEDE & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to CEDE & Co. or to such
other entity as is requested by an authorized representative of DTC), any transfer, pledge, or
other use hereof for value or otherwise by or to any person is wrongful inasmuch as the Registered
Owner hereof, CEDE & Co., has an interest herein.



Student Loan Asset-Backed Note

Subordinate Series [ ]B-1





	 	 	 
	No. R-___

	 	$___






	 	 	 	 	 	 	 
	Stated Maturity Date	 	Date of Original Issue	 	Interest Rate	 	CUSIP
	 
	

	 	 	 	Auction Rate  __________

	 
	 	 	 	 	 	 
	Registered Holder:

	 	CEDE & Co.	 	 	 	 
	Principal Amount:
	 	 	 	 	 	 







     For Value Received, Higher Education Funding I, a Delaware business trust (the “Issuer,” which
term includes any successor under the Indenture hereinafter referred to), acknowledges itself
indebted and hereby promises to pay to the registered holder specified above, or registered assigns
(the “Registered Holder”), but solely from the revenues and receipts hereinafter specified and not
otherwise, the Principal Amount specified above on the Stated Maturity Date specified above
(subject to the right of prior redemption hereinafter mentioned), upon presentation and surrender
of this note at the Principal Office of the Trustee (as hereinafter defined), as Paying Agent for
the Series [ ] Notes (as hereinafter defined), or a duly appointed successor Paying Agent,
and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter
specified and not otherwise, to the Registered Holder hereof from the date hereof until the payment
of said Principal Amount has been made or duly provided for, payable on each Interest Payment Date
and at Maturity, at the Applicable Interest Rate (as hereinafter described), and at the same rate
per annum (to the extent that the payment of such interest shall be legally enforceable) on overdue
installments of interest. Payment of interest on this note on each regularly scheduled Interest
Payment Date shall be made by check or draft drawn upon the Paying Agent and mailed to the person
who is the Registered Holder hereof as of 5:00 p.m. on the applicable Regular Record Date at the
address of such Registered Holder as it appears on the Note Register maintained by the Note
Registrar, or, if the Registered Holder of this note is the Registered Holder of Series [ ]
Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in
Principal Amount of Series [ ] Notes is outstanding, the Holder of all outstanding Series [
] Notes), at the direction of such Registered Holder received by the Paying Agent by 5:00
p.m. on the last Business Day preceding



 









 




the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately
available funds to an account designated by such Registered Holder. In addition, interest on this
note is payable at the Maturity hereof in the same manner as the principal hereof, unless the date
of such Maturity is a regularly scheduled Interest Payment Date, in which event interest is payable
in the manner set forth in the preceding sentence. Any interest not so timely paid or duly
provided for (herein referred to as “Defaulted Interest”) shall cease to be payable to the person
who is the Registered Holder hereof at the close of business on the Regular Record Date and shall
be payable to the person who is the Registered Holder hereof at the close of business on a Special
Record Date for the payment of any such defaulted interest. Such Special Record Date shall be
fixed by the Trustee whenever moneys become available for payment of the Defaulted Interest, and
notice of the Special Record Date shall be given to the Registered Holder hereof not less than ten
days prior thereto by first-class mail to such Registered Holder as shown on the Note Register on a
date selected by the Trustee, stating the date of the special record date and the date fixed for
the payment of such defaulted interest. The principal of, premium, if any, and interest on this
note are payable in lawful money of the United States of America.




     This note is one of an authorized issue of Notes, issued and to be issued by the Issuer in one
or more series pursuant to an Indenture of Trust, dated as of January 1, 2004 (as supplemented and
amended, the “Indenture”), from the Issuer and The Bank of New York, as eligible lender trustee, to
The Bank New York, as Trustee (the “Trustee,” which term includes any successor trustee under the
Indenture), as supplemented by a [ ] Supplemental Indenture of Trust, dated as of [
] (the “[ ] Supplemental Indenture”), between the Issuer and the Trustee.
As provided in the Indenture, the Series [ ] Notes are issuable in series which may vary as
in the Indenture provided or permitted. This note is one of a series of Subordinate Notes issued
under the Indenture and the [ ] Supplemental Indenture (the “Series [ ]B
Notes”). The Series [ ]B Notes are issued simultaneously with multiple series of Senior
Notes (the “Series [ ]A Notes” and, together with the Series [ ]B Notes,
collectively referred to herein as the “Series [ ] Notes”).



