Surplus Fund. On each Monthly Calculation Date, the Trustee shall transfer from the Collection Fund to the Surplus Fund any amounts permitted to be transferred to the Surplus Fund pursuant to Section 4.6 hereof. The Trustee shall also credit to the Surplus Fund any amounts transferred from the Acquisition Fund pursuant to Section 4.2. At any time there is a deficiency in any of the other Funds or Accounts, Balances in the Surplus Fund shall be transferred to such Funds or Accounts to remedy such deficiency in the same order of priority as set forth in Section 4.6 hereof for the application of moneys in the Collection Fund. Upon receipt by the Trustee of an Issuer Order directing such transfer, Balances in the Surplus Fund may also be transferred to the Acquisition Fund for the acquisition or origination of Eligible Loans or the payment of origination or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in a Supplemental Indenture. Subject to Section 3.2 hereof, Balances in the Surplus Fund may also be applied to any one or more of the following purposes at any time as determined by the Issuer at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Fund, the Debt Service Fund or the Reserve Fund: (i) transfer to the Retirement Account for the redemption or purchase of, or the distribution of principal with respect to, Notes; (ii) the purchase of Notes in accordance with the provisions of Section 3.7 hereof; or (iii) transfer to the Acquisition Fund for the acquisition or origination of Eligible Loans pursuant to Section 4.2 hereof. Any amounts in the Surplus Fund shall, upon Issuer Order, be released to the Issuer free and clear of the lien of this Indenture if, after taking into account any such release and excluding, for these purposes only, from the calculation of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys in the Surplus Fund, such moneys shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.6 hereof.
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Sources: Indenture of Trust (Collegiate Funding Services Inc)
Surplus Fund. On each Monthly Calculation Date, Payment Date the Trustee shall transfer from the Collection Revenue Fund to (I) the Special Redemption and Prepayment Account any amounts which are not then required to be transferred from the Revenue Fund to the Rebate Fund, the Note Fund, the Acquisition Fund, the Administration Fund or the Reserve Fund to the extent necessary to increase the Balance in the Special Redemption and Prepayment Account to equal the aggregate of the Special Redemption and Prepayment Account Requirements for each series of Notes any Note of which is then Outstanding, and (II) the Surplus Fund Account any amounts permitted which are not then required to be transferred from the Revenue Fund to the Surplus Rebate Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund pursuant to Section 4.6 hereofor the Special Redemption and Prepayment Account. The Trustee shall also credit to the Surplus Fund Account the proceeds of the resale to a Lender of any amounts transferred from Student Loans previously purchased with moneys in the Acquisition Fund Surplus Account pursuant to Section 4.2. At any time there is a deficiency in any the repurchase obligation of the other Funds or Accounts, Lender under the applicable Student Loan Purchase Agreement. Balances in the Surplus Fund shall be transferred applied to such Funds or Accounts the following purposes in the following order of priority: first, to remedy such deficiency deficiencies in the same order of priority as set forth Rebate Fund to the extent and in the manner provided in Section 4.6 4.5 hereof; second, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the application payment of moneys interest on Class A Notes or Other Senior Obligations payable therefrom; third, to remedy deficiencies in the Collection Fund. Upon receipt by Principal Account to the Trustee of an Issuer Order directing such transfer, Balances extent and in the Surplus Fund may also be transferred to the Acquisition Fund manner provided in Section 4.7.2 hereof for the acquisition or origination of Eligible Loans or the payment of origination Class A Notes at the Stated Maturity thereof or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in on a Supplemental Indenture. Subject to Section 3.2 hereof, Balances in the Surplus Sinking Fund may also be applied to any one or more of the following purposes at any time as determined by the Issuer at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration FundPayment Date therefor, the Debt Service Fund purchase price of Class A Notes on a Purchase Date or the Reserve Fund:
(i) transfer to the Retirement Account for the redemption Mandatory Tender Date therefor or purchase of, or the distribution of principal with respect to, NotesOther Senior Obligations payable therefrom;
(ii) the purchase of Notes in accordance with the provisions of Section 3.7 hereof; or
(iii) transfer to the Acquisition Fund for the acquisition or origination of Eligible Loans pursuant to Section 4.2 hereof. Any amounts in the Surplus Fund shall, upon Issuer Order, be released to the Issuer free and clear of the lien of this Indenture if, after taking into account any such release and excluding, for these purposes only, from the calculation of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys in the Surplus Fund, such moneys shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.6 hereof.
