Common use of Revenue Fund Clause in Contracts

Revenue Fund. The Trustee and any Deposit Agent shall credit to the Revenue Fund: (i) all amounts received as interest, including federal interest subsidy payments, and principal payments with respect to Financed Student Loans, including all Guarantee payments and Special Allowance Payments with respect to Financed Student Loans (excluding, unless 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), (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, (iv) all Non-Delivery Fees, (v) all amounts to be transferred to the Revenue Fund from the Indemnification Fund, (vi) any amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue Fund, the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; and all other revenues and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made to the Secretary of Education in connection with Financed Student Loans, and (2) transfer the remainder of such moneys, as follows:

Revenue Fund. The Revenue Fund shall be held by the Trustee for the benefit of the Bonds. All interest and any Deposit other income from time to time received from the deposit of moneys in the Revenue Fund shall be retained in such fund and applied pursuant to this Section 5.7. On or before the third Business Day preceding the 15th day of each month, the Trustee shall provide a written notice or electronic notice to the Authority and the Oversight Agent shall credit to of the amount deposited in the Revenue Fund: . On the Business Day preceding the fifteenth day of each month (except as otherwise set forth below), the Trustee shall withdraw from the Revenue Fund and transfer to the following funds the amounts indicated in the following tabulation, in the following order of priority, or so much thereof as remains after first making all prior transfers: (a) into the Debt Service Fund, an amount equal to one-sixth of the interest due on the Bonds on the next Interest Payment Date, an amount equal to one- sixth of the principal coming due on the Bonds on the next Principal Payment Date, an amount equal to one- sixth of the mandatory sinking fund payment due on the Bonds on the next Principal Payment Date and an amount due on the next redemption date on the Bonds to be redeemed (other than pursuant to mandatory sinking fund redemption), provided that such payments may be net of accrued interest on investments of funds held under this Indenture; (b) into the Debt Service Reserve Fund, the amount, if any, needed to increase the balance therein to the Debt Service Reserve Fund Requirement; (c) into the Rebate Fund, the amount, if any, required to be deposited therein pursuant to Section 5.11 hereof; (d) into the General Account of the Administration Fund, commencing May 15, 2014, (i) all amounts received as interestthe amount, if any, necessary to pay or provide for one-twelfth of the Trustee Fee, including federal interest subsidy paymentsexpenses in connection with the purchase or redemption of any Bonds, all as provided and principal payments with respect to Financed Student Loans, including all Guarantee payments and Special Allowance Payments with respect to Financed Student Loans (excluding, unless otherwise provided contemplated in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior the annual budget filed by the Borrower pursuant to the date on which such Student Loans were Financed)Loan Agreement and specified by the Borrower in writing to the Trustee, (ii) unless otherwise provided in a Supplemental Indenture, proceeds an amount equal to one-twelfth of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase AgreementOversight Agent Fee, and (iii) an amount equal to one-twelfth of the other Fees and Charges, if any, all amounts received as earnings on or income from Investment Securities provided and contemplated in the Acquisition annual budget filed by the Borrower pursuant to the Loan Agreement and specified by the Borrower in writing to the Trustee (any fees and expenses of the Fiduciaries above and beyond the amount contemplated in the annual budget filed by the Borrower pursuant to the Loan Agreement shall be paid from the Surplus Fund); (e) commencing May 15, 2014, into the Reserve Fund, General Account of the Administration Fund, an amount equal to one-twelfth of the Authority Annual Fee; (f) into the Borrower Administration Fee Account of the Administration Fund an amount equal to the Borrower Administration Fee as such amount is set forth in writing from the Borrower to the Trustee, which Borrower Administration Fee is authorized hereunder, plus any amounts for previous periods not paid to the Borrower. Any such amounts so deposited to be paid to Millennium Housing Corporation, the sole member of the Borrower, on the last day of each month; (g) annually, into the Unrestricted Account of the Repair and Replacement Fund, the amount, if any, necessary to bring the aggregate amount on deposit in the Repair and Replacement Fund (including the Restricted Account therein) to $ ; and (h) only on the 60th day following the end of a Bond Year, after making all of the foregoing transfers, into the Surplus Fund and the Note Fund, (iv) all Non-Delivery Feesthe amount, (v) all amounts to be transferred to if any, remaining in the Revenue Fund from the Indemnification Fundpreceding Bond Year. Notwithstanding the foregoing, so long as the Borrower has monthly Net Operating Revenues that are at least equal to said month’s portion of items (via) any amounts received through (e) of this Section 5.7, then the Borrower may retain from Net Operating Revenues for such month the Borrower Administration Fee for such month and shall notify the Trustee in writing of the amount so retained to be paid by the Trustee pursuant Borrower to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue FundMillennium Housing Corporation, the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to sole member of the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; and all other revenues and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made to the Secretary of Education in connection with Financed Student Loans, and (2) transfer the remainder of such moneys, as follows:Borrower.

