Acquisition Fund. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to the Transferor, Lenders or SLFC from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund (other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days) and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Indemnification Fund, to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Appears in 1 contract

Samples: Indenture of Trust (Education Loans Inc /De)

Acquisition Fund. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to the Transferor, Lenders or SLFC from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund ~~(other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days)~~ and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Indemnification Fund, to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Appears in 1 contract

Samples: Indenture of Trust (Education Loans Inc /De)

Acquisition Fund. ~~With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to~~ There shall be deposited into the Acquisition Fund ~~the amount~~amounts described in any Supplemental Indenture, ~~if any~~moneys from proceeds of any Notes, ~~specified in the~~ any Recoveries of Principal required to be transferred thereto pursuant to a Supplemental Indenture ~~providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i)~~ and any ~~funds to be~~ moneys transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section ~~4.8 hereof~~ 5.04 hereof. Financed Student Loans shall be held by the Trustee or its agent or bailee (including any ~~such Eligible Loans so transferred being thereafter deemed~~ Servicer) and shall be pledged to ~~have been Financed with moneys in~~ the Trust Estate and accounted for as a part of the Acquisition Fund). ~~Balances~~ Moneys on deposit in the Acquisition Fund shall be ~~used only for~~ used, (a) ~~the acquisition~~ to pay costs of ~~Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition~~ issuance of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, Notes; (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to the Transferor, Lenders or SLFC from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund (other than that portion of such Balance necessary to pay ~~Administrative Expenses~~ principal of and Note Fees due during the next thirty (30) days) and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service interest due on the ~~Class A~~ Notes and ~~any Other Senior Obligations~~to pay Program Expenses, ~~all as provided in Section 4.7 hereof,~~ Maintenance and ~~(iii) after such transfers, if any, to be made pursuant to~~ Operating Expenses and other costs upon the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent transfer of such deficiency; and the proceeds of any such sale shall be credited to the Indemnification Fund, to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, moneys to the Revenue Fund as provided in Section ~~4.6~~ 5.12 hereof; (c) upon Corporation Order, to redeem Notes in accordance with the provisions of any Supplemental Indenture; and (d) upon receipt by the Trustee of a Student Loan Acquisition Certificate in the ~~case~~ form attached as Exhibit A hereto, to acquire Student Loans at a price which would permit the results of Cash Flow Statements provided to each Credit Facility Provider and Rating Agency then rating the Notes on any Issue Date of any Series of Notes not to be changed in a material adverse manner as certified to the Trustee on the Student Loan Acquisition Certificate; provided that such price may be increased if a Credit Confirmation (or, for Notes not subject to a Credit Facility, a Rating Confirmation) is obtained, based on new Cash Flow Statements containing such assumptions as the Corporation shall reasonably determine. Any such Corporation Order or Student Loan Acquisition Certificate shall state that such proposed use of moneys is in compliance with the provisions of this Indenture. The Trustee may conclusively rely on such Corporation Order or Student Loan Acquisition Certificate. If the Corporation determines that all or any portion of ~~the proceeds of~~ such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund ~~in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed~~ cannot be used to acquire Student Loans, then an Authorized Representative of the Corporation may, by Corporation Order, direct the Trustee to redeem Notes in accordance with any Supplemental Indenture. Prior to the acquisition of any FFELP Loans, the Corporation, the Trustee or another entity acting on their behalf shall be required to obtain an Eligible Lender number from the Secretary and the Corporation shall be required to provide the Trustee with an opinion of Bond Counsel that the Trustee will have a first perfected security interest in such FFELP Loans. Notwithstanding the foregoing, if there are not sufficient moneys on deposit in the Revenue Fund to make the transfers and disbursements required by Section 5.04(b)(i) ~~which~~ through (1xvi) ~~evidence~~ hereof, then, an amount equal to any such deficiency may, upon Corporation Order, be transferred from the ~~additional