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Surplus Fund. On each Monthly Calculation Date, Payment Date the Trustee shall transfer from the Collection Revenue Fund to (I) the Special Redemption and Prepayment Account any amounts which are not then required to be transferred from the Revenue Fund to the Indemnification Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund or the Alternative Loan Guarantee Fund to the extent necessary to increase the Balance in the Special Redemption and Prepayment Account to equal the aggregate of the Special Redemption and Prepayment Account Requirements for each series of Notes any Note of which is then Outstanding, and (II) the Surplus Fund Account any amounts permitted which are not then required to be transferred from the Revenue Fund to the Surplus Indemnification Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund, the Alternative Loan Guarantee Fund pursuant to Section 4.6 hereofor the Special Redemption and Prepayment Account. The Trustee shall also credit to the Surplus Fund Account the proceeds of the resale to a Lender or SLFC of any amounts transferred from Student Loans previously purchased with moneys in the Acquisition Fund Surplus Account pursuant to Section 4.2. At any time there is a deficiency in any the repurchase obligation of the other Funds Lender or Accounts, SLFC under the applicable Student Loan Purchase Agreement. Balances in the Surplus Fund shall be transferred applied to such Funds or Accounts the following purposes in the following order of priority: first, to remedy such deficiency deficiencies in the same order of priority as set forth Indemnification Fund to the extent and in the manner provided in Section 4.6 4.5 hereof; second, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the application payment of moneys interest on Class A Notes or Other Senior Obligations payable therefrom; third, to remedy deficiencies in the Collection FundPrincipal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class A Notes at the Stated Maturity thereof or on a Sinking Fund Payment Date therefor, the purchase price of Class A Notes on a Purchase Date or Mandatory Tender Date therefor or Other Senior Obligations payable therefrom; fourth, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class A Notes or for the payment of Other Senior Obligations payable therefrom; fifth, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the payment of interest on Class B Notes and Other Subordinate Obligations payable therefrom; sixth, to remedy deficiencies in the Principal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class B Notes at the Stated Maturity thereof, the purchase price of Class B Notes on a Purchase Date or Mandatory Tender Date therefor and Other Subordinate Obligations payable therefrom; seventh, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class B Notes or for the payment of Other Subordinate Obligations payable therefrom; eighth, to make deposits to the credit of the Administration Fund to the extent and in the manner provided in Section 4.3 hereof (provided that such transfers shall only be made from Balances in the Surplus Account); ninth, to remedy deficiencies in the Reserve Fund to the extent and in the manner provided in Section 4.4 hereof; tenth, to remedy deficiencies in the Principal Account to meet the sinking fund installment with respect to Class B Term Notes on a Sinking Fund Payment Date (other than the Stated Maturity thereof); eleventh, to make transfers to the credit of the Retirement Account to redeem or prepay Class A Notes or Class B Notes as provided in a Supplemental Indenture relating thereto (provided that any such transfers shall only be made from Balances in the Special Redemption and Prepayment Account); and twelfth, to make deposits to the credit of the Interest Account for the payment of Carry-Over Amounts (and accrued interest thereon) to the extent and in the manner provided in Section 4.7.1 hereof (provided that such transfers shall only be made from Balances in the Surplus Account). Upon receipt by Notwithstanding the Trustee of an Issuer Order directing such transferforegoing, Balances in the Surplus Fund consisting of Eligible Loans shall not be required to be applied (1) pursuant to priorities first through seventh in the preceding sentence until after any transfers from the Reserve Fund have been taken into account, and (2) in any event pursuant to priorities eighth through twelfth in the preceding sentence. If the amounts in the Surplus Fund are to be used to remedy any such deficiency or to make a transfer to the credit of the Administration Fund or the Retirement Account, transfers shall be made first from any cash or Investment Securities included in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, and thereafter from the proceeds of any sale of Student Loans included in the Surplus Account. Balances in the Special Redemption and Prepayment Account may also be transferred to the Acquisition Fund for the acquisition or origination of Eligible Loans or the payment of origination or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in a Supplemental Indenture. Balances in the Special Redemption and Prepayment Account shall be transferred to the Acquisition Fund to be so used upon receipt by the Trustee of a Corporation Request directing such transfer, accompanied by an Eligible FFELP Loan Acquisition Certificate or an Eligible FFELP Loan Origination Certificate, in the case of FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions and certificates required thereby, together with the amount, if any, required by the related Supplemental Indenture to be received in connection with the acquisition of such Eligible Alternative Loans for deposit in the Alternative Loan Guarantee Fund. Subject to Section 3.2 10.2 hereof, balances in the Special Redemption and Prepayment Account (other than any portion thereof to be applied to the mandatory prepayment of principal of any Notes) may also be transferred to the Note Fund for the purchase of Notes at a purchase price (including any brokerage or other charges) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time, provided that the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund or the Reserve Fund, any such Balances to be so used are not required to be applied to the prepayment of principal of any Notes and, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have been provided with a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, 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 Indemnification Fund. Balances in the Surplus Fund may, subject to the last sentence of the following paragraph, also be applied, as determined by the Corporation from time to time, to the payment of principal of, premium, if any, or interest on Class C Notes when due or upon the redemption thereof at the option of the Corporation; provided that (A) the Trustee shall have certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund or the Reserve Fund, (B) after taking into account any such payments of interest on the Class C Notes, the Senior Percentage will not be less than one hundred ten percent (110%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class A Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class A Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class A Notes are Outstanding but Other Senior Obligations are Outstanding, is acceptable to the Other Senior Beneficiaries holding such Other Senior Obligations, as evidenced in writing to the Trustee by each such Other Senior Beneficiary), and the Subordinate Percentage will not be less than one hundred percent (100%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class B Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class B Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class B Notes are Outstanding but Other Subordinate Obligations are Outstanding, is acceptable to the Other Subordinate Beneficiaries holding such Other Subordinate Obligations, as evidenced in writing to the Trustee by each such Other Subordinate Beneficiary); and (C) after taking into account any such payments of principal of or premium, if any, on the Class C Notes, the Senior Asset Requirement will be met. If the amounts in the Surplus Fund are to be used to pay principal of, premium or interest on the Class C Notes in accordance with this paragraph, payments shall be made first from any cash or Investment Securities in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, then from the proceeds of any sale of Student Loans in the Surplus Account not constituting Eligible Loans, and thereafter from the proceeds of any sale of Eligible Loans in the Surplus Account. Subject to Section 10.2 hereof, balances in the Surplus Account may also be applied to any one or more of the following purposes at any time as determined by the Issuer Corporation at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Note Fund, the Debt Service Indemnification Fund, the Reserve Fund or the Reserve FundSpecial Redemption and Prepayment Account:
(i) transfer to the Retirement Account for the redemption of Class A Notes or purchase ofClass B Notes; provided that, or if the distribution Redemption Price of principal any Note to be so redeemed is to exceed the Principal Amount thereof, the Trustee shall have received a Corporation Certificate certifying that any such Balances to be so used are not reasonably expected to be needed to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect toto Outstanding Notes, NotesAdministrative Expenses or Note Fees or to make required transfers to the Indemnification Fund;
(ii) transfer to the Principal Account or the Retirement Account for the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charge) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 3.7 10.7 hereof, provided that, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have first received a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes 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 required deposits to the Indemnification Fund; or
(iii) upon the receipt by the Trustee of a Corporation Certificate that the Balance in the Administration Fund is at least equal to the Budgeted Administrative Expenses and Note Fees for the next succeeding ninety (90) days, and that, based on a Cash Flow Projection, any moneys to be so used are not reasonably expected to be needed for the payment of 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 Indemnification Fund: (a) the acquisition of Student Loans meeting the requirements of clauses (A)(1) and (A)(2) or (B) of the definition of "Eligible Loan" in Section 1.1 hereof, the moneys to be applied from the Surplus Account for such purpose being no more than the Principal Balance of such Student Loans, plus accrued noncapitalized interest thereon payable by the Eligible Borrower, if any, to the date of purchase, reasonable transfer, origination and assignment fees, if applicable, and a premium not to exceed that assumed in the most recent Cash Flow Projection delivered in conjunction with the issuance of a series of Notes [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, Other Indenture Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required transfers to the Indemnification Fund, as shown in a subsequent Cash Flow Projection received by the Trustee, and which will not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Senior or Subordinate Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency], and being paid to the Lender or SLFC upon the receipt by the Trustee of a Student Loan Acquisition Certificate and all documents, opinions, certifications and amounts required thereby (including, in the case of an Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition), or to a Transferor upon the receipt by the Trustee of a all documents, opinions and certifications required by the related Transfer Agreement (including, in the case of an Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be received in connection with such acquisition for deposit in the Alternative Loan Guarantee Fund); (b) to reimburse another fund, account or other source of the Corporation for the acquisition or origination previous payment of Eligible Loans pursuant Costs of Issuance, to the extent not previously reimbursed from the Surplus Account; and (c) for such other purposes as the Corporation shall determine upon receipt by the Trustee of an opinion of Counsel that such use will not violate any covenants of the Corporation contained in Section 4.2 5.16 hereof. Any amounts , is authorized by the Corporation's Articles of Incorporation and Bylaws; provided, however, that Balances in the Surplus Fund shall, upon Issuer Order, Account shall not be released applied to any of the purposes specified in the preceding clauses (iii)(b) or (c) or to the Issuer free and clear purchase of the lien of this Indenture ifStudent Loans that are not Eligible Loans unless, after taking into account any such release application and excluding, for these purposes only, from the calculation of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys in the Surplus Fund, such moneys shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.6 hereof.Eligi
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Surplus Fund. On each Monthly Calculation Date, Payment Date the Trustee ------------ shall transfer from the Collection Revenue Fund to (I) the Special Redemption and Prepayment Account any amounts which are not then required to be transferred from the Revenue Fund to the Rebate Fund, the Note Fund, the Acquisition Fund, the Administration Fund or the Reserve Fund to the extent necessary to increase the Balance in the Special Redemption and Prepayment Account to equal the aggregate of the Special Redemption and Prepayment Account Requirements for each series of Notes any Note of which is then Outstanding, and (II) the Surplus Fund Account any amounts permitted which are not then required to be transferred from the Revenue Fund to the Surplus Rebate Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund pursuant to Section 4.6 hereofor the Special Redemption and Prepayment Account. The Trustee shall also credit to the Surplus Fund Account the proceeds of the resale to a Lender of any amounts transferred from Student Loans previously purchased with moneys in the Acquisition Fund Surplus Account pursuant to Section 4.2. At any time there is a deficiency in any the repurchase obligation of the other Funds or Accounts, Lender under the applicable Student Loan Purchase Agreement. Balances in the Surplus Fund shall be transferred applied to such Funds or Accounts the following purposes in the following order of priority: first, to remedy such deficiency deficiencies in the same order of priority as set forth Rebate Fund to the extent and in the manner provided in Section 4.6 4.5 hereof; second, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the application payment of moneys interest on Class A Notes or Other Senior Obligations payable therefrom; third, to remedy deficiencies in the Collection FundPrincipal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class A Notes at the Stated Maturity thereof or on a Sinking Fund Payment Date therefor, the purchase price of Class A Notes on a Purchase Date or Mandatory Tender Date therefor or Other Senior Obligations payable therefrom; fourth, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class A Notes or for the payment of Other Senior Obligations payable therefrom; fifth, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the payment of interest on Class B Notes and Other Subordinate Obligations payable therefrom; sixth, to remedy deficiencies in the Principal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class B Notes at the Stated Maturity thereof, the purchase price of Class B Notes on a Purchase Date or Mandatory Tender Date therefor and Other Subordinate Obligations payable therefrom; seventh, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class B Notes or for the payment of Other Subordinate Obligations payable therefrom; eighth, to make deposits to the credit of the Administration Fund to the extent and in the manner provided in Section 4.3 hereof (provided that such transfers shall only be made from Balances in the Surplus Account); ninth, to remedy deficiencies in the Reserve Fund to the extent and in the manner provided in Section 4.4 hereof; tenth, to remedy deficiencies in the Principal Account to meet the sinking fund installment with respect to Class B Term Notes on a Sinking Fund Payment Date (other than the Stated Maturity thereof); eleventh, to make transfers to the credit of the Retirement Account to redeem or prepay Class A Notes or Class B Notes as provided in a Supplemental Indenture relating thereto (provided that any such transfers shall only