TRANSFER AND SERVICING AGREEMENTS - Prospectus Supplement to Prospectus dated June 28, 2007

The following is a summary of the material terms of the transfer agreements under which the issuing entities will acquire student loans from the depositor and the purchase agreements under which the depositor will acquire the trust student loans from the sellers specified in the related prospectus supplement. Forms of the transfer agreement and purchase agreements have been filed as exhibits to the registration statement of which this prospectus is a part. The purchase agreements, the transfer agreement, the master servicing agreement, the subservicing agreements and the administration agreement for an issuing entity are sometimes referred to in this prospectus collectively as the “transfer and servicing agreements.” This summary does

not cover every detail of these agreements, and it is subject to all of the provisions of the transfer and servicing agreements.

Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers On the closing date, each seller will sell to the depositor, without recourse, its entire interest in the trust student loans and all collections received on or after the cutoff date specified in the related prospectus supplement. Each trust student loan purchased under each such

purchase agreement will be identified in an exhibit to the relevant purchase agreement.

In each purchase agreement, each seller will make representations and warranties concerning the trust student loans being sold by it. These include, among other things, that:

• each trust student loan is in full force and effect and free and clear of all security interests and other encumbrances and no offsets, defenses or counterclaims have been asserted or threatened by the respective obligor;

• the information provided by the seller about the trust student loans is true and correct as of the cutoff date;

• each trust student loan complies in all material respects with applicable federal and state laws and applicable restrictions imposed by FFELP or under any guarantee agreement; and

• each trust student loan is guaranteed by the applicable guarantor.

Upon notice of a breach of any representation or warranty made by a seller that has a material adverse effect on the depositor or the issuing entity, such seller will reacquire the affected trust student loan unless the breach is cured within the applicable cure period specified in the related prospectus supplement. However, any breach that relates to compliance with the Higher Education Act or the requirements of the applicable guarantor that does not affect that guarantor’s obligation to guarantee payment of a trust student loan will not be considered to have a material adverse effect. Alternatively, rather than reacquiring the trust student loan, the

affected seller may substitute Qualified Substitute Student Loans for that loan. In addition, the affected seller will have an obligation to reimburse the depositor:

• for any shortfall between:

• the Purchase Amount of the Qualified Substitute Student Loans, and

• the Purchase Amount of the trust student loan being replaced thereby; plus

• for any accrued interest amounts not guaranteed by, or that are required to be refunded to, a guarantor and any interest subsidy payments or special allowance payments lost as a result of the breach.

Any required reacquisition or substitution and reimbursement will occur on the last day of the next collection period ending after the applicable cure period has expired.

The reacquisition or substitution and reimbursement obligations of each seller constitute the sole remedy available to the depositor for any uncured breach. The reacquisition or

substitution and reimbursement obligations of each seller are contractual obligations that the depositor or issuing entity may enforce against the relevant seller but the breach of these obligations will not constitute an event of default under the indenture. In cases where the

obligations which the depositor or the issuing entity is seeking to enforce are based on a violation of the Higher Education Act, a final and binding determination by the Department of Education that the Higher Education Act has been violated or that a student loan is no longer insured because of a violation of the Higher Education Act may be required prior to the depositor or the issuing entity’s being able to enforce the reacquisition or substitution and reimbursement obligations of such seller.

Transfer of Student Loans to the Issuing Entity; Representations and Warranties of the Depositor

On the closing date, the depositor will contribute or sell to the eligible lender trustee, on behalf of the issuing entity, without recourse, its entire interest in the trust student loans acquired by the depositor from the sellers. Each trust student loan acquired by the issuing entity will be identified in an exhibit to the relevant transfer agreement. Concurrently with that contribution or sale, the issuing entity will issue the notes and the certificates, if any. The issuing entity will transfer the net proceeds from the sale of the notes and the certificates, if any, to the depositor.

In each transfer agreement, the depositor will make representations and warranties concerning the trust student loans to the related issuing entity that are substantially the same as those made by each seller to the depositor.

Upon notice of a breach of any representation or warranty made by the depositor that has a material adverse effect on the issuing entity, the depositor will have reacquisition or

substitution and reimbursement obligations that are substantially the same as those of the sellers.

The reacquisition or substitution and reimbursement obligations of the depositor will constitute the sole remedy available to the securityholders for any uncured breach. The depositor’s reacquisition or substitution and reimbursement obligations are contractual obligations that the issuing entity may enforce against the depositor, but the breach of these obligations will not constitute an event of default under the indenture. In cases where the obligations which the issuing entity is seeking to enforce are based on a violation of the Higher Education Act, a final and binding determination by the Department of Education that the Higher Education Act has been violated or that a loan is no longer insured because of a violation of the Higher Education Act may be required prior to the issuing entity’s being able to enforce the reacquisition or substitution and reimbursement obligations of the depositor.

