DISPOSITION OF COLLECTION ACCOUNT. On or before _____________, amounts on deposit in the Collection Account constituting Consolidation Loan prepayments may be applied for the (i) Financing of Consolidation Loans by the Eligible Lender Trustee on behalf of the Issuer that consolidate one or more of the Financed Student Loans, provided that in no event shall the aggregate amount of Financed Student Loans that are Consolidation Loans exceed $___________, or (ii) purchase, directly or indirectly through the Eligible Lender Trustee, by the Issuer of Student Loans for the purpose of combining or consolidating loans of a single obligor (sometimes known as serial loans). The moneys to be so applied will be an amount equal to the full remaining unpaid principal and accrued and unpaid interest and late charges on all Financed Student Loans selected by the obligor for consolidation or by the Issuer for purchase. On each Monthly Distribution Date, as described below, the Indenture Trustee shall transfer from the Collection Account the following amounts in the following priority, subject to Available Funds for the immediately preceding Collection Period: (i) to the Expense Account, to the extent required to increase the balance of such Account to the Program Expense Requirement calculated as of such Monthly Distribution Date; (ii) to the Note Payment Account, (a) an amount up to (1) the Series 1999A-1 Noteholders' Interest Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders, ratably, without preference or priority of any kind and (2) any related Senior Issuer Exchange Payment for payment to the related Senior Exchange Counterparty; (b) an amount up to (1) the Series 1999A-2 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in the next succeeding calendar month to the Series 1999A-2 Noteholders, ratably, without preference or priority of any kind and (2) any related Senior Issuer Exchange Payment with respect to the Series 1999A-2 Notes for payment to the related Senior Exchange Counterparty; (iii) to the Note Payment Account, an amount up to (a) the Series 1999B-1 Noteholders' Interest Distribution Amount for payment on such Monthly Distribution Date to the Series 1999B-1 Noteholders, ratably, without preference or priority of any kind and (b) any related Subordinate Issuer Exchange Payment for payment to the related Subordinate Exchange Counterparty; (iv) to the Note Payment Account, (a) an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders until the Outstanding principal balance of Series 1999A-1 Notes has been reduced to zero, then, (b) once the Series 1999A-1 Notes are no longer Outstanding, an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on the next succeeding Auction Period Distribution Date to the Series 1999A-2 Noteholders until the Outstanding principal balance of the Series 1999A-2 Notes has been reduced to zero; (v) once the Series 1999A Notes are no longer Outstanding, to the Note Payment Account, an amount up to the Series 1999B-1 Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999B-1 Noteholders until the Outstanding principal balance of the Series 1999B-1 Notes has been reduced to zero; (vi) to the Reserve Fund the amount, if any, required to increase the balance thereof to the Specified Reserve Fund Balance as provided for in Section 5.2 of the Base Indenture; (vii) to the Note Payment Account, an amount up to Parity Percentage Payments to the extent then required:
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DISPOSITION OF COLLECTION ACCOUNT. On or before _____________, amounts on deposit in the Collection Account constituting Consolidation Loan prepayments may be applied for the (i) Financing first Business Day of Consolidation Loans by the Eligible Lender Trustee on behalf of the Issuer that consolidate one or more of the Financed Student Loans, provided that in no event shall the aggregate amount of Financed Student Loans that are Consolidation Loans exceed $___________, or (ii) purchase, directly or indirectly through the Eligible Lender Trustee, by the Issuer of Student Loans for the purpose of combining or consolidating loans of a single obligor (sometimes known as serial loans). The moneys to be so applied will be an amount equal to the full remaining unpaid principal and accrued and unpaid interest and late charges on all Financed Student Loans selected by the obligor for consolidation or by the Issuer for purchase. On each Monthly Distribution Datecalendar month, as described below, the Indenture Trustee shall transfer from the Collection Account the following amounts in the following priority, subject to Available Funds for the immediately second preceding Collection Period:
(i) to the Expense Account, to the extent required to increase the balance of such Account to the Program Expense Requirement calculated as of such Monthly Distribution DateBusiness Day;
(ii) to the Note Payment Account,
(a) an amount up to (1) the Series 1999A-1 Noteholders' Interest Distribution Amount for payment on each Auction Period Disbursement Date occurring in such Monthly Distribution Date calendar month to the Series 1999A-1 Noteholders, ratably, without preference or priority of any kind and (2) any related Senior Issuer Exchange Payment for payment to the related Senior Exchange Counterpartykind;
(b) an amount up to (1) the Series 1999A-2 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in the next succeeding such calendar month to the Series 1999A-2 Noteholders, ratably, without preference or priority of any kind and kind;