be made from Balances in the Special Redemption and Prepayment Account); and twelfth, to make deposits to the credit of the Interest Account for the payment of Carry-Over Amounts (and accrued interest thereon) to the extent and in the manner provided in Section 4.7.1 hereof (provided that such transfers shall only be made from Balances in the Surplus Account). Upon receipt by Notwithstanding the Trustee of an Issuer Order directing such transferforegoing, Balances in the Surplus Fund consisting of Eligible Loans shall not be required to be applied (1) pursuant to priorities first through seventh in the preceding sentence until after any transfers from the Reserve Fund have been taken into account, and (2) in any event pursuant to priorities eighth through twelfth in the preceding sentence. If the amounts in the Surplus Fund are to be used to remedy any such deficiency or to make a transfer to the credit of the Administration Fund or the Retirement Account, transfers shall be made first from any cash or Investment Securities included in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, and thereafter from the proceeds of any sale of Student Loans included in the Surplus Account. Balances in the Special Redemption and Prepayment Account may also be transferred to the Acquisition Fund for the acquisition or origination of Eligible Loans or the payment of origination or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in a Supplemental Indenture. Balances in the Special Redemption and Prepayment Account shall be transferred to the Acquisition Fund to be so used upon receipt by the Trustee of a Corporation Request directing such transfer, accompanied by an Eligible Loan Acquisition Certificate or an Eligible Loan Origination Certificate and all documents, opinions and certificates required thereby. Subject to Section 3.2 10.2 hereof, balances in the Special Redemption and Prepayment Account (other than any portion thereof to be applied to the mandatory prepayment of principal of any Notes) may also be transferred to the Note Fund for the purchase of Notes at a purchase price (including any brokerage or other charges) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time, provided that the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund, the Rebate Fund or the Reserve Fund, any such Balances to be so used are not required to be applied to the prepayment of principal of any Notes and, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have been provided with a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, 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. Balances in the Surplus Fund may, subject to the last sentence of the following paragraph, also be applied, as determined by the Corporation from time to time, to the payment of principal of, premium, if any, or interest on Class C Notes when due or upon the redemption thereof at the option of the Corporation; provided that (A) the Trustee shall have certified that no deficiencies exist at such time in the Note Fund, the Rebate Fund or the Reserve Fund, (B) after taking into account any such payments of interest on the Class C Notes, the Senior Percentage will not be less than one hundred ________ percent (1______%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class A Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class A Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class A Notes are Outstanding but Other Senior Obligations are Outstanding, is acceptable to the Other Senior Beneficiaries holding such Other Senior Obligations, as evidenced in writing to the Trustee by each such Other Senior Beneficiary), and the Subordinate Percentage will not be less than ___________ percent (_____%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class B Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class B Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class B Notes are Outstanding but Other Subordinate Obligations are Outstanding, is acceptable to the Other Subordinate Beneficiaries holding such Other Subordinate Obligations, as evidenced in writing to the Trustee by each such Other Subordinate Beneficiary); and (C) after taking into account any such payments of principal of or premium, if any, on the Class C Notes, the Senior Asset Requirement will be met. If the amounts in the Surplus Fund are to be used to pay principal of, premium or interest on the Class C Notes in accordance with this paragraph, payments shall be made first from any cash or Investment Securities in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, then from the proceeds of any sale of Student Loans in the Surplus Account not constituting Eligible Loans, and thereafter from the proceeds of any sale of Eligible Loans in the Surplus Account. Subject to Section 10.2 hereof and to the last sentence of this paragraph, balances in the Surplus Account may also be applied to any one or more of the following purposes at any time as determined by the Issuer Corporation at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Note Fund, the Debt Service Rebate Fund, the Reserve Fund or the Reserve FundSpecial Redemption and Prepayment Account:
(i) transfer to the Retirement Account for the redemption of Class A Notes or purchase ofClass B Notes; provided that, or if the distribution Redemption Price of principal any Note to be so redeemed is to exceed the Principal Amount thereof, the Trustee shall have received a Corporation Certificate certifying that any such Balances to be so used are not reasonably expected to be needed to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry- Over Amounts (including accrued interest thereon) with respect toto Outstanding Notes, NotesAdministrative Expenses or Note Fees or to make required transfers to the Rebate Fund;
(ii) transfer to the Principal Account or the Retirement Account for the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charge) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 3.7 10.7 hereof, provided that, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have first received a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes 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 required deposits to the Rebate Fund; or
(iii) upon the receipt by the Trustee of a Corporation Certificate that the Balance in the Administration Fund is at least equal to the Budgeted Administrative Expenses and Note Fees for the next succeeding ninety (90) days, and that, based on a Cash Flow Projection, any moneys to be so used are not reasonably expected to be needed for the payment of 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:
(a) the acquisition of Student Loans meeting the requirements of clauses (A)(1) and (A)(2) or (B) of the definition of "Eligible Loan" in Section 1.1 hereof, the moneys to be applied from the Surplus Account for such purpose being no more than the Principal Balance of such Student Loans, plus accrued noncapitalized interest thereon payable by the Eligible Borrower, if any, to the date of purchase, reasonable transfer, origination and assignment fees, if applicable, and a premium not to exceed that assumed in the most recent Cash Flow Projection delivered in conjunction with the issuance of a series of Notes [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, Other Indenture Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required transfers to the Rebate Fund, as shown in a subsequent Cash Flow Projection received by the Trustee, and which will not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Senior or Subordinate Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency], and being paid to the Lender upon the receipt by the Trustee of a Student Loan Acquisition Fund Certificate and all documents, opinions and certifications required thereby; (b) to reimburse another fund, account or other source of the Corporation for the acquisition or origination previous payment of Eligible Loans pursuant Costs of Issuance, to Section 4.2 hereof. Any amounts in the extent not previously reimbursed from the Surplus Fund shall, Account; and (c) for such other purposes as the Corporation shall determine upon Issuer Order, be released to receipt by the Issuer free and clear Trustee of an opinion of Counsel that such use will not violate any covenants of the lien of this Indenture if, after taking into account any such release and excluding, for these purposes only, from the calculation of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys Corporation contained in the Surplus Fund, such moneys shall be invested in Investment Securities as provided in Section 4.11 Sections 5.14 or 5.16 hereof, and any earnings on or income from such investments shall be deposited in is authorized by the Collection Fund as provided in Section 4.6 hereof.Corporation's Articles of Incorporation
