Common use of Acquisition Fund Clause in Contracts

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in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible FFELP Loan Acquisition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.

Acquisition Fund. With respect to each series On the Date of NotesIssuance, the Trustee shall, upon delivery moneys shall be deposited to the initial purchasers thereof Acquisition Fund and from used (i) to make the proceeds thereoftransfer to the 2008 Indenture Trustee as set forth in Section 2.12(a)(i) hereof, credit (ii) to finance Eligible Loans as set forth in Section 2.12(a)(ii) hereof and (iii) to pay costs of issuance of the Notes as set forth in Section 2.12(a)(v) hereof. In addition, there shall be credited 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 including accrued borrower interest thereon) set forth in the Acquisition Fund)Sections 2.12(b) and 2.12(c) hereof. Balances Moneys on deposit 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 substantially the form of Exhibit E hereto to acquire Eligible Loans. No such amount shall be used for such purpose after the end of the Acquisition Period. Any Authority Order or Eligible 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 as applicable, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by described in this Section shall state that 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 proposed 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 is in compliance with the provisions of this Indenture. Financed Eligible Loans evidenced by promissory notes shall be held by the Authority or its agent or bailee and shall be pledged to the Trust Estate as a part of the Acquisition Fund, and a list of such Eligible Loans shall be provided by the Authority to the Trustee on or before the Date of Issuance (in the case of those Eligible Loans, if any, Financed on the Date of Issuance) and on each subsequent date of Financing (in the case of those Eligible Loans, if any, Financed after the Date of Issuance). In addition, on each Monthly Servicing and Administration Payment Date or Quarterly Distribution Date, to the extent there are insufficient Available Funds in the Collection Fund to make one or more authorized purposesof the transfers required by Section 5.04(b) (other than transfers to repurchase Eligible Loans from a Servicer or any Guaranty Agency as described in clause (a)(i) of the definition of Available Funds) and Section 5.04(c)(i) through Section 5.04(c)(v) hereof and to the extent moneys are not available to make such transfers from the Capitalized Interest Fund pursuant to Section 5.03 hereof, the Trustee, upon receipt of an Authority Order directing the same, shall withdraw from the Acquisition Fund on such Monthly Servicing and Administration Payment Date or Quarterly Distribution Date, as the case may be, (but only from cash and Investment Securities and not from Financed Eligible Loans unless otherwise directed by the Authority in writing), an amount equal to such deficiency and deposit such amount in the Collection Fund. If any funds remain in the Acquisition Fund on the Determination Date for the December 2011 Quarterly Distribution Date, or on such earlier date as the Authority may select pursuant to an Authority Order, the Trustee shall, without direction from or notice to the Authority, transfer all such remaining moneys or funds to the Collection Fund on or prior to the December 2011 Quarterly Distribution Date (and such amounts shall be invested included in Investment SecuritiesAvailable Funds to be applied on such Quarterly Distribution Date). While the Authority will be the legal and beneficial owner of the Financed Eligible Loans, it is understood and agreed that the Trustee will have a security interest in the Financed Eligible Loans for and on behalf of the Registered Owners. In the case of a single Financed Eligible Loan evidenced by a separate promissory note, each such promissory note will be held by the Authority, on behalf of the Trustee, for the benefit of the Registered Owners. In the case of a Financed Eligible Loan evidenced by a Master Promissory Note, the Authority shall cause the holder of the original Master Promissory Note to indicate by book entry on its books and records that the Authority is the legal and beneficial owner of the Financed Eligible Loan. Except (i) as provided in Section 4.11 Sections 5.08, 10.03 and 10.04 hereof, (ii) for consolidation or serialization purposes, (iii) for transfers to a Guaranty Agency, (iv) for transfers to a Servicer pursuant to its repurchase obligation under the applicable Servicing Agreement or for transfers to a Servicer or third party, as applicable, pursuant to its repurchase obligation under the applicable Servicing Agreement and/or Origination Agreement, (v) for transfers to a Seller pursuant to its repurchase obligation under its Student Loan Purchase Agreement, (vi) for transfers to the Authority pursuant to its repurchase obligation pursuant to Section 3.02(a) hereof and any earnings on Section 4.07(e) hereof, (vii) for sales of the Financed Eligible Loans required by law or income from said investments shall be deposited (viii) as set forth in the Revenue Fund following sentence, Financed Eligible Loans shall not be sold, transferred or otherwise disposed of by the Authority while any of the Notes are Outstanding. If necessary for administrative purposes, the Authority may sell Financed Eligible Loans free from the lien of this Indenture, so long as provided the sale price for any Financed Eligible Loan is not less than the Purchase Amount of such Financed Eligible Loan, the collective aggregate principal balance of all such sales does not exceed 5% of the Initial Pool Balance, the collective aggregate principal balance of all such sales in Section 4.6 hereofany calendar year does not exceed 1% of the Pool Balance (as of January 1 of that year) (or, with respect to the first calendar year, does not exceed 1% of the Initial Pool Balance), and the Authority hereby certifies the same to the Trustee, upon which the Trustee may conclusively rely.

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.

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 thatthat (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 acquiredacquired 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.