obligations~~ Acquisition Fund to the Revenue Fund for transfer or disbursement. The Corporation will be the owner of ~~Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for~~ the Financed Student Loans ~~which are not Eligible Loans; provided that, prior to any such sale~~ and ~~exchange,~~ it is understood and agreed that the Trustee ~~shall~~ will have ~~received~~ a security interest in the Financed Student Loans for and on behalf of the Registered Owners, each Credit Facility Provider, each Liquidity Facility Provider and each Surety Provider, as applicable. While the Corporation will be the beneficial owner of the FFELP Loans, it is understood and agreed that the Trustee (or another Person acting on the Corporation's behalf), as an Eligible Lender, will be the legal owner of the FFELP Loans. In the case of a single Financed Student Loan ~~Acquisition Certificate~~evidenced by a separate note, each such note will be held in the name of the Corporation (or the Eligible Lender in the case of ~~Eligible~~ FFELP Loans), ~~or an Eligible Alternative Loan Acquisition Certificate~~for the benefit of the Registered Owners, in each Credit Facility Provider and each Liquidity Facility Provider, as applicable. In the case of ~~Eligible Alternative~~ FFELP Loans ~~and~~evidenced by a Master Promissory Note, in the ~~case of Eligible FFELP Loans, an updating~~ Corporation ~~Certificate substantially in~~ shall cause the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit holder of the ~~Indemnification Fund,~~ original Master Promissory Note to indicate by book entry on its books and ~~(B) a written instrument satisfactory to~~ records that the ~~Trustee assigning all right, title, interest and privilege~~ Eligible Lender acting on behalf of the Corporation inis the Registered Owner of the FFELP Loan and that the Trustee has a security interest in the FFELP Loan for the benefit of the Registered Owners, each Credit Facility Provider, each Liquidity Facility Provider and each Surety Provider, as applicable. Financed Student Loans shall be sold, transferred or otherwise disposed of (other than for consolidation, serialization or transfer to ~~and under~~ a Guarantee Agency) by the ~~student loan purchase agreement~~ Trustee free from the lien of this Indenture at any time pursuant to ~~which each~~ a Corporation Order and if the Trustee is provided with the following: (a) a Corporation Order stating the sale price and directing that Financed Student Loans be sold, transferred or otherwise disposed of and delivered to a transferee whose name shall be specified, provided that if the Financed Student Loan is a FFELP Loan and the Higher Education Act requires any such ~~Eligible~~ FFELP Loan to be ~~transferred to this Indenture was acquired~~held only by an Eligible Lender, the transferee shall be an Eligible Lender; and (b) a Certificate signed by an Authorized Representative of the Corporation to the ~~extent such right~~effect that the disposition price is equal to or in excess of the amount required in Section 7.06(c) hereof. Further, ~~title~~Financed Student Loans shall also be sold, ~~interest and privilege relate~~ transferred or otherwise disposed of by the Trustee, with a Credit Confirmation (or, for Notes not subject to ~~such Eligible Loan; and thereafter~~ a Credit Facility, a Rating Confirmation), pursuant to a Corporation Order in which the Corporation ~~and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of~~ determines that such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange disposition of Financed Student Loans ~~pursuant~~ from the Trust Estate is necessary in order to ~~this paragraph, including those moneys representing~~ avoid the ~~excess~~ occurrence of an Event of Default hereunder or to avoid any default in the payment obligations of the ~~aggregate Principal Balance~~ Corporation under any Reimbursement Agreement, in such amount and at such times and prices as may be specified in such Corporation Order. The Trustee, following receipt of the foregoing and ~~accrued noncapitalized borrower interest on~~ of a Certificate of the Corporation indicating that such purchaser or transferee is one of the entities described in clause (a) above, if applicable, shall deliver such Financed Student Loans ~~released~~ free from the lien of this Indenture ~~over~~ upon the ~~aggregate Principal Balance~~ receipt of the purchase price or consideration specified in a Corporation Order, in compliance with the foregoing. The Trustee shall have no duty to know or determine whether the purchaser or transferee is an Eligible Lender and ~~accrued noncapitalized borrower interest~~ may rely on the ~~Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit~~ certificate of the ~~Principal Account~~ Corporation indicating that such purchase or transferee is an Eligible Lender. The proceeds to be received upon any disposition may consist of any combination of cash, Investment Securities and ~~the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for~~ Financed Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereofLoans.

