Common use of Auction Period Clause in Contracts

Auction Period. (b) The length of any such adjusted Auction Period pursuant to an Auction Period Adjustment shall be subject to the limitations thereon set forth in the definition of an Auction Period Adjustment in this Indenture. (c) An Auction Period Adjustment shall not be allowed unless Sufficient Clearing Bids existed or all of the Outstanding Auction Rate Notes were subject to Submitted Hold Orders at both the Auction, if any, before the date on which the notice of the proposed change was given as provided in this Section 2.03.2.7 and the Auction immediately preceding the proposed change. (d) An Auction Period Adjustment shall take effect on an Auction Period Distribution Date only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 a.m., eastern time, on the Business Day before the Interest Determination Date for the first such Auction Period, a certificate from the Issuer in substantially the form attached as, or containing substantially the same information contained in, Exhibit I to this Indenture, authorizing the Auction Period Adjustment specified in such certificate along with a copy of the certificate of the Calculation Agent described above in subparagraph (a) and (B) Sufficient Clearing Bids exist or all of the Outstanding Auction Rate Notes are subject to Submitted Hold Orders on the Interest Determination Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date (as defined in Exhibit I) will be determined pursuant to the Auction Procedures and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (A) is met but the condition referred in (B) above is not met, the Series Interest Rate for the next Auction Period shall be the lesser of the Auction Rate (which shall be the Maximum Auction Rate) and the Net Loan Rate, but in no event greater than 17%, and the Auction Period shall be the Auction Period determined without reference to the proposed change. (e) In connection with any Auction Period Adjustment, the Auction Agent will provide such further notice as is specified in Section 2.5 of the Auction Agent Agreement. (f) While any of the Auction Rate Notes are Outstanding, the Issuer may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In such case, the Issuer, the Indenture Trustee and the Auction Agent shall comply with the provisions of Section 2.03.2.9 of this Indenture for effecting such an Auction Period Conversion. If the conditions set forth in Section 2.03.2.9 are not met, the Series Interest Rate for the Auction Period with respect to which the proposed Auction Rate Conversion was to have been effective shall be the lesser of the Auction Rate (which shall be the Maximum Auction Rate) and the Net Loan Rate, but in no event greater than 17%, and the Auction Period shall be the Auction Period determined without reference to the proposed change.

Auction Period. The determination of a Series 1999-1 Senior Note Interest Rate by the Auction Agent or any other authorized Person pursuant to the provisions of the First Supplemental Indenture shall be conclusive and binding on the Holders of the Series 1999-1A [B] Notes to which such Series 1999-1 Senior Note Interest Rate applies, and the Corporation and the Trustee may rely thereon for all purposes. Notwithstanding any provision of this Note to the contrary, in no event shall the cumulative amount of interest paid or payable on this Note (bincluding interest calculated as provided herein, plus any other amounts that constitute interest on this Note under applicable law, which are contracted for, charged, reserved, taken or received pursuant to this Note or related documents) calculated from the date of issuance of this Note through any subsequent day during the term of this Note or otherwise prior to payment in full of this Note exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or related documents or otherwise contracted for, charged, reserved, taken or received in connection with this Note, or if the redemption or acceleration of the maturity of this Note results in payment to or receipt by the Registered Holder or any former Registered Holder hereof of any interest in excess of that permitted by applicable law, then notwithstanding any provision of this Note or related documents to the contrary all excess amounts theretofore paid or received with respect to this Note shall be credited on the principal balance of this Note (or, if this Note has been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of this Note and related documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this Note and under the related documents. The length Series 1999-1A [B] Notes are subject to mandatory sinking fund redemption on the last regularly scheduled Interest Payment Date with respect to the Series 1999-1A [B] Notes occurring in ______ in each of the years _____ through ____, at a Redemption Price equal to 100% of the principal amount thereof, as provided in the Indenture. In addition, the Corporation may elect to apply Series 1999-1A [B] Notes redeemed pursuant to other provisions of, or purchased and retired pursuant to, the Indenture as a credit against such sinking fund redemption in the manner provided in the Indenture. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 1999-1 Notes may and, under the circumstances described in the next succeeding sentence, shall be redeemed, in whole or in part, on any regularly scheduled Interest Payment Date, at a Redemption Price equal to 100% of the principal amount of Series 1999-1 Notes so redeemed, from proceeds of the Series 1999-1 Notes constituting a portion of the Balance of the Acquisition Fund that have not been used to acquire Eligible Loans and from that portion of the Reserve Fund which, if left in the Reserve Fund upon such redemption, would cause the Balance in the Reserve Fund to exceed the Reserve Fund Requirement, calculated giving effect to such redemption. Such redemption shall be required on the regularly scheduled Interest Payment Date occurring in _____, from such sources not so used by ________, unless the Corporation delivers to the Trustee: (i) a Corporation Certificate certifying that, based on a Cash Flow Projection, the failure to so redeem Series 1999-1 Notes will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes and the Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required deposits to the Rebate Fund, and (ii) written confirmation from ▇▇▇▇▇'▇ and Fitch to the effect that the failure to so redeem Series 1999-1 Notes will not result in a reduction or withdrawal of the rating of the Series 1999-1 Notes. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 1999-1A [B] Notes may, at the option of the Corporation, be redeemed on any regularly scheduled Interest Payment Date, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, from amounts credited to the Retirement Account from the Surplus Account for such purpose in accordance with the Indenture and from that portion of the Reserve Fund which exceeds the Reserve Fund Requirement (calculated after giving effect to such redemption). If the Trustee shall have first certified that no deficiencies exist in any of the Rebate Fund, the Note Fund, the Reserve Fund or the Special Redemption Account, the Trustee shall, upon Corporation Order, transfer to the Retirement Account any Balances in the Surplus Account (other than those consisting of Student Loans) which a Corporation Certificate states are not reasonably expected to be needed for the payment of scheduled 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 for transfer to the Rebate Fund. Subject to compliance with the provisions of the Indenture relating to certain asset requirements and certain other requirements, Outstanding Series 1999-1A [B] Notes may, at the option of the Corporation, be redeemed on any regularly scheduled Interest Payment Date, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, from amounts credited to the Retirement Account for such purpose. If not all Series 1999-1 Notes are to be redeemed, the particular Series 1999-1 Notes to be redeemed are to be selected as provided in the Indenture. Notice of redemption shall be given by first-class mail mailed at least 15 days before the Redemption Date to each Holder of Series 1999-1A [B] Notes to be redeemed at his last address appearing on the Note Register; but no defect in or failure to give such notice of redemption shall affect the validity of proceedings for redemption of any Series 1999-1A [B] Notes not affected by such defect or failure. All Series 1999-1A [B] Notes so called for redemption will cease to bear interest on such Redemption Date, provided funds for their redemption have been duly deposited, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed Outstanding thereunder. It is provided in the Indenture that Series 1999-1A [B] Notes of a denomination larger than $100,000 may be redeemed in part ($100,000 or an integral multiple thereof) and that upon any partial redemption of any such adjusted Auction Period pursuant to an Auction Period Adjustment Series 1999-1A [B] Note the same shall be subject to the limitations thereon set forth surrendered in the definition of an Auction Period Adjustment in this Indenture. (c) An Auction Period Adjustment shall not be allowed unless Sufficient Clearing Bids existed exchange for one or all more new Notes of the Outstanding Auction Rate Notes were subject to Submitted Hold Orders at both same series in authorized form for the Auctionunredeemed portion of principal. If provision is made for the payment of principal of, premium, if any, before and interest on this Note in accordance with the date on which Indenture, this Note shall no longer be deemed Outstanding under the notice Indenture, shall cease to be entitled to the benefits of the proposed change was given as Indenture and shall thereafter be payable solely from the funds provided for such payment. If an Event of Default shall occur, the principal of all the Outstanding Notes may and, under certain circumstances, shall be declared due and payable in the manner and with the effect provided in this Section 2.03.2.7 the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the Auction immediately preceding modification of the proposed change. (d) An Auction Period Adjustment shall take effect on an Auction Period Distribution Date only if (A) rights and obligations of the Corporation and the rights of the Holders of the Notes and Other Beneficiaries under the Indenture Trustee at any time by the Corporation with, among other things, the consent of the Holders of two-thirds of the aggregate principal amount of Class A Notes at the time Outstanding, if affected thereby, and the Auction Agent receiveconsent of the Holders of two-thirds of the aggregate principal amount of Class B Notes at the time Outstanding, by 11:00 a.m.if affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Class