Common use of Acquisition Account Clause in Contracts

Acquisition Account. Upon delivery of the Notes to the initial purchasers thereof and from the proceeds thereof, the Trustee shall credit to the Acquisition Account the amount provided in Section 3.3. Balances in the Acquisition Account 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, including the making of additional disbursements on the Initial Portfolio Loans, (c) the payment of Administrative Allowances and Trustee Fees (upon transfer to the Collection Account as set forth in the following paragraph), (d) the payment of Debt Service on the Notes (upon transfer to the Collection Account as set forth in the following paragraph), and (e) the payment of Indemnification Payments (upon transfer to the Collection Account as set forth in the following paragraph). The Trustee shall make payments to GOAL Funding and GOAL Funding II from the Acquisition Account on the Closing Date for the acquisition of Eligible Loans (such payments to be made at the purchase prices specified therein) pursuant to the applicable Series 2005-1 Transfer Agreement, as provided in Section 3.3(d) hereof, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreements. The Trustee shall make payments to Lenders from the Acquisition Account for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor herein), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible Loan Acquisition Certificate and all documents, opinions, certificates and amounts required thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Account for the purchase of Eligible Loans pursuant to an Eligible 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 Loans. The Trustee shall make payments from the Acquisition Account for the origination of Eligible Loans upon receipt by the Trustee of an Eligible Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make payments to a Transferor from the Acquisition Account for the acquisition of Eligible Loans pursuant to a Transfer Agreement, other than a Series 2005-1 Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor herein), 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. After any such acquisition, the Corporation and the Trustee shall amend Exhibit C-1, C-2 or C-3, as appropriate, 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 Account (other than any portion of such Balance consisting of Student Loans) which constitute Available Funds shall be used and applied on any Monthly Payment Date or Quarterly Payment Date to the payment of any Indemnification Payments, Administrative Allowances, Trustee Fees or Debt Service on the Notes as provided in Section 5.6 without further authorization or direction. In connection with the redemption of all Notes pursuant to Section 4.3 hereof, any amounts in the Acquisition Account shall be applied to the payment of the Redemption Price and other amounts due hereunder on such date. In the event that, after transfers to the Collection Account from all other Accounts, a deficiency exists in the amount necessary to make any Indemnification Payment required by Section 5.12 hereof, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Account at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Collection Account. The unpaid principal balance of Financed Student Loans in the Acquisition Account shall be included in the Balance of the Acquisition Account 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 and proceeds from the sale or other conveyance of Financed Student Loans shall be credited to the Collection Account as provided in Section 5.3 hereof. The price paid to purchase an Eligible Loan from the Balances in the Acquisition Account (other than the Eligible Loans to be purchased pursuant to the Series 2005-1 Transfer Agreements, the purchase price for which is set forth in such agreements) shall not exceed 100% of the remaining unpaid principal amount of such Eligible Loan, plus accrued Special Allowance Payments and noncapitalized interest thereon, if any, to the date of purchase, reasonable transfer, origination and assignment fees, if applicable, and a premium which would not cause the weighted average of the premiums paid on all Eligible Loans Financed from the Acquisition Account to exceed 2.45% (or such greater premium the payment of which will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, the Administrative Allowance or Trustee Fees, as shown in a subsequent Cash Flow Projection received by the Trustee, and which will not result in the reduction or withdrawal of the outstanding rating assigned by any Rating Agency to the Notes, as evidenced in writing to the Trustee by each such Rating Agency), and as otherwise authorized herein. The Corporation shall not purchase or originate any Financed Student Loans which are subject to any interest rate reduction or other program that would reduce the yield thereon (I) if such yield reduction (a) is more than 2.0% per annum plus (provided there are no delinquencies in the first 24 months) return of some or all of the origination fee in excess of $250, (b) may commence if any of the first forty-eight (48) consecutive payments have not been received in a timely fashion or (c) may continue if any payments are not received in a timely fashion, or (II) from Balances in the Acquisition Account if, as a result of such purchase or origination, the aggregate of the amounts applied from such Balances to the purchase or origination of Student Loans subject to such programs would exceed 50% of the aggregate of the amounts applied from such Balances to the purchase or origination of all Student Loans, unless the Corporation delivers to the Trustee (i) a Corporation Certificate certifying that, based on a Cash Flow Projection, the purchase or origination of such Student Loan will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, and (ii) written confirmation from each Rating Agency then rating the Notes that the purchase or origination of such Student Loan will not result in a reduction or withdrawal of the rating of the Notes; provided that the foregoing restrictions shall not apply to the purchase or origination of any Student Loan subject to a yield reduction program which the Corporation may, at its option, discontinue at any time and which would not reduce the yield thereon by more than .25% per annum. The Corporation shall not agree to, or permit any Servicer to agree to, any discount or other reduction in the yield on any Student Loan Financed from Balances in the Acquisition Account (other than any such reduction that existed at the time such Student Loan was so Financed) if, as a result thereof, the yield on such Student Loan would be reduced by more than .25% per annum, unless the Corporation delivers to the Trustee (1) a Corporation Certificate certifying that, based on a Cash Flow Projection, such reduction will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, and (2) written confirmation from each Rating Agency then rating the Notes that such reduction will not result in a reduction or withdrawal of the rating of the Notes. The Corporation shall not purchase or originate any Eligible Loan from the Balances in the Acquisition Account if, as a result of an amendment to the Higher Education Act after the date of this Indenture (other than an amendment contained in a bxxx currently pending in Congress and subsequently enacted into law), such Eligible Loan bears a rate of interest that is lower than the rate of interest such Eligible Loan would have borne under the Higher Education Act as it currently exists, unless the Corporation delivers to the Trustee (1) a Corporation Certificate certifying that, based on a Cash Flow Projection, the purchase or origination of such Eligible Loan will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, and (2) written confirmation from each Rating Agency then rating the Notes that the purchase or origination of such Eligible Loan will not result in a reduction or withdrawal of the rating of the Notes. Any amounts remaining in the Acquisition Account as of the end of the Pre-Funding Period shall be transferred by the Trustee to the Collection Account. Pending application of moneys in the Acquisition Account for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 5.9 hereof, and any earnings on or income from said investments shall be deposited in the Collection Account as provided in Section 5.3 hereof.