     Reference is hereby made to the Indenture, copies of which are on file in the principal
corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder
of this note by his acceptance hereof hereby assents, for definitions of terms; the description of
and the nature and extent of the security for the Notes and Other Obligations secured thereunder;
the student loan acquisition program being financed by the issuance of the Notes; the revenues and
other moneys pledged to the payment of the principal of and premium, if any, and interest on the
Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the
conditions upon which Notes may be issued or Other Obligations may be incurred by the Issuer
thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or
Subordinate Obligations; the conditions upon which the Indenture may be amended or supplemented
with or without the consent of the Holders of the Notes; the rights and remedies of the Registered
Holder hereof with respect hereto and thereto, including the limitations upon the right of a
Registered Holder hereof to institute any suit, action or proceeding in equity or at law with
respect hereto and thereto; the rights, duties and obligations of the Issuer and the Trustee
thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants
made therein may be discharged at or prior to the maturity or redemption of this note, and this
note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder;
and for the other terms and provisions thereof. Terms used with initial



 









 




capital letters but not defined in this note have the respective meanings given such terms in
the Indenture. The Series [ ]A Notes are being issued as, and will constitute, Senior
Notes under the Indenture. The Series [ ]B Notes are being issued as, and will constitute,
Subordinate Notes under the Indenture.




     The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the
Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts
pledged under the Indenture including, but not limited to, payments of principal and interest made
by obligors of Financed Student Loans and available Note proceeds.



     The Series [ ]B Notes constitute Subordinate Notes under the Indenture which are
subordinated in right of payment, the direction of remedies and certain other matters in accordance
with the terms of the Indenture to the rights of the Holders of Senior Notes issued from time to
time under the Indenture (including, without limitation, the Series [ ]A Notes) and Other
Senior Beneficiaries thereunder (except termination payments due under swap agreements as a result
of swap counterparty default). A failure to pay principal of and premium, if any, or interest on
this Subordinate Note will not constitute an Event of Default under the Indenture if any Senior
Obligation is Outstanding.



     Interest payable on this note shall be computed on the basis of a 365-day year for the number
of days actually elapsed, except that for any leap year such calculation with respect to an
Interest Payment Date occurring after January 1 of such year through December 31 of such year shall
be computed on the basis of a 366-day year and accrue daily from the date hereof (on the basis of a
365 or 366-day year, as applicable), and is payable on each regularly scheduled Interest Payment
Date prior to the Maturity hereof and at the Maturity hereof. The interest payable on each
Interest Payment Date for this note shall be that interest which has accrued through the last day
of the last complete Interest Period immediately preceding the Interest Payment Date or, in the
case of the Maturity hereof, the last day preceding the date of such Maturity. The Applicable
Interest Rate shall be effective as of and on the first day (whether or not a Business Day) of the
applicable Interest Period and be in effect thereafter through the end of such Interest Period.



     The unpaid principal amount hereof from time to time outstanding shall bear interest at an
Applicable Interest Rate, payable on each Interest Payment Date and at the Maturity hereof such
interest to accrue from the later of the date hereof or the date through which interest has been
paid or duly provided for.



     The Interest Period, the Applicable Interest Rate, the method of determining the Applicable
Interest Rate on each of the Series [ ] Notes and the Auction Procedures related thereto,
an Auction Period Adjustment, a change in the Auction Date and the Interest Payment Dates will be
determined in accordance with the terms, conditions and provisions of the [ ]
Supplemental Indenture and the Auction Agent Agreement, to which terms, conditions and provisions
specific reference is hereby made, and all of which terms, conditions and provisions are hereby
specifically incorporated herein by reference.



     By purchasing Series [ ] Notes, whether in an Auction or otherwise, each purchaser of
the Series [ ] Notes, or its Broker-Dealer, must agree and shall be deemed by such



 









 




purchase to have agreed (a) to participate in Auctions on the terms described in the [
] Supplemental Indenture, (b) to have its Beneficial Ownership Interest of the Series [
] Notes maintained at all times in Book-Entry Form for the account of its Participant, which in
turn will maintain records of such Beneficial Ownership Interest, and (c) to authorize such
Participant to disclose to the Auction Agent such information with respect to such Beneficial
Ownership Interest as the Auction Agent may request. So long as the ownership of Series [
] Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell,
transfer or otherwise dispose of Series [ ] Notes only pursuant to a Bid or Sell Order
placed in an Auction or otherwise sell, transfer or dispose of Series [ ] Notes through a
Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such
Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer.