Additional Fundings

Prefunding. The related prospectus supplement will indicate whether a prefunding account will exist for a particular issuing entity. The related prospectus supplement will also indicate:

• the amount in the prefunding account on the closing date, which will not exceed 50% of the net proceeds of the offering of the related series of securities;

provided, however, that to the extent that a supplemental purchase account, prefunding account and/or consolidation loan add-on account have been

established with respect to a series of securities, the aggregate amounts on deposit in such accounts will not be greater than 50% of the net proceeds of the offering of the related series of securities,

• the length of the prefunding period, which will not extend for more than one year from the date of issuance of the related series of securities, and

• the uses to which the funds in the prefunding account may be applied and the conditions to the application of those funds.

If the prefunding amount has not been fully applied to purchase additional student loans by the last day of the prefunding period, the securityholders will receive any remaining amounts.

The requisite underwriting criteria related to the additional student loans in the prefunding period are in all cases prescribed by the provisions of the Higher Education Act.

Information with respect to the additional student loans eligible to be acquired by the related issuing entity in the prefunding period, including any differences from the criteria used to select the trust student loans acquired on the closing date, will be set forth in the related prospectus supplement.

Supplemental Purchase Period. The related prospectus supplement will indicate whether a supplemental purchase account will exist for a particular issuing entity.

The related prospectus supplement will also indicate:

• the amount in the supplemental purchase account on the closing date, which will not exceed 50% of the net proceeds of the offering of the related series of

securities; provided, however, that to the extent that a supplemental purchase account, prefunding account and/or consolidation loan add-on account have been established with respect to a series of securities, the aggregate amounts on deposit in such accounts will not be greater than 50% of the net proceeds of the offering of the related series of securities,

• the length of the supplemental purchase period, and

• the uses to which the funds in the supplemental purchase account may be applied and the conditions to the application of those funds.

During the supplemental purchase period, the issuing entity will use amounts on deposit in the supplemental purchase account to purchase additional student loans so that the total amount of trust student loans, after giving effect to the additional student loans purchased during the supplemental purchase period, will be approximately equal to the amount of trust student loans on the statistical cutoff date.

The requisite underwriting criteria related to the additional student loans in the supplemental purchase period are in all cases prescribed by the provisions of the Higher Education Act. Information with respect to the additional student loans eligible to be acquired by the related issuing entity in the supplemental purchase period, including any differences from the criteria used to select the trust student loans acquired on the closing date, will be set forth in the related prospectus supplement.

Revolving Period. The related prospectus supplement will indicate whether there is a revolving period for a particular issuing entity to acquire additional student loans with the cash flows from the related pool of trust student loans. The related prospectus supplement will also indicate:

• the length of the revolving period, which will not extend for more than three years from the date of issuance of the related series,

• the maximum amount of additional assets that may be acquired during the revolving period,

• the percentage of the asset pool represented by the amount of additional assets acquired during the revolving period, and

• the use to which such cash flows may be applied and the conditions to the application of those cash flows.

The requisite underwriting criteria related to the additional student loans in the revolving period are in all cases prescribed by the provisions of the Higher Education Act. Information with respect to the additional student loans eligible to be acquired by the related issuing entity in the revolving period, including any differences from the criteria used to select the trust student loans acquired on the closing date, will be set forth in the related prospectus supplement.

Consolidation Loan Add-on Period. With respect to issuing entities where the trust student loans contain consolidation loans, the related prospectus supplement will indicate whether a consolidation loan add-on account will exist for that particular issuing entity. The related prospectus supplement will also indicate:

• the amount in the consolidation loan add-on account on the closing date, which will not exceed 50% of the net proceeds of the offering of the related series of securities; provided, however, that to the extent that a supplemental purchase account, prefunding account and/or consolidation loan add-on account have been established with respect to a series of securities, the aggregate amounts on deposit in such accounts will not be greater than 50% of the net proceeds of the offering of the related series of securities,

• the length of the prefunding period (not to exceed the lesser of (A) the maximum number of days from the closing date during which borrowers may add additional student loans to an existing consolidation loan pursuant to the terms of the Higher Education Act, or (B) the maximum permitted prefunding period), and

• the uses to which the funds in the consolidation loan add-on account may be applied and the conditions to the application of those funds.

Custodian of Promissory Notes

To ensure uniform quality in servicing and to reduce administrative costs, the master servicer will act, directly or through the subservicers or third party sub-custodians on behalf of the master servicer for the benefit of the issuing entity and the indenture trustee, as custodian of the promissory notes, in physical or electronic form, through its own, the subservicers’ or the third party sub-custodians’ facilities, representing the trust student loans, and in the case of a subservicer, the student loans that it is servicing, and any other related documents; provided, however, that in the case of electronically signed promissory notes, a custodian may not be utilized if custody is not necessary for perfection of a security interest in the notes under the UCC.