Revenue Fund. The Trustee and any Deposit Agent shall credit to deposit into the Revenue Fund: Fund (ia) all amounts received as interest, including federal interest subsidy payments, and principal payments with respect to Financed Student Loans, including all Guarantee payments and Special Allowance Payments with respect to Financed Student Loans (excluding, unless 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), (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, (iv) all Non-Delivery Fees, (v) all amounts required to be transferred to the Revenue Fund from the Indemnification Student Loan Holding Fund, (vi) any amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (viib) all amounts to be transferred to designated in Sections 2.10(a)(iv) and 2.10(b)(iv) hereof and (c) all Counterparty Swap Payments. Upon Issuer Order directing the same, moneys in the Revenue Fund from shall be used, on any date, to pay fees and expenses of the Alternative Loan Guarantee FundServicer when due under the Servicing Agreement insofar as the same relate to the Financed Eligible Loans, to pay Trustee fees and expenses incurred under this Indenture and the Custodian Agreement, to pay Auction Agent fees and expenses incurred under the Auction Agent Agreement, to pay Broker-Dealer fees and expenses incurred under any Broker-Dealer Agreement, to pay the Calculation Agent fees and expenses incurred hereunder, to pay fees and expenses of the Rating Agencies incurred hereunder, and other fees, taxes, including taxes related to the Issuer's income, and expenses with respect to the Trust Estate but not included as Maintenance and Operating Expenses. Pending transfers from Payments made in satisfaction of the fees and expenses described in the preceding sentence, other than taxes related to the Issuer's income and fees and expenses of the Servicer, shall not exceed the estimate of such fees and expenses described in Exhibit E-2 attached hereto until January 1, 1999, unless otherwise approved by each Rating Agency and on and after January 1, 1999, an annual amount not to exceed such estimated fees and expenses described in a Cash Flow Certificate to be approved by each Rating Agency for a period approved by each Rating Agency. Moneys in the Revenue FundFund shall also be used, on any date, to pay Maintenance and Operating Expenses in excess of the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue FundEstimated Amount, upon receipt by the Corporation, a Lender, SLFC, a Transferor or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted Issuer Order delivered to the Trustee or any Deposit Agent therefor for such credit. On and each Monthly Payment Date and on any other date on which Rating Agency directing the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such datesame, all such moneys theretofore received and then held by but only following delivery of a Deposit Agent shall be transferred Cash Flow Certificate to the TrusteeTrustee and each Rating Agency showing, among other things, that the payments required by this Section, other than Sections 5.03(k) through 5.03(l) hereof, will not be impaired and such amount has been approved by each Rating Agency. The Trustee shall deposit and credit all revenues to be credited to Money in the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; kept separate and apart from all other revenues Funds and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by used and transferred to (i) the Trustee forthwith upon receipt to Interest Fund on the Income Account. On first Business Day preceding each Monthly Interest Payment Date (other than a Transfer Date) as specified in (w), (x) and (y) below and (ii) the Operating Fund on any other date on which the Balance first Business Day of each month as specified in (z) below, all in the Note Fund is following order of precedence (any money not sufficient so transferred or paid to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date remain in the Repayment Account, (1) make any periodic rebate fee payments required Revenue Fund until subsequently applied pursuant to be made to the Secretary of Education in connection with Financed Student Loans, and (2) transfer the remainder of such moneys, as follows:this Section):

Revenue Fund. The Trustee and any Deposit Agent shall credit to the Revenue Fund: (i) all amounts received as interest, including federal interest subsidy payments, and principal payments with respect to Financed Student Loans, including all Guarantee Insurance payments and Guarantee payments, and all Special Allowance Payments with respect to Financed Student Loans (excluding, unless 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), (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, (iv) all Non-Delivery Fees, (v) all amounts to be transferred to the Revenue Fund from the Indemnification Rebate Fund, and (vi) any amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue Fund, the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor Lender or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other 4-13 date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; and all other revenues and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made to the Secretary of Education in connection with Financed Student Loans, and (2) transfer the remainder of such moneys, as follows:

Revenue Fund. The Trustee and any Deposit Agent shall credit to the Revenue Fund: (i) all amounts received as interest, including federal interest subsidy payments, and principal payments with respect to Financed Student Loans, including all Guarantee payments and Special Allowance Payments with respect to Financed Student Loans (excluding, unless 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), (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, (iv) all Non-Delivery Fees, (v) all amounts to be transferred to the Revenue Fund from the Indemnification Fund, (vi) any amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue Fund, the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; and all other revenues and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made to the Secretary of Education in connection with Financed Student Loans, and (2) transfer the remainder of such moneys, as follows:all

Revenue Fund. (a) The Trustee and any Deposit following amounts shall (subject to Section 3.8) be delivered to the Depositary Agent shall credit to directly for deposit into the Revenue Fund: , or if received by a Guarantor, as soon as practicable upon receipt, in either case in accordance with this Section 3.2(a): (i) subject to Section 3.1, all amounts revenues actually received as interest, including federal interest subsidy payments, by the Salton Sea Guarantors from the Salton Sea Projects and principal payments with respect to Financed Student Loans, including all Guarantee payments and Special Allowance Payments with respect to Financed Student Loans (excluding, unless otherwise provided in a Supplemental Indenture, any federal interest subsidy payments and Special Allowance Payments that accrued prior to revenues actually received by the date on which such Student Loans were Financed), Partnership Project Companies from the Partnership Projects; (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, all Equity Cash Flows and Royalties received by CEOC and VPC; (iii) to the extent not included in clause (ii), all amounts Equity Cash Flows and Royalties received as earnings on or income from Investment Securities by CEOC under the Magma Services Agreement and by VPC in respect of the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, Vulcan Project; (iv) all Non-Delivery Fees, Royalties received by the Royalty Guarantor; (v) all amounts from any Construction Fund, to the extent that, following Final Completion of the relevant New Project, there are excess funds in such Construction Fund and the Funding Corporation has not elected to deposit such excess funds into another Construction Fund; (vi) other than amounts required to be deposited into a Construction Fund pursuant to Section 3.10 and to the extent the Debt Service Reserve Fund is fully funded or the amounts in such Fund (not including any funds held in the Debt Service Reserve Bond Sub-Fund, the Debt Service Reserve LOC Loan Interest Sub-Fund or the Debt Service Reserve LOC Loan Principal Sub-Fund), together with the Debt Service Reserve Letter of Credit, equals the Debt Service Reserve Required Balance, any income from the investment of the monies in any of the Funds pursuant to Section 3.10; and (vii) all amounts required to be transferred to the Revenue Fund from any other Funds as contemplated under this Depositary Agreement or as provided in Section 7 of the Indemnification Fund, (vi) Intercreditor Agreement. If any of the foregoing amounts required to be deposited with the Depositary Agent in accordance with the terms of this Depositary Agreement are received by any Guarantor (or any Affiliate of such Guarantor), such Guarantor shall (or shall cause any such Affiliate to) hold such payments in trust for the Trustee pursuant Collateral Agent and shall promptly remit such payments to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from Depositary Agent for deposit in the Revenue Fund, in the moneys therein shall be invested form received, with any necessary endorsements. (b) In the event the Depositary Agent receives monies without adequate instruction with respect to the proper Fund in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required which such monies are to be credited deposited, the Depositary Agent shall deposit such moneys into the Revenue Fund, segregate such monies from all other amounts on deposit in the Revenue Fund and notify the Guarantors of the receipt of such monies. Upon receipt of written instructions from any Guarantor, the Depositary Agent shall transfer such monies from the Revenue Fund to the Fund specified by such instructions (other than the Distribution Fund). (c) The Funding Corporation and each Guarantor hereby irrevocably authorizes the Depositary Agent to make withdrawals and transfers of monies on each Funding Date (via wire transfer or otherwise in the discretion of the Depositary