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 (includingincluding the payment of any related Premium and origination and guarantee fees, for this purposeif 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 paragraphthis 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 applicableany, 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 therebythereby 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 applicableguarantee 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 Loannext 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 IndentureSurplus 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 LoansLoans 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 CorporationIssuer'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 FundFees, 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 acquiredacquired 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 IndentureLoans 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 purposesFund, 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.

Acquisition Fund. With respect On the Date of Issuance, pursuant to each series of NotesSection 2.12 hereof, the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to $1,700,000 shall be deposited into the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance and $193,954,016 of such series of Notes. The Trustee Eligible Loans (which amount includes accrued interest thereon) 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 additionFinanced Eligible Loans, evidenced by promissory notes, shall be held by the Trustee Authority or its agent or bailee and shall also credit be pledged 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 Trust Estate as a part of the Acquisition Fund). Balances Moneys on deposit in the Acquisition Fund shall be used only for upon receipt of an Authority Order, to pay the costs of issuance of the Notes. Any such Authority Order shall state that such proposed use of moneys in the Acquisition Fund is in compliance with the provisions of this Indenture. In addition, on each Monthly Servicing Fee Payment Date, Monthly Administration Fee Payment Date or Quarterly Distribution Date, to the extent there are insufficient Available Funds in the Collection Fund to make one or more of the transfers required by Section 5.04(b) (a) the acquisition of other than transfers to repurchase Eligible Loans from a Servicer or any Guaranty Agency as described in clause (a)(i) of the definition of Available Funds) and 5.04(c)(i) through (c)(v) hereof and to the extent moneys are not available to make such transfers from the Capitalized Interest Fund pursuant to a Student Loan Purchase Agreement (including, for this purposeSection 5.03 hereof, the acquisition Trustee, upon receipt of an Authority Order directing the same, shall withdraw from the Acquisition Fund on such Monthly Servicing Fee Payment Date, Monthly Administration Fee Payment Date or Quarterly Distribution Date, as the case may be (but only from cash and Investment Securities and not from Financed Eligible Loans previously purchased or originated unless otherwise directed by the Corporation Authority in writing), an amount equal to such deficiency and deposit such amount in the Collection Fund. If any funds remain in the Acquisition Fund on the February 2010 Quarterly Distribution Date, or on such earlier date as the Authority may select pursuant to an Authority Order, the Trustee shall, without direction from or notice to the Authority, transfer all such remaining moneys or funds to the Collection Fund on such date. While the Authority will be the legal and beneficial owner of the Financed Eligible Loans, it is understood and agreed that the Trustee will have a security interest in the Financed Eligible Loans for and on behalf of the Corporation Registered Owners. In the case of a single Financed Eligible Loan evidenced by a separate promissory note, each such promissory note will be held by the Authority, on behalf of the Trustee, for the benefit of the Registered Owners. In the case of a Financed Eligible Loan evidenced by a Master Promissory Note, the Authority shall cause the holder of the original Master Promissory Note to indicate by book entry on its books and records that the Authority is the legal and beneficial owner of the Financed Eligible Loan. Except (i) as provided in Sections 5.08, 10.03 and 10.04 hereof, (ii) for consolidation or serialization purposes, (iii) for transfers to a Guaranty Agency, (iv) for transfers to a Servicer pursuant to its repurchase obligation under the applicable Servicing Agreement or for transfers to a Servicer or third party, as applicable, pursuant to its repurchase obligation under the applicable Servicing Agreement and/or Origination Agreement, (v) for transfers to a Seller pursuant to its repurchase obligation under its Student Loan Purchase Agreement from other available moneys of the Corporation) or Transfer Agreement, (bvi) 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 transfers to the Note Fund Authority pursuant to its repurchase obligation pursuant to Section 3.02(a) hereof and Section 4.07(e) hereof, or (vii) as set forth in the following paragraph)sentence, (e) Financed Eligible Loans shall not be sold, transferred or otherwise disposed of by the payment Authority while any 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 are Outstanding. If necessary for administrative purposes, 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 Authority may sell Financed Eligible Loans free 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 lien of this Indenture, be deemed to have been so long as the sale price for any Financed with moneys in Eligible Loan is not less than the Acquisition Fund Purchase Amount of such Financed Eligible Loan and shall be credited the collective aggregate principal balance of all such sales does not exceed $9,000,000.00, and the Authority hereby certifies the same to the Acquisition Fund and included in Trustee, upon which 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 hereofTrustee may conclusively rely.

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 amountamounts described in any Supplemental Indenture, if anymoneys 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 Obligationsto 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 Certificateevidenced 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 Certificatefor 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 andevidenced 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 in, to is the Registered Owner of the FFELP Loan 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 that the Trustee shall amend has a security interest in the Exhibit or Exhibits to FFELP Loan for the applicable Supplemental Indentures to reflect benefit of the addition of such student loan purchase agreements Registered Owners, each Credit Facility Provider, each Liquidity Facility Provider and such agreements shall become Student Loan Purchase Agreements for all purposes under this Indentureeach Surety Provider, as applicable. Any money received by the Corporation in connection with a sale and exchange of Financed Student Loans shall be sold, transferred or otherwise disposed of (other than for consolidation, serialization or transfer to a Guarantee Agency) by the Trustee free from the lien of this Indenture at any time pursuant to this paragraph, including those moneys representing a Corporation Order and if 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 Trustee is provided 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.following: