Common use of Surplus Fund Clause in Contracts

Surplus Fund. The District covenants and agrees that it shall not transfer or disburse from Special Tax Fund A to the Surplus Fund in any Loan Year any amount until such time as there has been deposited to the Repayment Fund an amount, together with any amounts already on deposit therein, that is sufficient to pay the Scheduled Payments on the Loan and all Parity Loans due in such Loan Year and any Deferred Payments on the Loan and all Parity Loans. Moneys deposited in the Surplus Fund will be transferred by the Authority Trustee as directed in a Certificate of an Authorized Representative of the District (i) to the Repayment Fund for application in accordance with Section 3.4 above, (ii) to the Authority Reserve Fund to pay any Reserve Replenishment Amount, (iii) to the Administrative Expense Fund to pay Administrative Expenses, (iv) to the Authority Surplus Fund established under the Authority Indenture, or (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Loan or the Parity Loans and may be used by the District for any purpose stated in this Section 3.5. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on the Loan or Parity Loans, the District will notify the Authority Trustee in a Certificate of an Authorized Representative and the Authority Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at the written direction of the District in Permitted Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Permitted Investments at a yield not in excess of the yield on the issue of the Authority Bonds or Parity Loans to which such amounts are to be applied, unless, an opinion of Bond Counsel is delivered to the Authority Trustee stating that investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt Bonds or any Parity Loans which were issued on a tax-exempt basis for federal income tax purposes.

Surplus Fund. On each Monthly Payment Date the Trustee shall transfer from the 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 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, the Alternative Loan Guarantee Fund or the Special Redemption and Prepayment Account. The District covenants and agrees that it Trustee shall not transfer or disburse from Special Tax Fund A also credit to the Surplus Fund Account the proceeds of the resale to a Lender or SLFC of any Student Loans previously purchased with moneys in any Loan Year any amount until such time as there has been deposited the Surplus Account pursuant to the Repayment Fund an amount, together with any amounts already on deposit therein, that is sufficient to pay repurchase obligation of the Scheduled Payments on Lender or SLFC under the applicable Student Loan and all Parity Loans due in such Loan Year and any Deferred Payments on the Loan and all Parity LoansPurchase Agreement. Moneys deposited Balances in the Surplus Fund will shall be transferred by applied to the Authority Trustee following purposes in the following order of priority: first, to remedy deficiencies in the Indemnification Fund to the extent and in the manner provided in Section 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 payment of interest on Class A Notes or Other Senior Obligations payable therefrom; third, 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 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 directed provided in a Certificate of an Authorized Representative 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 District Interest Account for the payment of Carry-Over Amounts (iand accrued interest thereon) to the Repayment 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). Notwithstanding the foregoing, Balances in the Surplus Fund for application consisting of Eligible Loans shall not be required to be applied (1) pursuant to priorities first through seventh in accordance with Section 3.4 above, (ii) to the Authority preceding sentence until after any transfers from the Reserve Fund have been taken into account, and (2) in any event pursuant to pay any Reserve Replenishment Amount, (iii) to priorities eighth through twelfth in the Administrative Expense Fund to pay Administrative Expenses, (iv) to preceding sentence. If the Authority Surplus Fund established under the Authority Indenture, or (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to be used to remedy any such deficiency or to make a transfer to the repayment credit of the Loan Administration Fund or the Parity 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 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 District 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 10.2 hereof, balances in the Special Redemption and Prepayment Account (other than any purpose stated 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 this 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 3.5. In 10.7 hereof, as determined by the event Corporation at such time, provided that the District reasonably expects 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 use be so used are not required to be applied to the prepayment of principal of any portion Notes and, if the purchase price of any Note to be so purchased is to exceed the moneys 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 pay debt service on the Loan or Parity Loans, the District will notify the Authority Trustee in a Certificate of an Authorized Representative and the Authority Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount last sentence of the Surplus Fund shall be invested at the written direction of the District in Permitted Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Permitted Investments at a yield not in excess of the yield on the issue of the Authority Bonds or Parity Loans to which such amounts are to following paragraph, also be applied, unlessas determined by the Corporation from time to time, an opinion of Bond Counsel is delivered to the Authority 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 stating shall have certified that investment no deficiencies exist at a higher yield will not adversely affect such time in the exclusion from gross income for federal income tax purposes Note Fund, the Indemnification Fund or the Reserve Fund, (B) after taking into account any such payments of interest on the Tax-Exempt Bonds 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 Parity 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 which were issued on a tax-exempt basis for federal income tax purposes.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 Corporation at such time, provided the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund, the Indemnification Fund, the Reserve Fund or the Special Redemption and Prepayment Account:

Surplus Fund. The District covenants and agrees that it shall not transfer or disburse from Special Tax Fund A Any amounts transferred to the Surplus Fund in any Loan Year any amount until such time pursuant to subsection 4.2 hereof shall no longer be considered Revenues and are not pledged to repay the Bonds. So long as there has been deposited to Local Obligations are outstanding, on September 1 of each year, the Repayment Fund an amountremaining balance, together with any amounts already on deposit thereinif any, that is sufficient to pay the Scheduled Payments on the Loan and all Parity Loans due in such Loan Year and any Deferred Payments on the Loan and all Parity Loans. Moneys deposited in the Surplus Fund will shall in a Request of the City (i) be transferred by the Authority Trustee to the City Treasurer for credit to the special tax fund of the Community Facilities District, and each Community Facilities District shall be credited a percentage of the total amount available on each September 1 that is equal to the percentage which its outstanding Local Obligation represents of all outstanding Local Obligations held by the Trustee as directed in a Certificate of an Authorized Representative of the District (i) to the Repayment Fund for application in accordance with Section 3.4 above, date of disbursement or (ii) as set forth in a Request of the City be applied to the Authority Reserve Fund to pay any Reserve Replenishment Amount, (iii) redemption of Local Obligations pursuant to the Administrative Expense Fund terms of the Local Obligations Indenture with each Community Facilities District to pay Administrative Expenses, (iv) be credited a percentage of the total amount available on each September 1 that is equal to the Authority Surplus Fund established under percentage which its outstanding Local Obligations represents of all outstanding Local Obligations held by the Authority Indenture, or (v) for any other lawful purpose Trustee as of the District. The amounts in the Surplus Fund are not pledged to the repayment date of the Loan or the Parity Loans and may be used by the District for any purpose stated in this Section 3.5disbursement. In the event that the Local Obligations have been prepaid or defeased in whole or in part, then such credit shall be applied to the Community Facilities District reasonably expects to use any portion based on a Certificate of an Independent Financial Consultant prepared at the direction of the moneys Authorized Representative of the City. In the event the Community Facilities District is no longer obligated to levy Special Taxes to repay Local Obligations, then any amounts in the Surplus Fund to pay debt service on may be used by the Loan or Parity LoansAuthority for any lawful purpose, including, but not limited to, the payment of expenses of the Authority, the City or the Community Facilities District will notify relating to the Bonds, the Local Obligations, the Community Facilities District, or any other purpose as specified in a Request of the Authority Trustee delivered to the Trustee. On September 1 of the year preceding the year of the final maturity of the Bonds, the remaining balance in a Certificate of an Authorized Representative and the Authority Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at credited by the written direction of Trustee to the District in Permitted Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Permitted Investments at a yield not in excess of the yield on the issue of the Authority Bonds or Parity Loans to which such amounts are to be applied, unless, an opinion of Bond Counsel is delivered to the Authority Trustee stating that investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt Bonds or any Parity Loans which were issued on a tax-exempt basis for federal income proportionate basis, to each special tax purposes.fund established with respect to Local Obligations. Such amounts shall be applied to reduce debt service payments on Local Obligations