Agent) to the extent then available in the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor delivery of an officer's certificate of such Guarantor or a Servicer, the Funding Corporation (or any agent thereof, as of their duly authorized agents for such purposes) to the case may be, Depositary Agent three (3) Business Days prior to such Funding Date setting forth the amounts to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to withdrawn from the Revenue Fund as followsand the amounts to be transferred pursuant to this clause (c) pursuant to the terms of this Depositary Agreement in the following order of priority: (i) First: all such revenues received as payments To pay when due the amount of Operating and Maintenance Costs (including principal, interest and commitment fees due and payable with respect to Working Capital Debt and Debt incurred in connection with Interest Rate Protection Agreements) of any Guarantor or the Funding Corporation or otherwise in respect of principal any Project as set forth in the officer's certificate of Financed Student Loans such Guarantor or the Funding Corporation (or any of their duly authorized agents for such purposes) and certified by such officer's certificate to be the good faith estimate of the amounts payable for Operating and Maintenance Costs, and stating that the proviso immediately below does not apply to such withdrawal; provided that if the cumulative Operating and Maintenance Costs of such Guarantor in any fiscal year, including the amounts set forth in such officer's certificate, exceed the projected Operating and Maintenance Costs in the applicable annual operating budget of such Guarantor by more than 25%, then no amounts may be withdrawn on behalf of such Guarantor to pay non-budgeted operating costs unless there shall be credited by filed with the Trustee forthwith upon receipt Depositary Agent: (A) an officer's certificate of such Guarantor substantially in the form attached hereto as Exhibit B (the "Non-Budgeted Operating and Maintenance Costs Certificate"), dated not more than three (3) Business Days prior to such requested Disbursement Date; or (B) if the Repayment Account; and all other revenues and amounts, including all relevant Guarantor does not certify that (i) such revenues received as payments of or additional non- budgeted costs are reasonably designed to permit such Guarantor to satisfy its obligations in respect of its Project Note and maximize its revenue and net income and (ii) it is reasonable to expect that (A) a Debt Service Coverage Ratio of at least 1.4 to 1 will be maintained for the next 12-month period if such period ends prior to 2000 or (B) a Debt Service Coverage Ratio of at least 1.5 to 1 will be maintained for the next 12-month period if such period ends after January 1, 2000, an Independent Engineer's Certificate, in substan tially the form attached as Appendix I to Exhibit B, dated not more than three (3) Business Days prior to such requested Disbursement Date; (ii) Second: After making each applicable withdrawal and transfer specified in clause (i) above, withdraw and transfer from the Revenue Fund on each Funding Date, to the Depositary Agent, the Trustee, the agent under the Debt Service Reserve LOC Reimbursement Agreement, the agent for the Working Capital Facility Provider and the Collateral Agent any amounts set forth in an officer's certificate of the Funding Corporation or any Guarantor then due and payable to each of the Depositary Agent, the Trustee, the Collateral Agent, the agent under the Debt Service Reserve LOC Reimbursement Agreement or the agent for the Working Capital Facility Provider as Administrative Costs; provided, however, that if monies in the Revenue Fund are insufficient on any date to make the payments specified in this clause (ii), distribution of monies shall be made ratably to the specified recipients based on the respective amounts owed such recipients; (iii) Third: After making each applicable withdrawal and transfer specified in clauses (i) and (ii) above, transfer an amount set forth in an officer's certificate of the Funding Corporation or any Guarantor from the Revenue Fund on each Funding Date (A) to the Interest Fund an amount which, together with the amount then in such Fund and the amount in the Construction Period Debt Service Fund which is allocated to pay interest on the next succeeding Interest Payment Date pursuant to Section 3.1.4, equals all of the interest due or Special Allowance Payments with respect to Financed Student Loans, income from Investment becoming due on the Securities and Non(without duplication) the Project Notes, on the next succeeding Interest Payment Date, (B) to the Principal Fund an amount which, together with the amount then in such Fund, equals all of the principal and premium (if any) due or becoming due on the Securities and (without duplication) the Project Notes, on the next succeeding Principal Payment Date, (C) to the agent under the Debt Service Reserve LOC Reimbursement Agreement an amount which equals all of the commitment, letter of credit and fronting fees becoming due and