(2c) an amount up to the Series 1999A-3 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in such calendar month to the Series 1999A-3 Noteholders, ratably, without preference or priority of any related kind;
(d) an amount up to the Series 1999A-4 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in such calendar month to the Series 1999A-4 Noteholders, ratably, without preference or priority of any kind;
(e) an amount up to the Series 1999A-5 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in such calendar month to the Series 1999A-5 Noteholders, ratably, without preference or priority of any kind;
(f) an amount up to the Series 1999A-6 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in such calendar month to the Series 1999A-6 Noteholders, ratably, without preference or priority of any kind;
(g) an amount up to any Senior Issuer Exchange Payment with respect to the Series 1999A-2 Notes for payment to the related Senior Exchange Counterparty; including any early termination payment resulting from a default by the Issuer;
(iii) to the Note Payment Account, :
(a) an amount up to (a) the Series 1999B-1 Noteholders' Interest Distribution Amount for payment on such Monthly each Auction Period Distribution Date occurring in such calendar month to the Series 1999B-1 Noteholders, ratably, without preference or priority of any kind and kind; and
(b) an amount up to any related Subordinate Issuer Exchange Payment for payment to the related Subordinate Exchange Counterparty; including any early termination payment resulting from a default by the Issuer;
(iv) to the Note Payment Account,, an amount up to the Series 1999B-1 Noteholders' Principal Distribution Amount for payment to the Series 1999B-1 Noteholders on the first Auction Period Distribution Date occurring after the first Business Day of such calendar month for which timely notice of such payment can be provided to the Series 1999B-1 Noteholders in accordance with this Section 4.02;
(v) to the Note Payment Account, 48 52
(a) an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders on the first Auction Period Distribution Date occurring after the first Business Day of such calendar month for which timely notice of such payment can be provided to the Series 1999A-1 Noteholders in accordance with this Section 4.02 until the Outstanding principal balance of the Series 1999A-1 Notes has been reduced to zero, ; then,
(b) once the Series 1999A-1 Notes are no longer Outstanding, an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on the next succeeding Auction Period Distribution Date to the Series 1999A-2 Noteholders on the first Auction Period Distribution Date occurring after the first Business Day of such calendar month for which timely notice of such payment can be provided to the Series 1999A-2 Noteholders in accordance with this Section 4.02 until the Outstanding principal balance of the Series 1999A-2 Notes has been reduced to zero;; then,
(vc) once the Series 1999A 1999A-1 Notes and Series 1999A-2 Notes are no longer Outstanding, to the Note Payment Account, an amount up to the Series 1999B-1 1999A Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999B-1 1999A-3 Noteholders on the first Auction Period Distribution Date occurring after the first Business Day of such calendar month for which timely notice of such payment can be provided to the Series 1999A-3 Noteholders in accordance with this Section 4.02 until the Outstanding principal balance of the Series 1999B-1 1999A-3 Notes has been reduced to zero;; then,
(vid) to once the Reserve Fund the amountSeries 1999A-1 Notes, if any, required to increase the balance thereof to the Specified Reserve Fund Balance as provided for in Section 5.2 of the Base Indenture;
(vii) to the Note Payment AccountSeries 1999A-2 Notes and Series 1999A-3 Notes are no longer Outstanding, an amount up to Parity Percentage Payments the Series 1999A Noteholders' Principal Distribution Amount for payment to the extent then required:Series 1999A-4 Noteholders on the first Auction Period Distribution Date occurring after the first Business Day of such calendar month for which timely notice of such payment can be provided to the Series 1999A-4 Noteholders in accordance with this Section 4.02 until the Outstanding principal balance of the Series 1999A-4 Notes has been reduced to zero; then,
(e) once the Series 1999A-1 Notes, Series 1999A-2 Notes, Series 1999A-3 Notes and Series 1999A-4 Notes are no longer Outstanding, an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment to the Series 1999A-5 Noteholders on the first Auction Period Distribution Date occurring during such calendar month for which timely notice of such payment can be provided to the Series 1999A-5 Noteholders in accordance with this Section 4.02 until the Outstanding principal balance of the Series 1999A-5 Notes has been reduced to zero; then,
(f) once the Series 1999A-1 Notes, Series 1999A-2 Notes, Series 1999A-3 Notes, Series 1999A-4 Notes and Series 1999A-5 Notes are no longer Outstanding, an amount up to the Series 1999A Noteholders' Principal
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DISPOSITION OF COLLECTION ACCOUNT. On or before _____________Except as otherwise noted below, amounts on deposit in the Collection Account constituting Consolidation Loan prepayments may be applied for the (i) Financing of Consolidation Loans by the Eligible Lender Trustee on behalf of the Issuer that consolidate one or more of the Financed Student Loans, provided that in no event shall the aggregate amount of Financed Student Loans that are Consolidation Loans exceed $___________, or (ii) purchase, directly or indirectly through the Eligible Lender Trustee, by the Issuer of Student Loans for the purpose of combining or consolidating loans of a single obligor (sometimes known as serial loans). The moneys to be so applied will be an amount equal to the full remaining unpaid principal and accrued and unpaid interest and late charges on all Financed Student Loans selected by the obligor for consolidation or by the Issuer for purchase. On each Monthly Distribution Date, as described below, the Indenture Trustee shall transfer from the Collection Account the following amounts in the following priority, subject to Available Funds for the immediately preceding Collection Period:
(i) to the Expense Account, to the extent required to increase the balance of such Account to the Program Expense Requirement calculated as of such Monthly Distribution Date;
(ii) to the Note Payment Account,
(a) , an amount up to (1a) the Series 1999A-1 1999A Noteholders' Interest Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders, ratably, 1999A Noteholders without preference or priority of any kind and (2b) any related Senior Issuer Exchange Payment for payment to the related Senior Exchange Counterparty;
(b) an amount up to (1) the Series 1999A-2 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in the next succeeding calendar month to the Series 1999A-2 Noteholders, ratably, without preference or priority of any kind and (2) including any related Senior Issuer Exchange Payment with respect to early termination payment as a result of a default by the Series 1999A-2 Notes for payment to the related Senior Exchange CounterpartyIssuer;
(iii) to the Note Payment Account, an amount up to (a) one-third (1/3) of the Series 1999B-1 Noteholders' Interest Distribution Amount for payment on such Monthly the next succeeding or concurrent Quarterly Distribution Date to the Series 1999B-1 Noteholders, ratably, Noteholders without preference or priority of any kind and (b) any related Subordinate Issuer Exchange Payment for payment to the related Subordinate Exchange Counterparty, including an early termination payment or as a result of a default by the Issuer;
(iv) to the Note Payment Account,
(a) an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders until the Outstanding principal balance of Series 1999A-1 Notes has been reduced to zero, then,
(b) once the Series 1999A-1 Notes are no longer Outstanding, an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on the next succeeding Auction Period such Monthly Distribution Date to the Series 1999A-2 Noteholders until the Outstanding principal balance of the Series 1999A-2 Notes has been reduced to zero;
(v) once the Series 1999A Notes are no longer Outstanding, on each Quarterly Distribution Date to the Note Payment Account, an amount up to the Series 1999B-1 Noteholders' Principal Distribution Amount for payment on such Monthly Quarterly Distribution Date to the Series 1999B-1 Noteholders until the Outstanding principal balance of the Series 1999B-1 Notes has been reduced to zero;
(vi) to the Reserve Fund the amount, if any, required to increase the balance thereof to the Specified Reserve Fund Balance as provided for in Section 5.2 of the Base Indenture;
(vii) to the Note Payment Account, an amount up to Parity Percentage Payments to the extent then required:
(a) for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders until the principal balance of the Series 1999A-1 Notes has been reduced to zero, then
(b) once the Series 1999A-1 Notes are no longer Outstanding, for payment on such Monthly Distribution Date to the Series 1999A-2 Noteholders until the principal balance of the Series 1999A-2 Notes has been reduced to zero, then
(c) once the Series 1998A Notes are no longer Outstanding, on each Quarterly Distribution Date for payment on such Quarterly Distribution Date to the Series 1999B-1 Noteholders until the principal balance of each such Series of Series 1999B-1 Notes has been reduced to zero;
(viii) to the Note Payment Account,
(a) an amount up to any Carryover Interest, ratably, to the Series 1999A Noteholders for payment on such Monthly Distribution Date, and upon payment of all Carryover Interest due to the Series 1999A Noteholders, then,
(b) an amount up to one-third (1/3) any Carryover Interest, to the Series 1999B-1 Noteholders for payment on the next succeeding or concurrent Quarterly Distribution Date;
(ix) to the Note Payment Account, an amount up to the amount, if any, owed an Exchange Counterparty in respect of an early termination payment or damages for early termination as a result of anything other than a default by the Issuer under any Exchange Agreement for payment to such Exchange Counterparty; and
(x) any remainder, to the Excess Surplus Account. Notwithstanding the foregoing, if on any Distribution Date after giving effect to all distributions to be made on such Distribution Date, either:
(a) the Outstanding principal amount of the Series 1999A Notes would exceed the sum of the (i) the Pool Balance plus (ii) accruals of Special Allowance Payments and Interest Subsidy Payments payable with respect to the Financed Student Loans as of the end of the preceding Collection Period, plus the balance of the Reserve Fund as of the computation date, or
