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), (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 Rebate Fund (upon transfer to the Rebate Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to Lenders 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in the Supplemental Indenture which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt by the Trustee of an Eligible Loan Acquisition Certificate and all documents, opinions and certificates required thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund 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 or shall authorize the Deposit Agent to make payments from the Acquisition Fund 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. 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 Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund and the Note Fund, to make any deposit to the credit of the 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 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 Rebate Fund from all other Funds and Accounts, a deficiency exists in the 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 Rebate Fund, to the extent of any deficiency in the Rebate Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the 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, 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 (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 the Trustee shall have received an Eligible Loan Acquisition 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, 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 Rebate Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired 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 A special fund is hereby created and established with the First National Bank of Xxxxxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, Gillette, Wyoming (the "Bank"), to each series of Notesbe designated as the "Campbell County School District No. 1 Bus Acquisition and Capitalized Interest Fund, ---------------- Series 2023 Lease Purchase" (the Trustee shall"Acquisition Fund"), upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to within such fund the Acquisition Fund Account and the amountCapitalized Interest Account. Upon commencement of this Agreement, if any, specified the Lessor shall deposit the sum of $197,409.00 into the Acquisition Account. The funds in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with moneys in the Acquisition Fund). Balances in accounts within the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated by the Corporation or the Trustee on behalf of the Corporation pursuant to a Student Loan Purchase Agreement from other available moneys of the Corporation), (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided deposited in a Supplemental Indenture providing money market fund which shall pay interest consistent with the rate that the Bank pays other political subdivisions for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price of any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Rebate Fund (upon transfer to the Rebate Fund as set forth in the following paragraph)public funds invested at said Bank. The Trustee Lessee shall make or shall authorize the Deposit Agent be entitled to make payments to Lenders draw funds from the Acquisition Fund Account for the acquisition of Eligible Loans (such payments to be made at purchase prices not in excess of the amount specified therefor in the Supplemental Indenture equipment which created the Account in the Acquisition Fund from which such purchase price is to be withdrawn), including the payment of reasonable transfer or assignment fees, if applicable, upon receipt has been paid for directly by the Trustee of an Eligible Loan Acquisition Certificate and all documents, opinions and certificates required thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund for the purchase of Eligible Loans pursuant to an Eligible Loan Acquisition Certificate, the Corporation shall forward Lessee 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 or shall authorize the Deposit Agent to make payments from the Acquisition Fund 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. 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 Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund and the Note Fund, to make any deposit to the credit of the Rebate Fund required by Section 4.5 hereof, (ii) after such transferVendor, 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) hereofAgreements. Transfers of amounts Future draws from the Acquisition Fund Account up to the Rebate Fund and the Note Fund pursuant to the preceding sentence shall amount in said account may be made by the Trustee without any further authorization or directionLessee at the time of each purchase of Equipment under this Lease. In At the event thattime of each draw request, the Lessee shall provide the Bank with a copy of the Purchase Agreement and the invoice for the respective Equipment which is the subject of the draw request. Upon receipt of an appropriate draw request and supporting documentation for all Equipment acquired after transfers the commencement of this Agreement, including documents necessary to perfect the Rebate Fund from all other Funds and Accounts, a deficiency exists Lessor's security interest set forth in the Rebate Fund under Section 4.5 3.5 hereof, the Trustee Bank shall use its best efforts to sell Student Loans included in the Balance of make payment from the Acquisition Fund at the best price available Account directly to the extent of such deficiency; and the proceeds of any such sale shall be credited Vendor or to the Rebate FundLessee if the Lessee has already paid the Vendor directly. In no event shall any draw, to the extent of any deficiency in the Rebate Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the Rebate Fund or the Note Fund pursuant to this paragraph, aggregate amount of all draws from the Trustee shall, to Acquisition Account exceed the extent necessary to cure the deficiency amount of $197,409.00. Any funds remaining in the Acquisition Fund as a result Account after the purchase of such transfer or transfers, transfer all Equipment under this Agreement shall be transferred and delivered to the Acquisition Fund amounts from Lessor for application toward the Revenue Fund in Rental Payments due for the manner provided in Section 4.6 hereof. The unpaid principal balance of Financed Student Loans in the Acquisition Fund shall be included in the Balance of the Acquisition Fund until such Financed Student Loans shall have been paid in full or sold or exchanged as herein provided. Interest and principal payments, including 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, 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 (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 the Trustee shall have received an Eligible Loan Acquisition 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, 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 Rebate Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired 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 Initial Tenn of this Indenture, be deemed to have been Financed with moneys in the Acquisition Fund and shall be credited to the Acquisition Fund and included in the Balance thereof. Pending application of moneys in the Acquisition Fund for one or more authorized purposes, such moneys shall be invested in Investment Securities, as provided in Section 4.11 hereof, and any earnings on or income from said investments shall be deposited in the Revenue Fund as provided in Section 4.6 hereofAgreement.