payable under the Debt Service Reserve LOC Reimbursement Agreement on the next succeeding payment date, (D) to the Debt Service Reserve LOC Loan Interest Sub- Fund an amount which, together with the amount then in such Sub-Delivery FeesFund, equals all of the interest due or becoming due on any Debt Service Reserve LOC Loans on the next succeeding Interest Payment Date, and (E) to the Debt Service Reserve Bond Sub-Fund an amount which, together with the amount then in such Sub-Fund, equals all of the principal, premium (if any) and interest due or becoming due on all of the Debt Service Reserve Bonds on the next succeeding Scheduled Payment Date; provided, however, that if monies in the Revenue Fund are insufficient on any date to make the payments specified in this clause (iii), distribution of monies shall be credited by the Trustee forthwith upon receipt made ratably to the Income Account. On specified recipients based on the respective amounts owed such recipients; (iv) Fourth: After making each Monthly Payment Date applicable withdrawal and transfer specified in clauses (i), (ii) and (iii) above, withdraw from the Revenue Fund on each Funding Date, as set forth in an officer's certificate of the Funding Corporation or any Guarantor, and transfer (A) to the Debt Service Reserve LOC Loan Principal Sub-Fund an amount which, together with the amount then in such Sub-Fund, equals all of the principal outstanding on any other date Debt Service Reserve LOC Loans on which the Balance in next succeeding Principal Payment Date, (B) to the Note Fund is not sufficient to pay all amounts payable therefrom on such date, agent under the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, Debt Service Reserve LOC Reimbursement Agreement (1) make any periodic rebate fee payments direct loss (but excluding any indirect, consequential or incidental loss or damage), cost or out-of-pocket expense which the Debt Service Reserve LOC Provider or such other financial institution providing a Debt Service Reserve LOC Loan incurs as a result of a prepayment of any Debt Service Reserve LOC Loan bearing interest at a London interbank offered rate on a date which is not the last day of the applicable interest period, to the extent that such loss, cost or expense is required to be made paid to the Secretary of Education in connection with Financed Student LoansDebt Service Reserve LOC Provider and such other financial institutions under the agreement evidencing such Debt Service Reserve LOC Loan, and (2) transfer any amounts certified by the remainder Debt Service Reserve LOC Provider or any financial institution providing a Debt Service Reserve LOC Loan to be required to compensate such lender for amounts due under Sections 2.15, 2.16 and/or 2.17 of the Debt Service Reserve LOC Reimbursement Agreement (as in effect on the Closing Date, or any such moneyscorresponding section of any similar agreement refinancing or replacing such Debt Service Reserve LOC Reimbursement Agreement) and (C) if no Debt Service Reserve Letter of Credit is outstanding, to the Debt Service Reserve Fund an amount as follows:necessary to fund the Debt Service Reserve Fund up to the Debt Service Reserve Required Balance; provided, however, that if monies in the Revenue Fund are insufficient on any date to make the payments specified in this clause (iv), distribution of monies shall be made ratably to the specified recipients based on the respective amounts owed such recipients;

Revenue Fund. The Trustee (A) Except as otherwise provided herein, all Program Revenues, including without limitation all Borrower Payments and any Deposit Agent Contract Assistance Payments shall credit to promptly upon receipt by the Trust be deposited in the Revenue Fund: . The Master Trustee shall also deposit in the Revenue Fund any amounts directed to be so deposited or transferred to such Fund under any provision of this Trust Agreement, and other amounts transferred to the Master Trustee in accordance with the provisions hereof, and shall hold for the account of the Revenue Fund all Loans. (iB) On or before each Debt Service Payment Date for the Outstanding Bonds, the Master Trustee shall apply the balance on deposit in the Revenue Fund as follows and in the following order of priority, provided that, if the Trust by Supplemental Trust Agreement shall have created one or more additional funds and accounts or subaccounts within Funds and Accounts in accordance with Section 5.2 hereof, the Trust may by Supplemental Trust Agreement modify the priority set forth in any clause of this Paragraph (B) other than the priority of Clauses (1) through (5) of this Paragraph (B)): (1) To the Senior Debt Service Fund, if and to the extent required so that the balance therein shall equal the sum of (a) all amounts received as interest, including federal due and unpaid interest subsidy payments, and all interest to become due on such Debt Service Payment Date on the Senior Bonds Outstanding; (b) all due and unpaid principal payments and all principal to become due on such Debt Service Payment Date on the Senior Bonds Outstanding; and (c) all Scheduled Hedge Payments due under Parity Hedge Agreements and Reimbursement Obligations due with respect to Financed Student LoansSenior Bonds; (2) To the Subordinate Debt Service Fund, including if and to the extent required so that the balance therein shall equal the sum of (a) all Guarantee payments due and Special Allowance unpaid interest and all interest to become due on such Debt Service Payment Date on the Subordinate Bonds Outstanding; and (b) all due and unpaid principal and all principal to become due on such Debt Service Payment Date on the Subordinate Bonds Outstanding; and (c) all Scheduled Hedge Payments due under Parity Hedge Agreements and Reimbursement Obligations due with respect to Financed Student Loans Subordinate Bonds; (excluding3) To the Rebate Fund, unless otherwise provided in a Supplemental Indenture, any federal interest subsidy payments if and Special Allowance Payments that accrued prior to the date on which such Student Loans were Financedextent required so that the amount therein shall equal the Rebate Requirement, if any, as most recently calculated in accordance with Section 5.15 hereof; (4) To the Clean Water Account or the Drinking Water Account, as applicable, within the Senior Debt Service Reserve Fund (as directed by the Trust), to the extent and in the amount of any draws on the applicable Account theretofore made as provided herein due to a Payment Default, but only to the extent of Program Revenues received and deposited in the Revenue Fund in satisfaction of such Payment Default; (ii5) unless otherwise To the Clean Water Account or the Drinking Water Account, as applicable, within the Subordinate Debt Service Reserve Fund (as directed by the Trust), to the extent and in the amount of any draws on the applicable Account theretofore made as provided herein due to a Payment Default, but only to the extent of Program Revenues received and deposited in a Supplemental Indenturethe Revenue Fund in satisfaction of such Payment Default; (6) To the Senior Redemption Fund or Subordinate Redemption Fund, proceeds as directed by an Authorized Officer of the resale to a Lender Trust, all or SLFC any portion of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities remaining balance in the Acquisition Revenue Fund; and (7) To the Clean Water Equity Fund or the Drinking Water Equity Fund, upon the Reserve Fundorder of the Trust, all or any portion of the remaining balance in the Revenue Fund as requested in writing by the Trust, but only upon receipt by the Master Trustee of a certificate of an Authorized Officer of the Trust to the effect that following such payment expected Program Revenues and other funds available for the purpose will be sufficient to pay in the current and each subsequent Fiscal Year Aggregate Debt Service when due and all required deposits, if any, into all Funds and Accounts established and maintained hereunder. (C) As long as no Event of Default shall have occurred and be continuing, the Administration Fund, Master Trustee shall be entitled to rely without inquiry on a certificate of an Authorized Officer of the Surplus Fund and Trust as to the Note Fund, (iv) all Non-Delivery Fees, (v) all proper amounts to be transferred deposited in the various Funds and Accounts as required by this Section. The Trust agrees to furnish the Revenue Fund from Master Trustee with such a certificate prior to each time the Indemnification Fund, (vi) any Master Trustee is required or directed to allocate amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue Fund. The Master Trustee shall retain copies of such certificates while there are any such Bonds Outstanding and shall also maintain appropriate records of the interest or other income earned on investment or deposit of all such amounts while held hereunder in any Fund or Account. (D) Notwithstanding anything in this Section to the contrary, the moneys therein so long as there shall be invested held in Investment Securities as provided in Section 4.11 hereof, the Senior Debt Service Fund an amount sufficient to fully pay all Senior Bonds Outstanding and any earnings Scheduled Hedge Payments and Reimbursement Obligations secured on parity with the Senior Bonds in accordance with their terms (including principal amount or income from said investments Redemption Price and interest) no deposits shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; and all other revenues and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made into the Senior Debt Service Fund. Notwithstanding anything in this Section to the Secretary of Education contrary, so long as there shall be held in connection the Subordinate Debt Service Fund an amount sufficient to fully pay all Subordinate Bonds Outstanding and any Scheduled Hedge Payments and Reimbursement Obligations secured on parity with Financed Student Loans, the Subordinate Bonds in accordance with their terms (including principal amount or Redemption Price and (2interest) transfer no deposits shall be required to be made into the remainder of such moneys, as follows:Subordinate Debt Service Fund.