A Notes at the time Outstanding or Other Senior Beneficiaries or, eastern timeif no Senior Obligations are Outstanding, the Holders of specified percentages in aggregate principal amount of the Class B Notes at the time Outstanding or Other Subordinate Beneficiaries, on the Business Day before the Interest Determination Date for the first such Auction Period, a certificate from the Issuer in substantially the form attached as, or containing substantially the same information contained in, Exhibit I to this Indenture, authorizing the Auction Period Adjustment specified in such certificate along with a copy behalf of the certificate Holders of all the Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Registered Holder of this Note and upon all future Registered Holders hereof and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. This Note is transferable by the Registered Holder hereof upon surrender of this Note for transfer at the Principal Office of the Calculation Agent described above in subparagraph (a) and (B) Sufficient Clearing Bids exist or all of the Outstanding Auction Rate Notes are subject to Submitted Hold Orders on the Interest Determination Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Rate for the Auction Period commencing on the Effective Date (as defined in Exhibit I) will be determined pursuant to the Auction Procedures and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (A) is met but the condition referred in (B) above is not met, the Series Interest Rate for the next Auction Period shall be the lesser of the Auction Rate Note Registrar (which shall be the Maximum Auction RateTrustee unless and until an Authenticating Agent becomes the Note Registrar under the Indenture) or at the Principal Office of a duly appointed Authenticating Agent (the "Authenticating Agent," which term includes any successor Authenticating Agent under the Indenture), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or such Authenticating Agent, as the case may be, and executed by the Registered Holder hereof or his attorney duly authorized in writing, with signature guarantees satisfactory to the Note Registrar or such Authenticating Agent, as the case may be. Thereupon the Corporation shall execute and the Net Loan RateTrustee or the Authenticating Agent, but as the case may be, shall authenticate and deliver, in exchange for this Note, one or more new fully registered Notes in the name of the transferee, of an authorized denomination, in aggregate principal amount equal to the principal amount of this Note, of the same series and bearing interest at the same rate. No Authenticating Agent will be initially appointed with respect to the Series 1999-1A [B] Notes. Notwithstanding the foregoing provisions of this paragraph, no event greater than 17%, and the Auction Period Series 1999-1A [B] Note shall be required to be transferred, (i) during a period beginning at the Auction Period determined without reference opening of business fifteen days before any selection of Series 1999-1A [B] Notes for redemption and ending at the close of business on the day of such selection, (ii) if such Series 1999-1A [B] Note has been selected for redemption in whole or in part, or (iii) on or after the date notice of a Conversion Date is given through such Conversion Date. The Corporation may require payment by the Registered Holder hereof of a sum sufficient to the proposed change. (e) In cover any tax or other governmental charge that may be imposed in connection with any Auction Period Adjustmenttransfer or exchange of this Note, other than certain exchanges specifically exempted under the Indenture and not involving any transfer. The Corporation, the Auction Agent will provide such further notice as is specified in Section 2.5 Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and any other agent of the Auction Agent Agreement. (f) While any of Corporation may treat the Auction Rate Notes are OutstandingPerson in whose name this Note is registered on the Note Register as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Corporation, the Issuer mayTrustee, from time to timeany Paying Agent, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In such caseany Authenticating Agent, the IssuerNote Registrar nor any other such agent shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED, the Indenture Trustee RECITED, COVENANTED AND DECLARED that all acts, conditions and the Auction Agent shall comply with the provisions of Section 2.03.2.9 of this Indenture for effecting such an Auction Period Conversion. If the conditions set forth in Section 2.03.2.9 are not metthings required to have happened, the Series Interest Rate for the Auction Period with respect to which the proposed Auction Rate Conversion was exist and to have been effective shall be performed precedent to and in the lesser issuance of the Auction Rate (which shall be the Maximum Auction Rate) and the Net Loan Ratethis Note have happened, but in no event greater than 17%do exist, and have been performed in regular and due time, form and manner as so required. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Auction Period Indenture until the Certificate of Authentication hereon shall be have been signed by the Auction Period determined without reference to Trustee or by the proposed changeAuthenticating Agent by the manual signature of one of its authorized representatives.