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Surplus Fund. On each Monthly Calculation Date, Payment Date the Trustee shall transfer from the Collection Revenue Fund to (I) the Special Redemption and Prepayment Account any amounts which are not then required to be transferred from the Revenue Fund to the Indemnification Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund or the Alternative Loan Guarantee Fund to the extent necessary to increase the Balance in the Special Redemption and Prepayment Account to equal the aggregate of the Special Redemption and Prepayment Account Requirements for each series of Notes any Note of which is then Outstanding, and (II) the Surplus Fund Account any amounts permitted which are not then required to be transferred from the Revenue Fund to the Surplus Indemnification Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund, the Alternative Loan Guarantee Fund pursuant to Section 4.6 hereofor the Special Redemption and Prepayment Account. The Trustee shall also credit to the Surplus Fund Account the proceeds of the resale to a Lender or SLFC of any amounts transferred from Student Loans previously purchased with moneys in the Acquisition Fund Surplus Account pursuant to Section 4.2. At any time there is a deficiency in any the repurchase obligation of the other Funds Lender or Accounts, SLFC under the applicable Student Loan Purchase Agreement. Balances in the Surplus Fund shall be transferred applied to such Funds or Accounts the following purposes in the following order of priority: first, to remedy such deficiency deficiencies in the same order of priority as set forth Indemnification Fund to the extent and in the manner provided in Section 4.6 4.5 hereof; second, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the application payment of moneys interest on Class A Notes or Other Senior Obligations payable therefrom; third, to remedy deficiencies in the Collection FundPrincipal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class A Notes at the Stated Maturity thereof or on a Sinking Fund Payment Date therefor, the purchase price of Class A Notes on a Purchase Date or Mandatory Tender Date therefor or Other Senior Obligations payable therefrom; fourth, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class A Notes or for the payment of Other Senior Obligations payable therefrom; fifth, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the payment of interest on Class B Notes and Other Subordinate Obligations payable therefrom; sixth, to remedy deficiencies in the Principal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class B Notes at the Stated Maturity thereof, the purchase price of Class B Notes on a Purchase Date or Mandatory Tender Date therefor and Other Subordinate Obligations payable therefrom; seventh, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class B Notes or for the payment of Other Subordinate Obligations payable therefrom; eighth, to make deposits to the credit of the Administration Fund to the extent and in the manner provided in Section 4.3 hereof (provided that such transfers shall only be made from Balances in the Surplus Account); ninth, to remedy deficiencies in the Reserve Fund to the extent and in the manner provided in Section 4.4 hereof; tenth, to remedy deficiencies in the Principal Account to meet the sinking fund installment with respect to Class B Term Notes on a Sinking Fund Payment Date (other than the Stated Maturity thereof); eleventh, to make transfers to the credit of the Retirement Account to redeem or prepay Class A Notes or Class B Notes as provided in a Supplemental Indenture relating thereto (provided that any such transfers shall only be made from Balances in the Special Redemption and Prepayment Account); and twelfth, to make deposits to the credit of the Interest Account for the payment of Carry-Over Amounts (and accrued interest thereon) to the extent and in the manner provided in Section 4.7.1 hereof (provided that such transfers shall only be made from Balances in the Surplus Account). Upon receipt by Notwithstanding the Trustee of an Issuer Order directing such transferforegoing, Balances in the Surplus Fund consisting of Eligible Loans shall not be required to be applied (1) pursuant to priorities first through seventh in the preceding sentence until after any transfers from the Reserve Fund have been taken into account, and (2) in any event pursuant to priorities eighth through twelfth in the preceding sentence. If the amounts in the Surplus Fund are to be used to remedy any such deficiency or to make a transfer to the credit of the Administration Fund or the Retirement Account, transfers shall be made first from any cash or Investment Securities included in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, and thereafter from the proceeds of any sale of Student Loans included in the Surplus Account. Balances in the Special Redemption and Prepayment Account may also be transferred to the Acquisition Fund for the acquisition or origination of Eligible Loans or the payment of origination or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in a Supplemental Indenture. Balances in the Special Redemption and Prepayment Account shall be transferred to the Acquisition Fund to be so used upon receipt by the Trustee of a Corporation Request directing such transfer, accompanied by an Eligible FFELP Loan Acquisition Certificate or an Eligible FFELP Loan Origination Certificate, in the case of FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions and certificates required thereby, together with the amount, if any, required by the related Supplemental Indenture to be received in connection with the acquisition of such Eligible Alternative Loans for deposit in the Alternative Loan Guarantee Fund. Subject to Section 3.2 10.2 hereof, balances in the Special Redemption and Prepayment Account (other than any portion thereof to be applied to the mandatory prepayment of principal of any Notes) may also be transferred to the Note Fund for the purchase of Notes at a purchase price (including any brokerage or other charges) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time, provided that the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund or the Reserve Fund, any such Balances to be so used are not required to be applied to the prepayment of principal of any Notes and, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have been provided with a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, 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 Indemnification Fund. Balances in the Surplus Fund may, subject to the last sentence of the following paragraph, also be applied, as determined by the Corporation from time to time, to the payment of principal of, premium, if any, or interest on Class C Notes when due or upon the redemption thereof at the option of the Corporation; provided that (A) the Trustee shall have certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund or the Reserve Fund, (B) after taking into account any such payments of interest on the Class C Notes, the Senior Percentage will not be less than one hundred ten percent (110%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class A Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class A Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class A Notes are Outstanding but Other Senior Obligations are Outstanding, is acceptable to the Other Senior Beneficiaries holding such Other Senior Obligations, as evidenced in writing to the Trustee by each such Other Senior Beneficiary), and the Subordinate Percentage will not be less than one hundred percent (100%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class B Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class B Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class B Notes are Outstanding but Other Subordinate Obligations are Outstanding, is acceptable to the Other Subordinate Beneficiaries holding such Other Subordinate Obligations, as evidenced in writing to the Trustee by each such Other Subordinate Beneficiary); and (C) after taking into account any such payments of principal of or premium, if any, on the Class C Notes, the Senior Asset Requirement will be met. If the amounts in the Surplus Fund are to be used to pay principal of, premium or interest on the Class C Notes in accordance with this paragraph, payments shall be made first from any cash or Investment Securities in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, then from the proceeds of any sale of Student Loans in the Surplus Account not constituting Eligible Loans, and thereafter from the proceeds of any sale of Eligible Loans in the Surplus Account. Subject to Section 10.2 hereof, balances in the Surplus Account may also be applied to any one or more of the following purposes at any time as determined by the Issuer Corporation at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Note Fund, the Debt Service Indemnification Fund, the Reserve Fund or the Reserve FundSpecial Redemption and Prepayment Account:
(i) transfer to the Retirement Account for the redemption of Class A Notes or purchase ofClass B Notes; provided that, or if the distribution Redemption Price of principal any Note to be so redeemed is to exceed the Principal Amount thereof, the Trustee shall have received a Corporation Certificate certifying that any such Balances to be so used are not reasonably expected to be needed to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect toto Outstanding Notes, NotesAdministrative Expenses or Note Fees or to make required transfers to the Indemnification Fund;
(ii) transfer to the Principal Account or the Retirement Account for the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charge) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 3.7 10.7 hereof, provided that, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have first received a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes 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 required deposits to the Indemnification Fund; or
(iii) upon the receipt by the Trustee of a Corporation Certificate that the Balance in the Administration Fund is at least equal to the Budgeted Administrative Expenses and Note Fees for the next succeeding ninety (90) days, and that, based on a Cash Flow Projection, any moneys to be so used are not reasonably expected to be needed for the payment of 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 Indemnification Fund: (a) the acquisition of Student Loans meeting the requirements of clauses (A)(1) and (A)(2) or (B) of the definition of "Eligible Loan" in Section 1.1 hereof, the moneys to be applied from the Surplus Account for such purpose being no more than the Principal Balance of such Student Loans, plus accrued noncapitalized interest thereon payable by the Eligible Borrower, if any, to the date of purchase, reasonable transfer, origination and assignment fees, if applicable, and a premium not to exceed that assumed in the most recent Cash Flow Projection delivered in conjunction with the issuance of a series of Notes [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, Other Indenture Obligations, Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required transfers to the Indemnification Fund, as shown in a subsequent Cash Flow Projection received by the Trustee, and which will not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Senior or Subordinate Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency], and being paid to the Lender or SLFC upon the receipt by the Trustee of a Student Loan Acquisition Certificate and all documents, opinions, certifications and amounts required thereby (including, in the case of an Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the related Student Loan Purchase Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be deposited in the Alternative Loan Guarantee Fund in connection with such acquisition), or to a Transferor upon the receipt by the Trustee of a all documents, opinions and certifications required by the related Transfer Agreement (including, in the case of an Alternative Loan, (i) the original promissory note relating thereto and all endorsements thereof required by the Transfer Agreement, and (ii) the amount, if any, required by the related Supplemental Indenture to be received in connection with such acquisition for deposit in the Alternative Loan Guarantee Fund); (b) to reimburse another fund, account or other source of the Corporation for the acquisition or origination previous payment of Eligible Loans pursuant to Section 4.2 hereof. Any amounts in the Surplus Fund shall, upon Issuer Order, be released to the Issuer free and clear of the lien Costs of
(a) without satisfying any other condition of this Indenture if, after taking into account any such release and excluding, for these purposes only, from the calculation clause (iii). The unpaid principal balance of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of Financed with moneys in the Surplus Fund, such moneys Account shall be invested included in Investment Securities the Balance of the Surplus Account until such Financed Student Loans shall have been paid in full or sold as hereinafter provided; provided that, to the extent provided in Section 4.11 hereofa Supplemental Indenture, any such Student Loans so Financed and constituting Eligible Loans shall, upon the financing thereof, be credited to, and any earnings on or income from such investments shall be deposited included in the Collection Balance of, the Acquisition Fund as provided and shall thereafter not be deemed to have been Financed with moneys in Section 4.6 hereof.the Surplus Account. Interest and principal payments, including Guarantee payments and similar payments made by any other Person, and Special Allow
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Surplus Fund. On each Monthly Calculation Date, Payment Date the Trustee shall transfer from the Collection Revenue Fund to (I) the Special Redemption and Prepayment Account any amounts which are not then required to be transferred from the Revenue Fund to the Indemnification Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund or the Alternative Loan Guarantee Fund to the extent necessary to increase the Balance in the Special Redemption and Prepayment Account to equal the aggregate of the Special Redemption and Prepayment Account Requirements for each series of Notes any Note of which is then Outstanding, and (II) the Surplus Fund Account any amounts permitted which are not then required to be transferred from the Revenue Fund to the Surplus Indemnification Fund, the Note Fund, the Acquisition Fund, the Administration Fund, the Reserve Fund, the Alternative Loan Guarantee Fund pursuant to Section 4.6 hereofor the Special Redemption and Prepayment Account. The Trustee shall also credit to the Surplus Fund Account the proceeds of the resale to a Lender or SLFC of any amounts transferred from Student Loans previously purchased with moneys in the Acquisition Fund Surplus Account pursuant to Section 4.2. At any time there is a deficiency in any the repurchase obligation of the other Funds Lender or Accounts, SLFC under the applicable Student Loan Purchase Agreement. Balances in the Surplus Fund shall be transferred applied to such Funds or Accounts the following purposes in the following order of priority: first, to remedy such deficiency deficiencies in the same order of priority as set forth Indemnification Fund to the extent and in the manner provided in Section 4.6 4.5 hereof; second, to make deposits to the Administration Fund, after transfers thereto from the Revenue Fund, to the extent required to increase the Balance of the Administration Fund to the amount required for the payment of all Administrative Expenses and Note Fees due during the next thirty (30) days; third, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the application payment of moneys interest on Class A Notes or Other Senior Obligations payable therefrom (except a Corporation Swap Payment due under a Senior Swap Agreement as a result of a Termination Event, as defined in such Swap Agreement, which is not an Eligible Termination Event); fourth, to remedy deficiencies in the Collection Principal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class A Notes at the Stated Maturity thereof or on a Sinking Fund Payment Date therefor, the purchase price of Class A Notes on