Revenue Fund. The Trustee and any Deposit Agent shall ------------ credit to the Revenue Fund: (i) all amounts received as interest, including federal interest subsidy payments, and principal payments with respect to Financed Student Loans, including all Guarantee Insurance payments and Guarantee payments, and all Special Allowance Payments with respect to Financed Student Loans (excluding, unless 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), (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, (iv) all Non-Delivery Fees, (v) all amounts to be transferred to the Revenue Fund from the Indemnification Rebate Fund, and (vi) any amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue Fund, the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue Fund, upon receipt by the Corporation, a Lender, SLFC, a Transferor Lender or a Servicer, or any agent thereof, as the case may be, to be forthwith transmitted to the Trustee or any Deposit Agent therefor for such credit. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Trustee shall deposit and credit all revenues to be credited to the Revenue Fund as follows: all such revenues received as payments of or in respect of principal of Financed Student Loans shall be credited by the Trustee forthwith upon receipt to the Repayment Account; and all other revenues and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments with respect to Financed Student Loans, income from Investment Securities and Non-Non- Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made to the Secretary of Education in connection with Financed Student Loans, and (2) transfer the remainder of such moneys, as follows:

Revenue Fund. The Trustee and any Deposit Agent shall credit to the Revenue Fund: (iA) Except as otherwise provided herein, all amounts received as interestProgram Revenues, including federal interest subsidy payments, without limitation all Borrower Payments and principal payments with respect to Financed Student Loans, including all Guarantee payments and Special Allowance Contract Assistance Payments with respect to Financed Student Loans (excluding, unless 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), (ii) unless otherwise provided in a Supplemental Indenture, proceeds of the resale to a Lender or SLFC of any Financed Student Loans pursuant to such Lender's or SLFC's repurchase obligation under the applicable Student Loan Purchase Agreement, (iii) all amounts received as earnings on or income from Investment Securities in the Acquisition Fund, the Reserve Fund, the Administration Fund, the Surplus Fund and the Note Fund, (iv) all Non-Delivery Fees, (v) all amounts to be transferred to the Revenue Fund from the Indemnification Fund, (vi) any amounts received by the Trustee pursuant to the indemnification provisions of any Joint Sharing Agreement, and (vii) all amounts to be transferred to the Revenue Fund from the Alternative Loan Guarantee Fund. Pending transfers from the Revenue Fund, the moneys therein shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be retained therein. The Corporation shall cause all amounts required to be credited to the Revenue Fund, promptly upon receipt by the Corporation, a Lender, SLFC, a Transferor or a Servicer, or Trust be deposited in the Revenue Fund. The Master Trustee shall also deposit in the Revenue Fund any agent thereof, as the case may be, amounts directed to be forthwith transmitted so deposited or transferred to the Trustee or such Fund under any Deposit Agent therefor for such credit. On each Monthly Payment Date provision of this Trust Agreement, and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, all such moneys theretofore received and then held by a Deposit Agent shall be transferred to the Trustee. The Master Trustee in accordance with the provisions hereof, and shall hold for the account of the Revenue Fund all Loans. (B) On or before each Debt Service Payment Date for the Outstanding Bonds, the Master Trustee shall apply the balance on deposit and credit all revenues to be credited to in the Revenue Fund as follows: all such revenues received as payments follows and in the following order of priority, provided that, if the Trust by Supplemental Trust Agreement shall have created one or more additional funds and accounts or subaccounts within Funds and Accounts in respect accordance with Section 5.2 hereof, the Trust may by Supplemental Trust Agreement modify the priority set forth in any clause of principal this Paragraph (B) other than the priority of Financed Student Loans shall be credited by Clauses (1) through (5) of this Paragraph (B)): (1) To the Trustee forthwith upon receipt Senior Debt Service Fund, if and to the Repayment Accountextent required so that the balance therein shall equal the sum of (a) all due and unpaid interest and all interest to become due on such Debt Service Payment Date on the Senior Bonds Outstanding; (b) all due and unpaid principal and all principal to become due on such Debt Service Payment Date on the Senior Bonds Outstanding; and (c) all other revenues Scheduled Hedge Payments due under Parity Hedge Agreements and amounts, including all such revenues received as payments of or in respect of interest on or Special Allowance Payments Reimbursement Obligations due with respect to Financed Student Loans, income from Investment Securities and Non-Delivery Fees, shall be credited by the Trustee forthwith upon receipt to the Income Account. On each Monthly Payment Date and on any other date on which the Balance in the Note Fund is not sufficient to pay all amounts payable therefrom on such date, the Trustee shall, from the moneys received since the preceding Monthly Payment Date in the Repayment Account, (1) make any periodic rebate fee payments required to be made to the Secretary of Education in connection with Financed Student Loans, and Senior Bonds; (2) transfer To the remainder Subordinate Debt Service Fund, if and to the extent required so that the balance therein shall equal the sum of (a) all due and unpaid interest and all interest to become due on such moneys, as follows:Debt Service Payment Date on the Subordinate Bonds Outstanding; and