     The determination of the Applicable Interest Rate by the Auction Agent or any other authorized
Person pursuant to the provisions of the [ ] Supplemental Indenture shall be
conclusive and binding on the Holders of the Series [ ] Notes to which such Applicable
Interest Rate applies, and the Issuer and the Trustee may rely thereon for all purposes.



     Notwithstanding any provision of this note to the contrary, in no event shall the cumulative
amount of interest paid or payable on this note (including interest calculated as provided herein,
plus any other amounts that constitute interest on this note under applicable law, which are
contracted for, charged, reserved, taken or received pursuant to this note or related documents)
calculated from the date of issuance of this note through any subsequent day during the term of
this note or otherwise prior to payment in full of this note exceed the amount permitted by
applicable law. If the applicable law is ever judicially interpreted so as to render usurious any
amount called for under this note or related documents or otherwise contracted for, charged,
reserved, taken or received in connection with this note, or if the redemption or acceleration of
the Maturity of this note results in payment to or receipt by the Registered Holder or any former
Registered Holder hereof of any interest in excess of that permitted by applicable law, then
notwithstanding any provision of this note or related documents to the contrary all excess amounts
theretofore paid or received with respect to this note shall be credited on the principal balance
of this note (or, if this note has been paid or would thereby be paid in full, refunded by the
recipient thereof), and the provisions of this note and related documents shall immediately be
deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without
the necessity of the execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for under this note and under the
related documents.



     Subject to compliance with the provisions of the Indenture relating to certain asset
requirements, Outstanding Series [ ] Notes of any series shall be redeemed, in part, on the
first regularly scheduled Interest Payment Date for such series for which notice can be given in
accordance with the requirements of the [ ] Supplemental Indenture, at a redemption
price equal to 100% of the principal amount of Series [ ] Notes of such series so redeemed,
from revenues deposited in the Retirement Account of the Debt Service Fund.



     Subject to compliance with the provisions of the Indenture relating to certain asset
requirements and certain other requirements, Outstanding Series [ ] Notes may, at the
option



 









 




of the Issuer, be redeemed on any Business Day, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.




     If not all Series [ ] Notes are to be redeemed, the particular Series [ ]
Notes to be redeemed are to be selected as provided in the Indenture and the [ ]
Supplemental Indenture.



     Notice of redemption shall be given by first-class mail mailed not less than 30 days before
the redemption date to each Holder of Series [ ] Notes to be redeemed at his last address
appearing on the Note Register; but no defect in or failure to give such notice of redemption shall
affect the validity of proceedings for redemption of any Note not affected by such defect or
failure. All Series [ ] Notes so called for redemption will cease to bear interest on such
Redemption Date, provided funds for their redemption have been duly deposited, and, except for the
purpose of payment, shall no longer be protected by the Indenture and shall not be deemed
Outstanding thereunder.



     It is provided in the [ ] Supplemental Indenture that Series [ ] Notes of
a denomination larger than [ ] may be redeemed in part ([ ] or a multiple
thereof) and that upon any partial redemption of any such Series [ ] Note the same shall be
surrendered in exchange for one or more new Notes of the same series in authorized form for the
unredeemed portion of principal.



     If provision is made for the payment of principal of and premium, if any, and interest on this
note in accordance with the Indenture, this note shall no longer be deemed Outstanding under the
Indenture, shall cease to be entitled to the benefits of the Indenture and shall thereafter be
payable solely from the funds provided for such payment.



     If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under
certain circumstances, shall be declared due and payable in the manner and with the effect provided
in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes and Other Beneficiaries under the Indenture at any time by the Issuer with, among other
things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes
at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of
the aggregate principal amount of Subordinate Notes at the time Outstanding, if affected thereby.
The Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Senior Notes at the time Outstanding or Other Senior Beneficiaries or, if
no Senior Obligations are Outstanding, the Holders of specified percentages in aggregate principal
amount of the Subordinate Notes at the time Outstanding or Other Subordinate Beneficiaries, on
behalf of the Holders of all the Notes, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered
Holder of this note and upon all future Registered Holders hereof and of any Note issued in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this note.



 









 





     The Issuer may require payment by the Registered Holder hereof of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or
exchange of this note, other than certain exchanges specifically exempted under the Indenture and
not involving any transfer.