(b) an Event of Default described in item 1 of the first paragraph of Section 8.1 of the Base Indenture has occurred (but prior to the acceleration of the Legal Final Maturity of the Notes), then, until the applicable conditions described in clauses (a) and (b) no longer exist, the Series 1999B-1 Noteholders' Interest Distribution Amount and the Series 1999B-1 Noteholders' Principal Distribution Amount will not be paid to the Series 1999B-1 Noteholders pursuant to clauses (iii) and (v) above and no Subordinate Issuer Exchange Payment shall be made. For so long as any Series 1999A Notes remain Outstanding, such deferral in the payment of the Series 1999B-1 Noteholders' Interest Distribution Amount, the Series 1999B-1 Noteholders' Principal Distribution Amount or Subordinate Issuer Exchange Payments (except with respect to the Legal Final Maturity of the Series 1999B-1 Notes) shall not constitute an Event of Default. In addition, as long as the applicable conditions described in clause (b) continue to exist, the Series 1999A Noteholders' Principal Distribution Amount shall be paid pro rata among each Series of Series 1999A Notes, without preference or priority of any kind. 26 ARTICLE V
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DISPOSITION OF COLLECTION ACCOUNT. On or before _____________, amounts on deposit in the Collection Account constituting Consolidation Loan prepayments may be applied for the (i) Financing of Consolidation Loans by the Eligible Lender Trustee on behalf of the Issuer that consolidate one or more of the Financed Student Loans, provided that in no event shall the aggregate amount of Financed Student Loans that are Consolidation Loans exceed $___________, or (ii) purchase, directly or indirectly through the Eligible Lender Trustee, by the Issuer of Student Loans for the purpose of combining or consolidating loans of a single obligor (sometimes known as serial loans). The moneys to be so applied will be an amount equal to the full remaining unpaid principal and accrued and unpaid interest and late charges on all Financed Student Loans selected by the obligor for consolidation or by the Issuer for purchase. On each Monthly Distribution Date, as described below, the Indenture Trustee shall transfer from the Collection Account the following amounts in the following priority, subject to Available Funds for the immediately preceding Collection Period:; provided that, if any moneys are transferred on January 31, 1999 to the Collection Account from the Acquisition Fund pursuant to Section 4.03 hereof in an amount equal to or greater than $1,000,000, all such moneys shall be used solely to pay principal on the Series A-4 Notes on the first Auction Period Distribution Date thereof (rounded down, to the extent necessary, to the nearest Authorized Denomination):
(i) to the Expense Account, to the extent required to increase the balance of such Account to the Program Expense Requirement calculated as of such Monthly Distribution Date;
(ii) to the Note Payment Account,
(a) an amount up to (1) the Series 1999A-1 1998A-3 Noteholders' Interest Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders, ratably, without preference or priority of any kind and (2) any related Senior Issuer Exchange Payment for payment to the related Senior Exchange Counterparty;
(b) an amount up to (1) the Series 1999A-2 Noteholders' Interest Distribution Amount for payment on each Auction Period Distribution Date occurring in the next succeeding calendar month to the Series 1999A-2 1998A-3 Noteholders, ratably, without preference or priority of any kind and (2) any related Senior Issuer Exchange Payment with respect to the Series 1999A-2 A-3 Notes for payment to the related Senior Exchange Counterparty;, 60 61
(iiib) to the Note Payment Account, an amount up to (a1) the Series 1999B-1 1998A-4 Noteholders' Interest Distribution Amount for payment on such Monthly each Auction Period Distribution Date occurring in the next succeeding calendar month to the Series 1999B-1 1998A-4 Noteholders, ratably, without preference or priority of any kind and (b2) any related Subordinate Senior Issuer Exchange Payment with respect to the Series A-4 Notes for payment to the related Subordinate Senior Exchange Counterparty;
(iv) to the Note Payment Account,
(a) an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999A-1 Noteholders until the Outstanding principal balance of Series 1999A-1 Notes has been reduced to zero, then,
(b) once the Series 1999A-1 Notes are no longer Outstanding, an amount up to the Series 1999A Noteholders' Principal Distribution Amount for payment on the next succeeding Auction Period Distribution Date to the Series 1999A-2 Noteholders until the Outstanding principal balance of the Series 1999A-2 Notes has been reduced to zero;
(v) once the Series 1999A Notes are no longer Outstanding, to the Note Payment Account, an amount up to the Series 1999B-1 Noteholders' Principal Distribution Amount for payment on such Monthly Distribution Date to the Series 1999B-1 Noteholders until the Outstanding principal balance of the Series 1999B-1 Notes has been reduced to zero;
(vi) to the Reserve Fund the amount, if any, required to increase the balance thereof to the Specified Reserve Fund Balance as provided for in Section 5.2 of the Base Indenture;
(vii) to the Note Payment Account, an amount up to Parity Percentage Payments to the extent then required:
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