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)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 Rebate Fund (upon transfer to the Rebate Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to Lenders 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 Loan Acquisition Certificate and all documents, opinions and certificates required thereby. Within three (3) Business Days after the disbursement of moneys from the Acquisition Fund 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 or shall authorize the Deposit Agent to make payments from the Acquisition Fund 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. 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 Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund and the Note Fund, to make any deposit to the credit of the 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 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 Rebate Fund from all other Funds and Accounts, a deficiency exists in the 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 Rebate Fund, to the extent of any deficiency in the Rebate Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the 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, 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 (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 the Trustee shall have received an Eligible Loan Acquisition 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, 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 Rebate Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired 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 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 NotesThe District shall establish, ---------------- maintain and hold in trust a separate fund designated as the Trustee shall, upon delivery to the initial purchasers thereof and from the proceeds thereof, credit to the Acquisition Fund the amount, if any, specified in the Supplemental Indenture providing for the issuance of such series of Notes. The Trustee shall also deposit in the “Acquisition Fund: (i) any funds to be transferred thereto from the Revenue Fund as provided in Section 4.6 hereof or from the Surplus Fund as provided in Section 4.8 hereof, and (ii) any other amounts specified in a Supplemental Indenture to be deposited therein. In addition, the Trustee shall also credit to the Acquisition Fund any Eligible Loans transferred thereto from the Surplus Account pursuant to Section 4.8 hereof (any such Eligible Loans so transferred being thereafter deemed to have been Financed with .” The moneys in the Acquisition Fund). Balances in the Acquisition Fund shall be used only for (a) the acquisition of Eligible Loans pursuant to a Student Loan Purchase Agreement (including, for this purpose, the acquisition of Eligible Loans previously purchased or originated held by the Corporation or District in trust and applied by the Trustee on behalf Treasurer of the Corporation pursuant District to a Student Loan Purchase Agreement from other available moneys of the Corporation), (b) the origination of Eligible Loans, (c) the redemption or purchase of Notes as provided in a Supplemental Indenture providing for the issuance of such Notes, (d) the payment of Debt Service on the Class A Notes and Other Senior Obligations when due (upon transfer to the Note Fund as set forth in the following paragraph), (e) the payment of the purchase price costs of acquisition and construction of the WIFIA-Financed Portion of the WIFIA Project and of expenses incidental thereto. Before any Class A Notes required to be purchased on a Purchase Date or a Mandatory Tender Date (upon transfer to the Note Fund as set forth in the following paragraph), or (f) to cure deficiencies in the Rebate Fund (upon transfer to the Rebate Fund as set forth in the following paragraph). The Trustee shall make or shall authorize the Deposit Agent to make payments to Lenders payment is made from the Acquisition Fund for by the acquisition Treasurer, the Manager of Eligible Loans (such payments the District, acting as agent of the Authority, shall cause to be made at purchase prices not in excess filed with the Treasurer a certificate of the amount specified therefor District and the Authority in the Supplemental Indenture form set forth in Exhibit B to this Installment Purchase Agreement. Upon receipt of each such certificate, the Treasurer will pay the amount that is set forth in such certificate as directed by the terms thereof or disburse funds to the District for such payment as directed by the District in such certificate. The Treasurer need not make any such payment if it has received notice of any lien, right to lien, attachment upon or claim affecting the right to receive payment of any of the moneys to be so paid, which created has not been released or will not be released simultaneously with such payment. When the Account WIFIA-Financed Portion of the WIFIA Project shall have been constructed and acquired in accordance with this Installment Purchase Agreement, a statement of the District stating the fact and date of such acquisition, construction and acceptance and stating that all of such costs of acquisition and incidental expenses have been determined and paid (or that all of such costs and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Acquisition Fund from which such purchase price is to be withdrawnmaintained in the full amount of such claims until such dispute is resolved), including shall be delivered to the payment of reasonable transfer or assignment fees, if applicable, upon receipt Treasurer and the Authority Lender by the Trustee Manager of an Eligible Loan Acquisition Certificate and all documents, opinions and certificates required therebythe District. Within three (3) Business Days after Upon the disbursement receipt of moneys from the Acquisition Fund for the purchase of Eligible Loans pursuant to an Eligible Loan Acquisition Certificatesuch statement, the Corporation Treasurer shall forward to the Trustee an updating Corporation Certificate substantially in the form of Exhibit D hereto with respect to such Eligible Loans. The Trustee shall make or shall authorize the Deposit Agent to make payments from the Acquisition Fund 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. Balances transfer any remaining balance in the Acquisition Fund (other than any portion of such Balance consisting of Student Loans) shall be (i) transferred to the credit of the Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund, the Administration Fund and the Note Fund, to make any deposit to the credit of the 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 which is not needed for Acquisition Fund to purposes (but less the 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 Rebate Fund from all other Funds and Accounts, a deficiency exists in the 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 amount of any such sale retention, which amount shall be credited certified to the Rebate Fund, Treasurer by the Manager of the District) to the extent of any deficiency Authority Lender for deposit in the Rebate Fund, and otherwise to the Revenue Fund. If any amounts have been transferred to either or both of the 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, 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 (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 the Trustee shall have received an Eligible Loan Acquisition 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, such sale and exchange will not materially adversely affect the Corporation's ability to pay WIFIA Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make the required deposits to the credit of the Rebate Fund, and (B) a written instrument satisfactory to the Trustee assigning all right, title, interest and privilege of the Corporation in, to and under the student loan purchase agreement pursuant to which each such Eligible Loan to be transferred to this Indenture was acquired 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 hereofAccount.