Appears in 1 contract

Samples: General Indenture (Uici)

Acquisition Fund. ~~With respect~~ A special fund is hereby created and established with the First National Bank of Xxxxxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, Gillette, Wyoming (the "Bank"), to ~~each series~~ be designated as the "Campbell County School District No. 1 Bus Acquisition and Capitalized Interest Fund, Series 2024 Lease Purchase" (the "Acquisition Fund"), and within such fund the Acquisition Account and the Capitalized Interest Account. Upon commencement of ~~Notes~~this Agreement, the ~~Trustee shall, upon delivery to~~ Lessor shall deposit the ~~initial purchasers thereof and from the proceeds thereof, credit to~~ sum of $197,409.00 into the Acquisition ~~Fund the amount, if any, specified~~ Account. The funds in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in accounts within the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided deposited in a ~~Supplemental Indenture providing~~ money market fund which shall pay interest consistent with the rate that the Bank pays other political subdivisions for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph)public funds invested at said Bank. The ~~Trustee~~ Lessee shall ~~make or shall authorize the Deposit Agent~~ be entitled to ~~make payments to the Transferor, Lenders or SLFC~~ draw funds from the Acquisition ~~Fund~~ Account for ~~the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture~~ equipment which ~~created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt~~ has been paid for directly by the ~~Trustee of an Eligible FFELP Loan Acquisition Certificate, in~~ Lessee to the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amountVendor, if any, ~~required by the related Supplemental Indenture~~ pursuant to ~~be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition)~~Purchase Agreements. ~~Within three (3) Business Days after the disbursement of moneys~~ Future draws from the Acquisition ~~Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward~~ Account up to the ~~Trustee an updating Corporation Certificate substantially~~ amount in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund (other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days) and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall said account may be made by the ~~Trustee without any further authorization or direction~~Lessee at the time of each purchase of Equipment under this Lease. In At the ~~event that~~time of each draw request, the Lessee shall provide the Bank with a copy of the Purchase Agreement and the invoice for the respective Equipment which is the subject of the draw request. Upon receipt of an appropriate draw request and supporting documentation for all Equipment acquired after ~~transfers~~ the commencement of this Agreement, including documents necessary to perfect the ~~Indemnification Fund from all other Funds and Accounts, a deficiency exists~~ Lessor's security interest set forth in ~~the Indemnification Fund under~~ Section ~~4.5~~ 3.5 hereof, the ~~Trustee~~ Bank shall ~~use its best efforts to sell Student Loans included in the Balance of~~ make payment from the Acquisition ~~Fund at the best price available~~ Account directly to the ~~extent of such deficiency; and the proceeds of any such sale shall be credited~~ Vendor or to the ~~Indemnification Fund~~Lessee if the Lessee has already paid the Vendor directly. In no event shall any draw, ~~to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund~~ or the ~~Note Fund pursuant to this paragraph,~~ aggregate amount of all draws from the ~~Trustee shall, to~~ Acquisition Account exceed the ~~extent necessary to cure the deficiency~~ amount of $385,200.00. Any funds remaining in the Acquisition ~~Fund as a result~~ Account after the purchase of ~~such transfer or transfers, transfer~~ all Equipment under this Agreement shall be transferred and delivered to the ~~Acquisition Fund amounts from~~ Lessor for application toward the ~~Revenue Fund in~~ Rental Payments due for the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes Initial Tenn of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereofAgreement.