Acquisition Account. Upon delivery of the Notes to the initial purchasers thereof and To (A) deposit net proceeds from the proceeds thereof, issuance of Notes (after the Trustee shall credit payment of sales expenses pursuant to Section 2.01(b) hereof) into the Acquisition Account as described in Section 2.01 and moneys transferred to the Acquisition Account the amount provided in Section 3.3. Balances in the Acquisition Account 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, including the making of additional disbursements on the Initial Portfolio Loans, (c) the payment of Administrative Allowances and Trustee Fees (upon transfer to the Collection Account as set forth in the following paragraph), (d) the payment of Debt Service on the Notes (upon transfer to the Collection Account as set forth in the following paragraph), and (e) the payment of Indemnification Payments (upon transfer to the Collection Account as set forth in the following paragraph). The Trustee shall make payments to GOAL Funding and GOAL Funding II from the Acquisition Account on the Closing Date for the acquisition of Eligible Loans (such payments to be made at the purchase prices specified therein) pursuant to the applicable Series 2005-1 Transfer Agreement, as provided in Section 3.3(d) hereof, upon receipt by the Trustee of all documents, opinions, certificates and amounts required by such Transfer Agreements. The Trustee shall make payments to Lenders from the Acquisition Account for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor herein), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible Loan Acquisition Certificate and all documents, opinions, certificates and amounts required thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Account for the purchase of Eligible Loans pursuant to an Eligible 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 Loans. The Trustee shall make payments from the Acquisition Account for the origination of Eligible Loans upon receipt by the Trustee of an Eligible Loan Origination Certificate and all documents, opinions and certificates required thereby. The Trustee shall make payments to a Transferor from the Acquisition Account for the acquisition of Eligible Loans pursuant to a Transfer Agreement, other than a Series 2005-1 Transfer Agreement (such payments to be made at purchase prices not in excess of the amount specified therefor herein), 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. After any such acquisition, the Corporation and the Trustee shall amend Exhibit C-1, C-2 or C-3, as appropriate, 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 Account (other than any portion of such Balance consisting of Student Loans) which constitute Available Funds shall be used and applied on any Monthly Payment Date or Quarterly Payment Date to the payment of any Indemnification Payments, Administrative Allowances, Trustee Fees or Debt Service on the Notes as provided in Section 5.6 without further authorization or direction. In connection with the redemption of all Notes Fund pursuant to Section 4.3 hereof5.01(b)(iii)(C) and (E) below, any (B) invest the amounts in the Acquisition Account shall be applied in Permitted Investments as provided in Section 5.01(d) below, (C) withdraw and transfer as directed in writing (or orally, confirmed in writing) by the Debtor to purchase Eligible Receivables and Assets described on schedules delivered to the payment Trustee in which the Debtor, the Servicer or Administrator certifies in writing that the Receivables and Assets to be acquired meet the requirements of an Asset or Eligible Receivable, (D) to redeem Notes in accordance with the Redemption Price provisions of this Note Agreement and other amounts due hereunder any supplemental Note Agreement, and (E) if on such date. In any Interest Payment Date or upon the event that, after transfers to maturity of a Note there are not sufficient moneys on deposit in the Collection Account from all other Accounts, a deficiency exists in the amount necessary to make any Indemnification Payment the transfers required by Section 5.12 hereof5.01(f)(iv) or (v), or both, to timely pay amounts due with respect to the Notes, then, as directed by the Debtor in writing, the Trustee shall use its best efforts to sell Student Loans included in the Balance of the Acquisition Account at the best price available to the extent of such deficiency; and the proceeds of any such sale shall be credited to the Collection Account. The unpaid principal balance of Financed Student Loans in the Acquisition Account shall be included in the Balance of the Acquisition Account 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 and proceeds from the sale or other conveyance of Financed Student Loans shall be credited to the Collection Account as provided in Section 5.3 hereof. The price paid to purchase an Eligible Loan from the Balances in the Acquisition Account (other than the Eligible Loans to be purchased pursuant to the Series 2005-1 Transfer Agreements, the purchase price for which is set forth in such agreements) shall not exceed 100% of the remaining unpaid principal amount of such Eligible Loan, plus accrued Special Allowance Payments and noncapitalized interest thereon, if any, to the date of purchase, reasonable transfer, origination and assignment fees, if applicable, and a premium which would not cause the weighted average of the premiums paid on all Eligible Loans Financed transfer from the Acquisition Account to exceed 2.45% (or the Collection Account an amount of funds not exceeding the amount of any such greater premium the payment of which will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notesdeficiency.