Common use of GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS OR FUNDS Clause in Contracts

GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS OR FUNDS. (a) Each Pledged Account or Fund shall relate solely to the Bonds and to the Student Loans and other property securing the Bonds. Funds and other property in each Pledged Account or Fund shall be at all times separately accountable on the internal books and records of the Trustee. Funds and other property in each Pledged Account or Fund shall not be commingled with any other funds or property of the Issuer or any Affiliate thereof. Notwithstanding the foregoing, the Trustee may hold any funds or other property received or held by it as part of a Pledged Account or Fund in collective accounts maintained by it in the normal course of its business and containing funds or property held by it for other Persons (which may include the Issuer or an Affiliate), provided that such accounts are under the sole control of the Trustee and the Trustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to each Pledged Account or Fund. (b) The Issuer agrees not to direct the Trustee to make any investment of any funds in a Pledged Account or Fund or to sell any investment held in a Pledged Account or Fund except under the following terms and conditions: (i) each such investment shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (or, if, as indicated by an Opinion of Counsel delivered to the Trustee, applicable law provides for perfection of security interests of an investment not evidenced by a certificate or other instrument through a recordation of such security interests on books maintained by or on behalf of the issuer of such investment, such security interests may be so recorded); (ii) the Trustee shall have sole control over such investment, the income thereon and the proceeds thereof; (iii) any certificate or other instrument evidencing such investment shall be delivered directly to the Trustee or its agent; and (iv) the proceeds of each sale of such an investment shall be remitted by the purchaser thereof directly to the Trustee for deposit in the Pledged Account or Fund in which such investment was held. (c) If any amounts are needed for disbursement from a Pledged Account or Fund and sufficient uninvested funds are not available therein to make such disbursement, in the absence of an Issuer Order for the liquidation of investments held therein in an amount sufficient to provide the required funds, the Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Pledged Account or Fund. (d) The Trustee shall not in any way be held liable by reason of any insufficiency in any Pledged Account or Fund except for losses on investments that are liabilities of State Street Bank and Trust Company in its commercial capacity as obligor under the terms of this Indenture. (e) All investments of funds in a Pledged Account or Fund and all sales of investments held in a Pledged Account or Fund shall, except as provided below, be made by the Trustee in accordance with an Issuer Order. Subject to compliance with the requirements of Section 3.03(b), such Issuer Order may authorize the Trustee to make the specific investments set forth therein, to make investments from time to time consistent with the general instructions set forth therein, or to make specific investments pursuant to written or telegraphic instructions of the employees or agents of the Issuer identified therein, in each case in such amounts as such Issuer Order shall specify. In the event that: (i) the Issuer shall have failed to give written investment directions to the Trustee by 10:00 A.M. New York City time on any Business Day authorizing the Trustee to invest the funds then in a Pledged Account or Fund; (ii) a Default or Event of Default shall have occurred and be continuing but the Bonds shall not have been declared due and payable pursuant to Section 6.02, or if the Bonds shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 6.04; or (iii) an Event of Default shall have occurred and be continuing, the Bonds shall have been declared due and payable pursuant to Section 6.02, and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 6.07; the Trustee shall invest and reinvest the funds then in each related Pledged Account or Fund to the fullest extent practicable, in such manner as the Trustee shall from time to time determine, but only in the Eligible Investment which is a money market fund rated by the Rating Agency in its highest rating category. If no such investment vehicle is available, the funds shall remain uninvested. All investments made pursuant to clause (i) above shall mature on the next Business Day following the date of such investment and all such investments made pursuant to Clause (ii) above shall mature no later than the maturity date therefor permitted by Section 3.03(b) or 3.09(d) and all investments made pursuant to clause (iii) above shall mature no later than the first date following the date of such investment on which the Trustee proposes to make a distribution to Holders of Bonds.

GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS OR FUNDS. (a) Each Pledged Account or Fund shall relate solely to the Bonds and to the Student Loans and other property securing the Bonds. Funds and other property in each Pledged Account or Fund shall be at all times separately accountable on the internal books and records of the Trustee. Funds and other property in each Pledged Account or Fund shall not be commingled with any other funds or property of the Issuer or any Affiliate thereof. Notwithstanding the foregoing, the Trustee may hold any funds or other property received or held by it as part of a Pledged Account or Fund in collective accounts maintained by it in the normal course of its business and containing funds or property held by it for other Persons (which may include the Issuer or an Affiliate), provided that such accounts are under the sole control of the Trustee and the Trustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to each Pledged Account or Fund. (b) The Issuer agrees not to direct the Trustee to make any investment of any funds in a Pledged Account or Fund or to sell any investment held in a Pledged Account or Fund except under the following terms and conditions: (i) each such investment shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (or, if, as indicated by an Opinion of Counsel delivered to the Trustee, applicable law provides for perfection of security interests of an investment not evidenced by a certificate or other instrument through a recordation of such security interests on books maintained by or on behalf of the issuer of such investment, such security interests may be so recorded); (ii) the Trustee shall have sole control over such investment, the income thereon and the proceeds thereof; (iii) any certificate or other instrument evidencing such investment shall be delivered directly to the Trustee or its agent; and (iv) the proceeds of each sale of such an investment shall be remitted by the purchaser thereof directly to the Trustee for deposit in the Pledged Account or Fund in which such investment was held. (c) If any amounts are needed for disbursement from a Pledged Account or Fund and sufficient uninvested funds are not available therein to make such disbursement, in the absence of an Issuer Order for the liquidation of investments held therein in an amount sufficient to provide the required funds, the Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Pledged Account or Fund. (d) The Trustee shall not in any way be held liable by reason of any insufficiency in any Pledged Account or Fund except for losses on investments that are liabilities of State Street Bank and Trust Company in its commercial capacity as obligor under the terms of this Indenture. (e) All investments of funds in a Pledged Account or Fund and all sales of investments held in a Pledged Account or Fund shall, except as provided below, be made by the Trustee in accordance with an Issuer Order. Subject to compliance with the requirements of Section 3.03(b), such Issuer Order may authorize the Trustee to make the specific investments set forth therein, to make investments from time to time consistent with the general instructions set forth therein, or to make specific investments pursuant to written or telegraphic telecopied instructions of the employees or agents of the Issuer identified therein, in each case in such amounts as such Issuer Order shall specify. In the event that: (i) the Issuer shall have failed to give written investment directions to the Trustee by 10:00 A.M. New York City time on any Business Day authorizing the Trustee to invest the funds then in a Pledged Account or Fund; (ii) a Default or Event of Default shall have occurred and be continuing but the Bonds shall not have been declared due and payable pursuant to Section 6.02, or if the Bonds shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 6.04; or (iii) an Event of Default shall have occurred and be continuing, the Bonds shall have been declared due and payable pursuant to Section 6.02, and amounts collected or receivable re ceivable from the Trust Estate are being applied in accordance with Section 6.07; the Trustee shall invest and reinvest the funds then in each related Pledged Account or Fund to the fullest extent practicable, in such manner as the Trustee shall from time to time determine, but only in the investment under clause (v) in the definition of Eligible Investment which is a money market fund rated by the Rating Agency in its highest rating categoryInvestment. If no such investment vehicle is available, the funds shall remain uninvested. All investments made pursuant to clause (i) above shall mature on the next Business Day following the date of such investment and all such investments made pursuant to Clause (ii) above shall mature no later than the maturity date therefor permitted by Section 3.03(b) or 3.09(d) and all investments made pursuant to clause (iii) above shall mature no later than the first date following the date of such investment on which the Trustee proposes to make a distribution to Holders of Bonds.