Appears in 1 contract

Samples: Lease and Option to Purchase Agreement

Acquisition Fund. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the ~~Revenue~~ Collection Fund as provided in Section 4.6 ~~hereof~~ hereof, or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans ~~pursuant to a Student Loan Purchase Agreement (including~~including the payment of any related Premium and origination and guarantee fees, ~~for this purpose~~if any, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreementand any related Add-On Loan, (b) the origination of Eligible Loans, including all origination and guarantee fees, if any, in connection therewith, and any related Add-On Loan, (c) the redemption or purchase of, or distribution of principal with respect to, Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the ~~Class A~~ Notes and Other ~~Senior~~ Obligations when due (upon transfer to the ~~Note~~ Debt Service Fund as set forth below in ~~the following paragraph~~this Section 4.2), (e) the ~~payment~~ deposit of amounts into the ~~purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph)~~Alternative Loan Loss Reserve Fund, or (f) following the Acquisition Period, the deposit of amounts into the Surplus Fund, (g) the deposit of amounts into the Administration Fund to ~~cure deficiencies~~ pay Administration Fees, Servicing Fees or Note Fees or (h) such other purposes related to the Issuer's loan programs as may be provided in the ~~Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph)~~Supplemental Indenture authorizing a series of Notes. The Trustee shall make ~~or shall authorize the Deposit Agent to make~~ payments ~~to the Transferor, Lenders or SLFC~~ from the Acquisition Fund to Lenders for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn)Loans, including ~~the payment of reasonable transfer or assignment~~ all related Premiums and origination and guarantee fees, if ~~applicable~~any, in connection therewith, and any related Add-On Loan, upon receipt by the Trustee of an Eligible ~~FFELP~~ Loan Acquisition ~~Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans,~~ Certificate and all ~~documents, opinions,~~ documents and certificates ~~and amounts~~ required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loansthereby. The Trustee shall ~~make or shall authorize the Deposit Agent to~~ make payments from the Acquisition Fund for the origination of Eligible ~~FFELP Loans~~ Loans, including all origination, guarantee and other fees, if any, in connection therewith, and any related Add-On Loan, upon receipt by the Trustee of an Eligible ~~FFELP~~ Loan Origination Certificate and all ~~documents, opinions~~ documents and certificates required ~~thereby~~thereby or by any other Issuer Order or Issuer Certificate. ~~The Trustee~~ Notwithstanding the foregoing, unless the Rating Agency Condition is satisfied, the Issuer shall ~~make or shall authorize~~ not pay any Premium unless, after giving effect to such payment, the ~~Deposit Agent to make payments to a Transferor from~~ Senior Asset Percentage would be at least 103.0% and the ~~Acquisition Fund for~~ Subordinate Asset Percentage would be at least 97.0%. If, on any Monthly Calculation Date, the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account Balance in the Acquisition Fund ~~from which~~ available for such ~~purchase price~~ purpose is less than the amount set forth in an Issuer Certificate as the amount expected to be ~~withdrawn), including the payment of reasonable transfer or assignment~~ needed to pay such origination fees, ~~if applicable~~guarantee fees, ~~upon receipt by the Trustee of all documents, opinions, certificates~~ related premiums and ~~amounts required by such Transfer Agreement (including,~~ other fees due in the ~~case of an Eligible Alternative Loan~~next month, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall ~~amend the Exhibit or Exhibits~~ transfer to the ~~applicable Supplemental Indentures~~ Acquisition Fund an amount equal to ~~reflect~~ such deficiency from the ~~addition~~ following Funds in the following order of priority: the ~~student loan purchase agreements relating to~~ Collection Fund and the ~~Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture~~Surplus Fund. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be ~~(i)~~ transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund (other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days) and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Debt Service Fund on the ~~last Business Day preceding any Interest Payment Date, Principal Payment~~ Monthly Calculation Date ~~or Redemption Date~~ of each calendar month to the extent required to ~~pay~~ provide for the payment of the Debt Service ~~due~~ on the ~~Class A~~ Notes and any Other ~~Senior~~ Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the ~~Indemnification Fund and the Note~~ Debt Service Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Indemnification Fund, to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to ~~either or both of~~ the ~~Indemnification Fund or the Note~~ Debt Service Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the ~~Revenue~~ Collection Fund ~~in the manner~~ as provided in Section 4.6 hereof. On the first Monthly Calculation Date following the end of the Acquisition Period relating to a series of Notes, the Trustee shall transfer from the Acquisition Fund to the Retirement Account of the Debt Service Fund, for the redemption of, or distribution of principal with respect to, Notes, an amount equal to the Remaining Acquisition Amount. The ~~unpaid principal balance~~ Principal Balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans ~~(except as otherwise provided in the preceding paragraph)~~ shall be ~~credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments,~~ credited to the ~~Revenue~~ Collection Fund as provided in Section 4.6 hereof; . Except as otherwise set forth in a Supplemental Indenture, the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation Issuer may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund (i) in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued ~~noncapitalized~~ borrower interest as such Financed Student Loans) which (1a) evidence the additional obligations of ~~Eligible Borrowers~~ borrowers whose Student Loans have been previously Financed hereunder, or (2b) are to be substituted for Financed Student Loans which are not Eligible ~~Loans~~Loans or (ii) at a price equal to or greater than the Principal Balance of such Student Loan as of the sale date, plus any Unamortized Premium; provided ~~that,~~ that prior to any such sale and ~~exchange,~~ exchange the Trustee shall have received an Eligible ~~FFELP~~ Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate ~~substantially in the form of Exhibit D hereto~~ and all ~~documents, opinions~~ documents and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agencyi)(b), an Issuer Certificate certifying that such sale and exchange will not materially adversely affect the ~~Corporation~~Issuer's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, ~~Administrative Expenses~~ Servicing Fees, Administration Fees or Note ~~Fees or to make the required deposits to the credit of the Indemnification Fund~~Fees, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the ~~Corporation~~ Issuer in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was ~~acquired~~acquired by the Issuer or the Depositor (or by the Eligible Lender Trustee on behalf of the Issuer or the Depositor), to the extent such right, title, interest and privilege relate to such Eligible Loan; ~~and thereafter~~ provided further, that the ~~Corporation and the Trustee~~ Issuer shall ~~amend the Exhibit or Exhibits~~ give prior written notice to the ~~applicable Supplemental Indentures to reflect~~ Rating Agencies any time the ~~addition~~ Financed Student Loans sold or exchanged are either sold for a price less than the Principal Balance thereof, plus any Unamortized Premium, or exchanged for Student Loans with an aggregate Principal Balance less than that of ~~such student loan purchase agreements and such agreements shall become~~ the Financed Student ~~Loan Purchase Agreements for all purposes under this Indenture~~Loans being sold. Any money received by the ~~Corporation~~ Issuer in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued ~~noncapitalized~~ borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued ~~noncapitalized~~ borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the ~~Principal Account and the Interest Account~~ Collection Fund in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition ~~Fund for one or more authorized purposes~~Fund, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from ~~said~~ such investments shall be deposited in the ~~Revenue~~ Collection Fund as provided in Section 4.6 hereof.