     The Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and
any other agent of the Issuer may treat the Person in whose name this note is registered on the
Note Register as the absolute owner hereof for all purposes, whether or not this note is overdue,
and neither the Issuer, the Trustee, any Paying Agent, any Authenticating Agent, the Note Registrar
nor any other such agent shall be affected by notice to the contrary.



     It Is Hereby Certified, Recited, Covenanted and Declared that all acts, conditions and things
required to have happened, to exist and to have been performed precedent to and in the issuance of
this note have happened, do exist, and have been performed in regular and due time, form and manner
as so required.



     This note shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Indenture until the Certificate of Authentication hereon shall have
been signed by the Trustee or by the Authenticating Agent by the manual signature of one of its
authorized representatives.



     It is expressly understood and agreed by the holder hereof that (a) the Indenture and this
note each is executed and delivered by The Bank of New York (Delaware), not individually or
personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it; (b) each of the representations, undertakings and agreement
in the Indenture and this note made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by The Bank of New York (Delaware) but is made and
intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and
this note shall be construed as creating any liability on The Bank of New York (Delaware),
individually or personally, to perform any covenant either expressed or implied contained in the
Indenture and this note, all such liability, if any, being expressly waived by the holder hereof
and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances
shall The Bank of New York (Delaware) be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any obligations, representation,
warranty or covenant made or undertaken by the Issuer under the Indenture, this note or the other
Basic Documents.



     IN WITNESS WHEREOF, the Issuer has caused this note to be executed in its name by the manual
signature of its [___].



 









 





	 	 	 	 	 
	 	 	HIGHER EDUCATION FUNDING I
	 
	 	 	 	 
	

	 	By
	 	The Bank of New York (Delaware), not in its
	

	 	 	 	individual capacity but solely as Delaware
	

	 	 	 	Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title	 	 
	

	 	 	 	 






CERTIFICATE OF AUTHENTICATION




     This note is one of the Notes of the series designated therein and issued under the provisions
of the within-mentioned Indenture.



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title	 	 
	

	 	 	 	 






ASSIGNMENT




     For Value Received the undersigned hereby sells, assigns and transfers unto
___the within Note and irrevocably appoints ___,
attorney-in-fact, to transfer the within Note on the books kept for registration thereof, with full
power of substitution in the premises.



     Dated:                                                             



	 	 	 
	Please Insert Social Security or
	 	 
	Other Identifying Number of Assignee

	 	

	

	 	Notice: The signature to this
	

	 	assignment must correspond with the
	

	 	name as it appears upon the face of
	

	 	the within Note in every particular,
	


	 	without any alteration whatsoever.






Signature Guaranteed:



                                                            



 









 





EXHIBIT C




NOTICE OF A PAYMENT DEFAULT




HIGHER EDUCATION FUNDING I

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES

[SENIOR SERIES [ ]A-__]

[SUBORDINATE SERIES [ ]B-1]




     Notice Is Hereby Given that a Payment Default has occurred and not been cured with respect to
the Notes identified above. Determination of the Applicable Interest Rate pursuant to the Auction
Procedures will be suspended. The Applicable Interest Rate on each series of the Series [
] Notes for each Auction Period commencing after the date of Payment Default with respect thereto
will equal the Non-Payment Rate, as it is determined by the Trustee on the first day of such
Auction Period until ___.



     Terms used herein have the meanings set forth in the [ ] Supplemental Indenture
of Trust relating to the above-referenced Notes.



     Dated:                                                             



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title	 	 
	

	 	 	 	 






 









 






EXHIBIT D




NOTICE OF CURE OF PAYMENT DEFAULT




HIGHER EDUCATION FUNDING I

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES

[SENIOR SERIES [ ]A-__]

[SUBORDINATE SERIES [ ]B-1]




     Notice Is Hereby Given that a Payment Default with respect to the Notes identified above has
been waived or cured. The next Interest Payment Date is ___and the next Auction
Date is ___.



     Terms used herein have the meanings set forth in the [ ] Supplemental Indenture
of Trust relating to the above-referenced Notes.



     Dated:                                                             



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title	 	 
	

	 	 	 	 






 









 






EXHIBIT E




NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT




HIGHER EDUCATION FUNDING I

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES

[SENIOR SERIES [ ]A-__]

[SUBORDINATE SERIES [ ]B-1]




     Notice is hereby given that Student Loan Consolidation Center Student Loan Trust I proposes to
change the length of one or more Auction Periods with respect to the Notes identified above,
pursuant to the [ ] Supplemental Indenture of Trust relating to such Notes (the “[
] Supplemental Indenture”), as follows:



     1. The change shall take effect on the Interest Payment Date for the current Auction Period
and the date of commencement of the next Auction Period (the “Effective Date”).