[IF FUNDS FROM NEW NOTES CAN BE USED TO REDEEM OLD NOTES, the Administrative Allowance or Trustee Fees, as shown in a subsequent Cash Flow Projection received THIS SHOULD BE DISCLOSED-CURRENTLY IT IS NOT A PERMISSIBLE USE OF NOTE PROCEEDS] Any direction by given by the Trustee, and which will not result in the reduction or withdrawal of the outstanding rating assigned by any Rating Agency Debtor pursuant to the Notes, as evidenced in writing to the Trustee by each such Rating Agency), and as otherwise authorized herein. The Corporation Section 5.01(b)(i)(C) above shall not purchase or originate any Financed Student Loans which are subject to any interest rate reduction or other program that would reduce the yield thereon (I) if such yield reduction (a) is more than 2.0% per annum plus (provided there are no delinquencies in the first 24 months) return of some or all of the origination fee in excess of $250, (b) may commence if any of the first forty-eight (48) consecutive payments have not been received in a timely fashion or (c) may continue if any payments are not received in a timely fashion, or (II) from Balances in the Acquisition Account if, as a result of such purchase or origination, the aggregate of the amounts applied from such Balances to the purchase or origination of Student Loans subject to such programs would exceed 50% of the aggregate of the amounts applied from such Balances to the purchase or origination of all Student Loans, unless the Corporation delivers to the Trustee (i) a Corporation Certificate certifying that, based on a Cash Flow Projection, the purchase or origination of such Student Loan will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, and (ii) written confirmation from each Rating Agency then rating the Notes that the purchase or origination of such Student Loan will not result in a reduction or withdrawal of the rating of the Notes; provided that the foregoing restrictions shall not apply to the purchase or origination of any Student Loan subject to a yield reduction program which the Corporation may, at its option, discontinue at any time and which would not reduce the yield thereon by more than .25% per annum. The Corporation shall not agree to, or permit any Servicer to agree to, any discount or other reduction in the yield on any Student Loan Financed from Balances in the Acquisition Account (other than any such reduction that existed at the time such Student Loan was so Financed) if, as a result thereof, the yield on such Student Loan would be reduced by more than .25% per annum, unless the Corporation delivers to the Trustee (1) a Corporation Certificate certifying that, based on a Cash Flow Projection, such reduction will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, and (2) written confirmation from each Rating Agency then rating the Notes state that such reduction will not result in a reduction or withdrawal of the rating of the Notes. The Corporation shall not purchase or originate any Eligible Loan from the Balances in the Acquisition Account if, as a result of an amendment to the Higher Education Act after the date of this Indenture (other than an amendment contained in a bxxx currently pending in Congress and subsequently enacted into law), such Eligible Loan bears a rate of interest that is lower than the rate of interest such Eligible Loan would have borne under the Higher Education Act as it currently exists, unless the Corporation delivers to the Trustee (1) a Corporation Certificate certifying that, based on a Cash Flow Projection, the purchase or origination of such Eligible Loan will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, and (2) written confirmation from each Rating Agency then rating the Notes that the purchase or origination of such Eligible Loan will not result in a reduction or withdrawal of the rating of the Notes. Any amounts remaining in the Acquisition Account as of the end of the Pre-Funding Period shall be transferred by the Trustee to the Collection Account. Pending application proposed use of moneys in the Acquisition Account for one is in compliance with the provisions of this Note agreement. If the Debtor determines that all or more authorized purposes, any portion of such moneys shall cannot be invested so used, then the Debtor may direct the Trustee in Investment Securities, as provided writing to redeem Notes in Section 5.9 hereof, and accordance with any earnings on or income from said investments shall be deposited in the Collection Account as provided in Section 5.3 hereofsupplemental Note Agreement.