Appears in 1 contract

Samples: Indenture of Trust (Collegiate Funding Services Inc)

Acquisition Fund. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation~~) or Transfer Agreement~~), (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the ~~Indemnification~~ Rebate Fund (upon transfer to the ~~Indemnification~~ Rebate Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to ~~the Transferor,~~ Lenders ~~or SLFC~~ from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible ~~FFELP~~ Loan Acquisition ~~Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans,~~ Certificate and all documents, ~~opinions,~~ opinions and certificates ~~and amounts~~ required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition)thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible ~~FFELP~~ Loans pursuant to an Eligible ~~FFELP~~ Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible ~~FFELP~~ Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible ~~FFELP~~ Loans upon receipt by the Trustee of an Eligible ~~FFELP~~ Loan Origination Certificate and all documents, opinions and certificates required thereby. ~~The Trustee shall make or shall authorize~~ Anything in this Section 4.2 to the ~~Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of~~ contrary notwithstanding, any Eligible ~~Loans pursuant to a Transfer Agreement (such payments~~ Loan to be ~~made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account~~ Financed from Balances in the Acquisition Fund shall be described in Section 144(b)(1) (if Financed from ~~which such purchase price is to be withdrawn), including~~ the ~~payment~~ proceeds of ~~reasonable transfer or assignment fees,~~ Tax Exempt Notes) and Section 150(d) (if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits Financed prior to the ~~applicable Supplemental Indentures to reflect the addition~~ Section 150(d)(3) Transfer) of the ~~student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture~~Code. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the ~~Indemnification~~ Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund ~~(other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days)~~ and the Note Fund, to make any deposit to the credit of the ~~Indemnification~~ Rebate Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the ~~Indemnification~~ Rebate Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the ~~Indemnification~~ Rebate Fund from all other Funds and Accounts, a deficiency exists in the ~~Indemnification~~ Rebate Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the ~~Indemnification~~ Rebate Fund, to the extent of any deficiency in the ~~Indemnification~~ Rebate Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the ~~Indemnification~~ Rebate Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Insurance payments and Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Insurance payments and Guarantee ~~payments~~ payments, and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided ~~that~~that (I) no such sale and exchange shall cause the Corporation to breach any of its representations or covenants contained in the Tax Matters Certificate furnished by the Corporation in connection with the issuance of any series of Tax Exempt Notes, and (II) prior to any such sale and ~~exchange,~~ exchange the Trustee shall have received an Eligible ~~FFELP~~ Loan Acquisition ~~Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans,~~ Certificate and an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow ~~Projection (a copy of which shall be provided to each Rating Agency)~~Projection, such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the ~~Indemnification~~ Rebate Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was ~~acquired~~acquired by the Trustee on behalf of the Corporation, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Appears in 1 contract

Samples: Indenture of Trust (Education Loans Inc /De)

Acquisition Fund. With respect to each series of Notes, ---------------- the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation~~) or Transfer Agreement~~), (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the ~~Indemnification~~ Rebate Fund (upon transfer to the ~~Indemnification~~ Rebate Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to ~~the Transferor,~~ Lenders ~~or SLFC~~ from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible ~~FFELP~~ Loan Acquisition ~~Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans,~~ Certificate and all documents, ~~opinions,~~ opinions and certificates ~~and amounts~~ required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition)thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible ~~FFELP~~ Loans pursuant to an Eligible ~~FFELP~~ Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible ~~FFELP~~ Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible ~~FFELP~~ Loans upon receipt by the Trustee of an Eligible ~~FFELP~~ Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the ~~Indemnification~~ Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund ~~(other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days)~~ and the Note Fund, to make any deposit to the credit of the ~~Indemnification~~ Rebate Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the ~~Indemnification~~ Rebate Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the ~~Indemnification~~ Rebate Fund from all other Funds and Accounts, a deficiency exists in the ~~Indemnification~~ Rebate Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the ~~Indemnification~~ Rebate Fund, to the extent of any deficiency in the ~~Indemnification~~ Rebate Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the ~~Indemnification~~ Rebate Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Insurance payments and Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Insurance payments and Guarantee ~~payments~~ payments, and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided ~~that~~that (I) no such sale and exchange shall cause the Corporation to breach any of its representations or covenants contained in the Tax Matters Certificate furnished by the Corporation in connection with the issuance of any series of Tax Exempt Notes, and (II) prior to any such sale and ~~exchange,~~ exchange the Trustee shall have received an Eligible ~~FFELP~~ Loan Acquisition ~~Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans,~~ Certificate and an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow ~~Projection (a copy of which shall be provided to each Rating Agency)~~Projection, such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the ~~Indemnification~~ Rebate Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was ~~acquired~~acquired by the Trustee on behalf of the Corporation, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Appears in 1 contract

Samples: Indenture of Trust (Education Loans Inc /De)

Acquisition Fund. ~~With respect to each series of Notes~~The District shall establish, maintain and hold in trust a separate fund designated as the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the “Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with .” The moneys ~~in the Acquisition Fund). Balances~~ in the Acquisition Fund shall be ~~used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated~~ held by the ~~Corporation or~~ District in trust and applied by the ~~Trustee on behalf~~ Treasurer of the ~~Corporation pursuant~~ District to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the ~~purchase price~~ costs of acquisition and construction of the WIFIA-Financed Portion of the WIFIA Project and of expenses incidental thereto. Before any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to the Transferor, Lenders or SLFC payment is made from the Acquisition Fund ~~for~~ by the ~~acquisition~~ Treasurer, the Manager of ~~Eligible Loans (such payments~~ the District, acting as agent of the Authority, shall cause to be ~~made at purchase prices not in excess~~ filed with the Treasurer a certificate of the ~~amount specified therefor~~ District and the Authority in the ~~Supplemental Indenture~~ form set forth in Exhibit B to this Installment Purchase Agreement. Upon receipt of each such certificate, the Treasurer will pay the amount that is set forth in such certificate as directed by the terms thereof or disburse funds to the District for such payment as directed by the District in such certificate. The Treasurer need not make any such payment if it has received notice of any lien, right to lien, attachment upon or claim affecting the right to receive payment of any of the moneys to be so paid, which ~~created~~ has not been released or will not be released simultaneously with such payment. When the ~~Account~~ WIFIA-Financed Portion of the WIFIA Project shall have been constructed and acquired in accordance with this Installment Purchase Agreement, a statement of the District stating the fact and date of such acquisition, construction and acceptance and stating that all of such costs of acquisition and incidental expenses have been determined and paid (or that all of such costs and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Acquisition Fund ~~from which such purchase price~~ is to be ~~withdrawn~~maintained in the full amount of such claims until such dispute is resolved), ~~including~~ shall be delivered to the ~~payment of reasonable transfer or assignment fees, if applicable, upon receipt~~ Treasurer and the Authority Lender by the ~~Trustee~~ Manager of ~~an Eligible FFELP Loan Acquisition Certificate, in~~ the ~~case~~ District. Upon the receipt of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificatestatement, the ~~Corporation~~ Treasurer shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account transfer any remaining balance in the Acquisition Fund ~~from~~ which ~~such purchase price~~ is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements not needed for ~~all purposes under this Indenture. Balances in the~~ Acquisition Fund purposes (~~other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to~~ but less the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund (other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days) and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds amount of any such ~~sale~~ retention, which amount shall be ~~credited~~ certified to the ~~Indemnification Fund,~~ Treasurer by the Manager of the District) to the ~~extent of any deficiency~~ Authority Lender for deposit in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay WIFIA Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereofAccount.