     2. The Auction Period Adjustment in Paragraph 1 shall take place only if (a) the Trustee and
the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day before the
Auction Date for the Auction Period commencing on the Effective Date, the consent of the Market
Agent (which consent has been obtained), as required by the [ ] Supplemental
Indenture, authorizing the change in length of one or more Auction Periods and confirmation from
each Rating Agency that it will not reduce or withdraw its ratings on the Series [ ] Notes
on account of such Auction Period Adjustment, and (b) Sufficient Bids exist on the Auction Date for
the Auction Period commencing on the Effective Date.



     3. If the condition referred to in (a) above is not met, the Auction Rate for the Auction
Period commencing on the Effective Date will be determined pursuant to the Auction Procedures and
the Auction Period shall be the Auction Period determined without reference to the proposed change.
If the condition referred to in (a) is met but the condition referred to in (b) above is not met,
the Auction Rate for the Auction Period commencing on the Effective Date shall be the Maximum
Auction Rate and the Auction Period shall be the Auction Period determined without reference to the
proposed change.



     Terms used herein have the meanings set forth in the [ ] Supplemental Indenture.



Dated:                                                             




	 	 	 	 	 
	 	 	HIGHER EDUCATION FUNDING I
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title	 	 
	

	 	 	 	 






 









 






EXHIBIT F




NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT




HIGHER EDUCATION FUNDING I

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES

[SENIOR SERIES [ ]A-__]

[SUBORDINATE SERIES [ ]B-1]




     Notice is hereby given that Student Loan Consolidation Center Student Loan Trust I establishes
new lengths for one or more Auction Periods with respect to the Notes identified above pursuant to
the [ ] Supplemental Indenture of Trust relating to such Notes (the “[ ]
Supplemental Indenture”):



     1. The change shall take effect on ___, the Interest Payment Date for the
current Auction Period and the date of commencement of the next Auction Period (the “Effective
Date”).



     2. For the Auction Period commencing on the Effective Date, the Interest Payment Date shall be
___, or the next succeeding Business Day if such date is not a Business Day.



     3. For Auction Periods occurring after the Auction Period the Interest Payment Dates shall be
[___(date) and every ___(number) ___(day of week)
thereafter] [every ___(number) (day of week) after the date set forth in paragraph
2 above], or the next Business Day if any such day is not a Business Day; provided, however, that
the length of subsequent Auction Periods shall be subject to further change hereafter as provided
in Section 10 of the [ ] Supplemental Indenture.



     4. The changes described in paragraphs 2 and 3 above shall take place only upon delivery of
this Notice and the satisfaction of other conditions set forth in Section 10 of the [
] Supplemental Indenture and our prior notice dated ___regarding the proposed
change.



     Terms used herein have the meanings set forth in the [ ] Supplemental Indenture.



Dated:                                                             




	 	 	 	 	 
	 	 	HIGHER EDUCATION FUNDING I
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title	 	 
	

	 	 	 	 






 









 






EXHIBIT G




NOTICE OF CHANGE IN AUCTION DATE




HIGHER EDUCATION FUNDING I

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES

[SENIOR SERIES [ ]A-__]

[SUBORDINATE SERIES [ ]B-1]




     Notice is hereby given by ___, as Market Agent for the Notes identified above,
that, with respect to such Notes, the Auction Date is hereby changed as follows:



     1. With respect to such Notes, the definition of “Auction Date” shall be deemed amended by
substituting “___(number) Business Day” in the third and fourth lines thereof and by
substituting “___(number) Business Days” for “two Business Days” in subsection (d)
thereof.



     2. This change shall take effect on ___, which shall be the Auction Date for
the Auction Period commencing on ___.



     3. The Auction Date for such Notes shall be subject to further change hereafter as provided in
the [ ] Supplemental Indenture of Trust relating to such Notes (the “[ ]
Supplemental Indenture”).



     Terms used herein have the meanings set forth in the [ ] Supplemental Indenture.



     Dated:                                                             



	 	 	 	 	 
	 	 	 
	 	 	as Market Agent
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	Title