a Purchase Date or Mandatory Tender Date therefor or Other Senior Obligations payable therefrom; fifth, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 4-21 hereof for the redemption or payment of Class A Notes or for the payment of Other Senior Obligations payable therefrom; sixth, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the payment of interest on Class B Notes and Other Subordinate Obligations payable therefrom (except a Corporation Swap Payment due under a Subordinate Swap Agreement as a result of a Termination Event, as defined in such Swap Agreement, which is not an Eligible Termination Event); seventh, to remedy deficiencies in the Principal Account to the extent and in the manner provided in Section 4.7.2 hereof for the payment of Class B Notes at the Stated Maturity thereof, the purchase price of Class B Notes on a Purchase Date or Mandatory Tender Date therefor and Other Subordinate Obligations payable therefrom; eighth, to remedy deficiencies in the Retirement Account to the extent and in the manner provided in Section 4.7.3 hereof for the redemption or payment of Class B Notes or for the payment of Other Subordinate Obligations payable therefrom; ninth, to make deposits to the credit of the Administration Fund, to the extent necessary to increase the Balance therein to the amount required for the payment of all Administrative Expenses, Note Fees and other amounts payable from the Administration Fund during the next ninety (90) days, in the manner provided in Section 4.3 hereof (provided that such transfers shall only be made from Balances in the Surplus Account); tenth, to remedy deficiencies in the Reserve Fund to the extent and in the manner provided in Section 4.4 hereof; eleventh, to remedy deficiencies in the Principal Account to meet the sinking fund installment with respect to Class B Term Notes on a Sinking Fund Payment Date (other than the Stated Maturity thereof); twelfth, to make transfers to the credit of the Retirement Account to redeem or prepay Class A Notes or Class B Notes as provided in a Supplemental Indenture relating thereto (provided that any such transfers shall only be made from Balances in the Special Redemption and Prepayment Account); thirteenth, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the payment of any Corporation Swap Payment due under a Senior Swap Agreement as a result of any Termination Event, as defined in such Swap Agreement, other than an Eligible Termination Event; fourteenth, to remedy deficiencies in the Interest Account to the extent and in the manner provided in Section 4.7.1 hereof for the payment of any Corporation Swap Payment due under a Subordinate Swap Agreement as a result of any Termination Event, as defined in such Swap Agreement, other than an Eligible Termination Event; and fifteenth, to make deposits to the credit of the Interest Account for the payment of Carry-Over Amounts (and accrued interest thereon) to the extent and in the manner provided in Section 4.7.1 hereof (provided that such transfers shall only be made from Balances in the Surplus Account). Upon receipt by Notwithstanding the Trustee of an Issuer Order directing such transferforegoing, Balances in the Surplus Fund consisting of Eligible Loans shall not be required to be applied (1) pursuant to priorities second through seventh in the preceding sentence until after any transfers from the Reserve Fund have been taken into account, and (2) in any event pursuant to priorities ninth through twelfth and fifteenth in the preceding sentence. If the amounts in the Surplus Fund are to be used to remedy any such deficiency or to make a transfer to the credit of the Administration Fund or the Retirement Account, transfers shall be made first from any cash or Investment Securities included in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, and thereafter from the proceeds of any sale of Student Loans included in the Surplus Account. Balances in the Special Redemption and Prepayment Account may also be transferred to the Acquisition Fund for the acquisition or origination of Eligible Loans or the payment of origination or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in a Supplemental Indenture. Balances in the Special Redemption and Prepayment Account shall be transferred to the Acquisition Fund to be so used upon receipt by the Trustee of a Corporation Request directing such transfer, accompanied by an Eligible FFELP Loan Acquisition Certificate or an Eligible FFELP Loan Origination Certificate, in the case of FFELP Loans, or an Eligible Alternative Loan Acquisition Certificate, in the case of Eligible Alternative Loans, and all documents, opinions and certificates required thereby, together with the amount, if any, required by the related Supplemental Indenture to be received in connection with the acquisition of such Eligible Alternative Loans for deposit in the Alternative Loan Guarantee Fund. Subject to Section 3.2 10.2 hereof, balances in the Special Redemption and Prepayment Account (other than any portion thereof to be applied to the mandatory prepayment of principal of any Notes) may also be transferred to the Note Fund for the purchase of Notes at a purchase price (including any brokerage or other charges) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time, provided that the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund or the Reserve Fund, any such Balances to be so used are not required to be applied to the prepayment of principal of any Notes and, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have been provided with a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes will not materially adversely affect the Corporation's ability to pay Debt Service on the Outstanding Notes, 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 Indemnification Fund. Balances in the Surplus Fund may, subject to the last sentence of the following paragraph, also be applied, as determined by the Corporation from time to time, to the payment of principal of, premium, if any, or interest on Class C Notes when due or upon the redemption thereof at the option of the Corporation; provided that (A) the Trustee shall have certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund or the Reserve Fund, (B) after taking into account any such payments of interest on the Class C Notes, the Senior Percentage will not be less than one hundred ten percent (110%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class A Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class A Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class A Notes are Outstanding but Other Senior Obligations are Outstanding, is acceptable to the Other Senior Beneficiaries holding such Other Senior Obligations, as evidenced in writing to the Trustee by each such Other Senior Beneficiary), and the Subordinate Percentage will not be less than one hundred percent (100%) (or such lower percentage specified in a Corporation Certificate delivered to the Trustee which, if Unenhanced Class B Notes are Outstanding, shall not result in the lowering or withdrawal of the outstanding rating assigned by any Rating Agency to any of the Unenhanced Class B Notes Outstanding, as evidenced in writing to the Trustee by each such Rating Agency, or if no Unenhanced Class B Notes are Outstanding but Other Subordinate Obligations are Outstanding, is acceptable to the Other Subordinate Beneficiaries holding such Other Subordinate Obligations, as evidenced in writing to the Trustee by each such Other Subordinate Beneficiary); and (C) after taking into account any such payments of principal of or premium, if any, on the Class C Notes, the Senior Asset Requirement will be met. If the amounts in the Surplus Fund are to be used to pay principal of, premium or interest on the Class C Notes in accordance with this paragraph, payments shall be made first from any cash or Investment Securities in the Surplus Account and the Special Redemption and Prepayment Account, in that order of priority, then from the proceeds of any sale of Student Loans in the Surplus Account not constituting Eligible Loans, and thereafter from the proceeds of any sale of Eligible Loans in the Surplus Account. Subject to Section 10.2 hereof, balances in the Surplus Account may also be applied to any one or more of the following purposes at any time as determined by the Issuer Corporation at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Note Fund, the Debt Service Indemnification Fund, the Reserve Fund or the Reserve FundSpecial Redemption and Prepayment Account:
(i) transfer to the Retirement Account for the redemption of Class A Notes or purchase ofClass B Notes; provided that, or if the distribution Redemption Price of principal any Note to be so redeemed is to exceed the Principal Amount thereof, the Trustee shall have received a Corporation Certificate certifying that any such Balances to be so used are not reasonably expected to be needed to pay Debt Service on the Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts (including accrued interest thereon) with respect toto Outstanding Notes, NotesAdministrative Expenses or Note Fees or to make required transfers to the Indemnification Fund;
(ii) transfer to the Principal Account or the Retirement Account for the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charge) not to exceed the greater of the Principal Amount thereof or, if such purchase occurs during the period when such Notes are subject to redemption at the option of the Corporation from such funds, the Redemption Price set forth in the Supplemental Indenture authorizing the issuance of such Notes that would be applicable to the redemption of Notes pursuant thereto on the date of such purchase, in either case plus accrued interest, in accordance with the provisions of Section 3.7 10.7 hereof, provided that, if the purchase price of any Note to be so purchased is to exceed the Principal Amount thereof plus accrued interest thereon, the Trustee shall have first received a Corporation Certificate certifying that, based on a Cash Flow Projection, any such purchase of Notes 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 required deposits to the Indemnification Fund; or
(iii) upon the receipt by the Trustee of a Corporation Certificate that the Balance in the Administration Fund is at least equal to the Budgeted Administrative Expenses and Note Fees for the next succeeding ninety (90) days, and that, based on a Cash Flow Projection, any moneys to be so used are not reasonably expected to be needed for the payment of 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 Acquisition Fund for Indemnification Fund: (a) the acquisition of Student Loans meeting the requirements of clauses (A)(1) and (A)(2) or (B) of the definition of "Eligible Loan" in Section 1.1 hereof, the moneys to be applied from the Surplus Account for such purpose being no more than the Principal Balance of such Student Loans, plus accrued noncapitalized interest thereon payable by the Eligible Borrower, if any, to the date of purchase, reasonable transfer, origination of Eligible Loans pursuant and assignment fees, if applicable, and a premium not to Section 4.2 hereof. Any amounts exceed that assumed in the Surplus Fund shallmost recent Cash Flow Projection delivered in conjunction with the issuance of a series of Notes [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, upon Issuer OrderOther Indenture Obligations, be released Carry-Over Amounts (including accrued interest thereon) with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required transfers to the Issuer free Indemnification Fund, as shown in a subsequent Cash Flow Projection received by the Trustee, and clear which will not result in the lowering or withdrawal of the lien outstanding rating assigned by any Rating Agency to any of this Indenture ifthe Unenhanced Senior or Subordinate Notes Outstanding, after taking into account any as evidenced in writing to the Trustee by each such release Rating Agency], and excludingbeing paid to the Lender or SLFC upon the receipt by the Trustee of a Student Loan Acquisition Certificate and all documents, for these purposes onlyopinions, from the calculation of Aggregate Valuecertifications and amounts required thereby (including, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys in the Surplus Fundcase of an Alternative Loan, such moneys shall be invested in Investment Securities as provided in Section 4.11 hereof, (i) the original promissory note relating thereto and any earnings on or income from such investments shall be deposited in all endorsements thereof required by the Collection Fund as provided in Section 4.6 hereof.related Student Loan Pu
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Surplus Fund. On each Monthly Calculation Date, (a) The Surplus Fund shall be held by the Trustee. The Trustee shall transfer from the Collection Fund to deposit into the Surplus Fund the amounts specified in Section 5.7(j) hereof. Annually, following computation and deposit of the Rebatable Arbitrage for the preceding Bond Year (if required for such Bond Year by Section 7.14 hereof) in the Rebate Fund in accordance with Section 7.14 hereof and provided there is no deficiency in the Series A Bonds Debt Service Fund, the Series A Bonds Debt Service Reserve Fund, the Rebate Fund, the Administration Fund, the Series B Bonds Debt Service Fund, the Series B Bonds Debt Service Reserve Fund or the Repair and Replacement Fund, any moneys in the Surplus Fund shall be released from the lien hereof, not less frequently than annually, upon delivery to the Trustee of the semi-annual Coverage Requirement Certificate and provided no Event of Default has been declared hereunder or pursuant to the Loan Agreement, the amounts permitted to on deposit in the Surplus Fund as of the conclusion of the immediately preceding Bond Year shall, at the written direction of a Borrower Representative, remain on deposit in the Surplus Fund, be transferred to the Surplus Fund pursuant Borrower or be transferred to Section 4.6 hereof. The Trustee shall also credit any other party at the direction of the Borrower for use for any lawful purpose relating to the Surplus Fund any amounts transferred from the Acquisition Fund pursuant to Section 4.2. At Project.
(b) If at any time there is a deficiency in the Series A Bonds Debt Service Fund, the Series A Bonds Debt Service Reserve Fund, the Rebate Fund, the Administration Fund, the Repair and Replacement Fund, the Series B Bonds Debt Service Fund, the Series B Bonds Debt Service Reserve Fund the Trustee shall withdraw from the Surplus Fund, to the extent there are any moneys therein and deposit in such Fund in the order described in Section 5.7 hereof, the amount necessary to remedy such deficiency and shall give written notice to the Authority of such withdrawal.
(c) All interest and other income from time to time received from the other Funds or Accounts, Balances deposit and investment of moneys in the Surplus Fund shall be transferred to such Funds or Accounts to remedy such deficiency in the same order of priority as set forth in Section 4.6 hereof for the application of moneys in the Collection Fund. Upon upon receipt by the Trustee of an Issuer Order directing such transfer, Balances in the Surplus Fund may also be transferred to the Acquisition Fund for the acquisition or origination of Eligible Loans or the payment of origination or guarantee fees with respect to Financed Alternative Loans as provided in Section 4.2 hereof and as further authorized or limited in a Supplemental Indenture. Subject to Section 3.2 hereof, Balances in the Surplus Fund may also be applied to any one or more of the following purposes at any time as determined by the Issuer at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Administration Revenue Fund, the Debt Service Fund or the Reserve Fund:
(i) transfer to the Retirement Account for the redemption or purchase of, or the distribution of principal with respect to, Notes;
(ii) the purchase of Notes in accordance with the provisions of Section 3.7 hereof; or
(iii) transfer to the Acquisition Fund for the acquisition or origination of Eligible Loans pursuant to Section 4.2 hereof. Any amounts in the Surplus Fund shall, upon Issuer Order, be released to the Issuer free and clear of the lien of this Indenture if, after taking into account any such release and excluding, for these purposes only, from the calculation of Aggregate Value, any Financed Student Loans which are not Eligible Loans, the Asset Release Requirement will be met. Pending application of moneys in the Surplus Fund, such moneys shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investments shall be deposited in the Collection Fund as provided in Section 4.6 hereof.
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Sources: Indenture of Trust