Appears in 1 contract

Samples: Installment Purchase Agreement

Acquisition Fund. ~~With respect~~ A special fund is hereby created and established with the First National Bank of Xxxxxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, Gillette, Wyoming (the "Bank"), to ~~each series~~ be designated as the "Campbell County School District No. 1 Bus Acquisition and Capitalized Interest Fund, Series 2023 Lease Purchase" (the "Acquisition Fund"), and within such fund the Acquisition Account and the Capitalized Interest Account. Upon commencement of ~~Notes~~this Agreement, the ~~Trustee shall, upon delivery to~~ Lessor shall deposit the ~~initial purchasers thereof and from the proceeds thereof, credit to~~ sum of $197,409.00 into the Acquisition ~~Fund the amount, if any, specified~~ Account. The funds in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in accounts within the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided deposited in a ~~Supplemental Indenture providing~~ money market fund which shall pay interest consistent with the rate that the Bank pays other political subdivisions for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph)public funds invested at said Bank. The ~~Trustee~~ Lessee shall ~~make or shall authorize the Deposit Agent~~ be entitled to ~~make payments to the Transferor, Lenders or SLFC~~ draw funds from the Acquisition ~~Fund~~ Account for ~~the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture~~ equipment which ~~created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt~~ has been paid for directly by the ~~Trustee of an Eligible FFELP Loan Acquisition Certificate, in~~ Lessee to the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amountVendor, if any, ~~required by the related Supplemental Indenture~~ pursuant to ~~be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition)~~Purchase Agreements. ~~Within three (3) Business Days after the disbursement of moneys~~ Future draws from the Acquisition ~~Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward~~ Account up to the ~~Trustee an updating Corporation Certificate substantially~~ amount in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund (other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days) and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall said account may be made by the ~~Trustee without any further authorization or direction~~Lessee at the time of each purchase of Equipment under this Lease. In At the ~~event that~~time of each draw request, the Lessee shall provide the Bank with a copy of the Purchase Agreement and the invoice for the respective Equipment which is the subject of the draw request. Upon receipt of an appropriate draw request and supporting documentation for all Equipment acquired after ~~transfers~~ the commencement of this Agreement, including documents necessary to perfect the ~~Indemnification Fund from all other Funds and Accounts, a deficiency exists~~ Lessor's security interest set forth in ~~the Indemnification Fund under~~ Section ~~4.5~~ 3.5 hereof, the ~~Trustee~~ Bank shall ~~use its best efforts to sell Student Loans included in the Balance of~~ make payment from the Acquisition ~~Fund at the best price available~~ Account directly to the ~~extent of such deficiency; and the proceeds of any such sale shall be credited~~ Vendor or to the ~~Indemnification Fund~~Lessee if the Lessee has already paid the Vendor directly. In no event shall any draw, ~~to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund~~ or the ~~Note Fund pursuant to this paragraph,~~ aggregate amount of all draws from the ~~Trustee shall, to~~ Acquisition Account exceed the ~~extent necessary to cure the deficiency~~ amount of $197,409.00. Any funds remaining in the Acquisition ~~Fund as a result~~ Account after the purchase of ~~such transfer or transfers, transfer~~ all Equipment under this Agreement shall be transferred and delivered to the ~~Acquisition Fund amounts from~~ Lessor for application toward the ~~Revenue Fund in~~ Rental Payments due for the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes Initial Tenn of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereofAgreement.

Appears in 1 contract

Samples: Lease and Option to Purchase Agreement

Acquisition Fund. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental ~~Indenture~~ Indenture 4-1 providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to the Transferor, Lenders or SLFC from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions, certificates and amounts required thereby (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund ~~(other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days)~~ and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken into account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Indemnification Fund, to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow Projection (a copy of which shall be provided to each Rating Agency), such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Appears in 1 contract

Samples: Indenture of Trust (Education Loans Inc /De)