The records of the depositor, the master servicer and the subservicers will reflect the sale and transfer by the sellers of the trust student loans to the depositor and their subsequent

assignment by the depositor to the issuing entity. UCC financing statements reflecting the assignments will be filed. The depositor or the master servicer (or the related subservicer on its behalf) will be responsible for maintaining such perfected security interest through the filing of continuation statements or amended financing statements, as applicable.

Amendments to Transfer and Servicing Agreements

Except as otherwise specified in the related prospectus supplement, the parties to the transfer and servicing agreements (other than the subservicing agreements) may amend them without the consent of the noteholders or the certificateholders, but with prior written notice to the applicable rating agencies, for the purpose of (i) curing any ambiguity or correcting or supplementing any provision which may be inconsistent with any other provision in any such agreement (other than a subservicing agreement), this prospectus, the related prospectus supplement and/or any other Transaction Document, (ii) complying with applicable law or regulation, or (iii) adding any other provisions to or changing in any manner or eliminating any of the provisions in any such agreement (other than a subservicing agreement) or modifying in any manner the rights of the noteholders or the certificateholders other than any amendment described in the second paragraph of this section; provided, however, that no such amendment described in any of clauses (i) through (iii) above may materially adversely affect the interests of the noteholders or the certificateholders. An amendment will be deemed not to materially

adversely affect the interests of any noteholder or any certificateholder if the party requesting the amendment obtains and delivers to the other parties to such agreement an opinion of counsel to that effect.

Except as otherwise provided in the related prospectus supplement, any of the transfer and servicing agreements may also be amended from time to time by the parties thereto, with the consent of noteholders of at least a majority of the aggregate outstanding amount of the

Controlling Class if such amendment materially and adversely affects the noteholders and with the consent of at least a majority of the percentage interests of the certificates if such amendment materially and adversely affects the certificateholders, and with prior written notice to the

applicable rating agencies, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such agreement (other than a subservicing agreement) or modifying in any manner the rights of the noteholders or the certificateholders.

However, no such amendment shall:

• increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the trust student loans or distributions which are required to be made for the benefit of the noteholders or the certificateholders, or change the rate of interest of any note; or

• reduce the percentage of the aggregate outstanding amount of any class of notes or certificates, the consent of the holders of which is required for any amendments to such agreement;

without the consent of the holder of each note or certificate affected by that change.

Any amendment to the transfer and servicing agreements (other than the subservicing agreements) to amend, supplement or modify the permitted activities of the issuing entity would require the consent of the holders of at least a majority of the aggregate outstanding principal balance of the notes and the holders of at least a majority of the outstanding certificates, provided that certificates held by the depositor or any of its affiliates will be disregarded for the purposes of determining whether the requisite percentage of certificateholders has been met.

Except as otherwise provided in the related prospectus supplement, the parties to any subservicing agreements may amend such provisions without notice to or consent of the

securityholders, the applicable rating agencies, the indenture trustee, the eligible lender trustee or the owner trustee.

Non-Petition and True Sale

Each transfer and servicing agreement will also contain “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the depositor and/or the issuing entity, as applicable, by any of the transaction parties or by the

securityholders.

The transactions described in this prospectus have been structured to ensure that the transfer of the trust student loans by the sellers to the depositor constitutes a “true sale” of the trust student loans. If the transfer constitutes a “true sale,” the trust student loans and related proceeds would not be property of the applicable seller should such seller become subject to any bankruptcy or insolvency law. Although each seller and the depositor will express its intent to treat the conveyance of the related trust student loans as a sale, each seller and the depositor will also grant to the eligible lender trustee, on behalf of the issuing entity, a security interest in the related trust student loans. This security interest is intended to protect the interests of the securityholders if a bankruptcy court or the FDIC (as conservator or receiver for JPMorgan Chase Bank), as applicable, were to characterize a seller’s or the depositor’s transfer of the trust student loans as a borrowing by such seller or the depositor secured by a pledge of the trust

student loans. In the event that a bankruptcy court or the FDIC were to characterize the transaction as a borrowing by a seller or the depositor, that borrowing would be secured by the trust student loans in which such seller or the depositor granted a security interest to the eligible lender trustee. Each seller and the depositor has agreed to take those actions that are necessary to maintain the security interest granted to the eligible lender trustee, as a first priority perfected security interest in the trust student loans, including the filing of Uniform Commercial Code financing statements, if necessary.

In document Prospectus Supplement to Prospectus dated June 28, 2007 (Page 154-161)