Acquisition Fund. With respect to each series of Notes, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental ~~Indenture~~ Indenture 4-1 providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Indemnification Fund (upon transfer to the Indemnification Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to the Transferor, Lenders or SLFC from the Acquisition Fund for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, ~~opinions,~~ opinions and certificates ~~and amounts~~ required thereby (including, in the case of an Eligible Alternative Loan, ~~(i)~~ the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement~~, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition~~). Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible FFELP Loans pursuant to an Eligible FFELP Loan Acquisition Certificate, the Corporation shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible FFELP Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund for the origination of Eligible FFELP Loans upon receipt by the Trustee of an Eligible FFELP Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make or shall authorize the Deposit Agent to make payments to a Transferor from the Acquisition Fund for the acquisition of Eligible Loans pursuant to a Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of all documents, ~~opinions,~~ opinions and certificates ~~and amounts~~ required by such Transfer Agreement (including, in the case of an Eligible Alternative Loan, ~~(i)~~ the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement~~, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition~~). After any such acquisition, the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of the student loan purchase agreements relating to the Eligible Loans so acquired and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Balances in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund ~~(other than that portion of such Balance necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days)~~ and the Note Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof, (ii) after such transfer, if any, to be made pursuant to the preceding clause (i) has been taken into account, transferred to the credit of the Note Fund on the last Business Day preceding any Interest Payment Date, Principal Payment Date or Redemption Date to the extent required to pay the Debt Service due on the Class A Notes and any Other Senior Obligations, all as provided in Section 4.7 hereof, and (iii) after such transfers, if any, to be made pursuant to the preceding clauses (i) and (ii) have been taken ~~into~~ into 4-2 account, transferred to the credit of the Principal Account on any Purchase Date or Mandatory Tender Date with respect to Class A Notes, to the extent required by Section 4.7.2(C) hereof. Transfers of amounts from the Acquisition Fund to the Indemnification Fund and the Note Fund pursuant to the preceding sentence shall be made by the Trustee without any further authorization or direction. In the event that, after transfers to the Indemnification Fund from all other Funds and Accounts, a deficiency exists in the Indemnification Fund under Section 4.5 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Fund at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Indemnification Fund, to the extent of any deficiency in the Indemnification Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Indemnification Fund or the Note Fund pursuant to this paragraph, the Trustee shall, to the extent necessary to cure the deficiency in the Acquisition Fund as a result of such transfer or transfers, transfer to the Acquisition Fund amounts from the Revenue Fund in the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including Guarantee payments, and Special Allowance Payments received with respect to Financed Student Loans (excluding, except as otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financed) and proceeds from the sale or other conveyance of Financed Student Loans (except as otherwise provided in the preceding paragraph) shall be credited, in the case of such principal and interest, including Guarantee payments and Special Allowance Payments, to the Revenue Fund as provided in Section 4.6 hereof; in the case of the portion of the proceeds of such sale or other conveyance which represents payment of the principal of Financed Student Loans sold, to the Principal Account; and in the case of the portion of the proceeds of such sale or other conveyance which represent payment of accrued interest on and Special Allowance Payments with respect to Financed Student Loans sold, to the Interest Account. The Corporation may direct the Trustee to sell to any purchaser one or more Student Loans Financed with moneys in the Acquisition Fund in exchange for one or more Eligible Loans (of approximately the same aggregate Principal Balance and accrued noncapitalized borrower interest as such Financed Student Loans) which (1) evidence the additional obligations of Eligible Borrowers whose Student Loans have been previously Financed hereunder, or (2) are to be substituted for Financed Student Loans which are not Eligible Loans; provided that, prior to any such sale and exchange, the Trustee shall have received an Eligible FFELP Loan Acquisition Certificate, in the case of Eligible FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans and, in the case of Eligible FFELP Loans, an updating Corporation Certificate substantially in the form of Exhibit D hereto and all documents, opinions and certifications required thereby with respect to all Eligible Loans to be so transferred to this Indenture in exchange, together with (A) except in the case of Eligible Loans referred to in the preceding clause (2) or unless the Principal Balance of Eligible Loans sold or exchanged within the preceding twelve (12)-month period pursuant to this paragraph will not, together with the Principal Balance of Eligible Loans then proposed to be sold or exchanged, exceed $1,000,000, a Corporation Certificate that, based on a Cash Flow ~~Projection (a copy of which shall be provided to each Rating Agency)~~Projection, such sale and exchange will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Indemnification Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired, to the extent such right, title, interest and privilege relate to such Eligible Loan; and thereafter the Corporation and the Trustee shall amend the Exhibit or Exhibits to the applicable Supplemental Indentures to reflect the addition of such student loan purchase agreements and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indenture. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans pursuant to this paragraph, including those moneys representing the excess of the aggregate Principal Balance of and accrued noncapitalized borrower interest on such Financed Student Loans released from this Indenture over the aggregate Principal Balance of and accrued noncapitalized borrower interest on the Eligible Loans transferred to this Indenture in exchange therefor, shall be deposited to the credit of the Principal Account and the Interest Account in accordance with the preceding paragraph. Any such Eligible Loans so transferred to this Indenture in exchange for Student Loans previously Financed from the Acquisition Fund shall, for all purposes of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

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Samples: Indenture of Trust (Education Loans Inc /De)

Common use of Acquisition Fund Clause in Contracts