Common use of Auction of Financed Student Loans Clause in Contracts

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 Distribution Date will be offered for sale by the Indenture Trustee. KeyCorp, its affiliates (other than the Seller), PHEAA, TERI xxx unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to or in excess of the Minimum Purchase Amount as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b). If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 October 2010 Distribution Date will be offered for sale in the aggregate by the Indenture Trustee as either a single pool (a "Single Pool Sale") or in two separate pools (a "Two Pool Sale") as determined by the Administrator in its sole discretion; provided, however, that if a Coordination Agreement requires the offering of the Access Loans to PHEAA, XXXX and/or LAI, the Administrator shall instruct the Indenture Trustee, in accordance with Section 10.06(a) of the Sale and Servicing Agreement, to offer for sale the Financed Student Loans that are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its affiliates (other than the Seller)affiliates, PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp KeyCorp, the parent of Key Bank USA, National Association ("KeyCorp"), and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, with respect to a Single Pool Sale, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains for such Financed Student Loans or the remaining bidders decline to resubmit bids and, with respect to a Two Pool Sale, if at least two bids are received for either pool of Financed Student Loans, the Indenture Trustee will solicit and resolicit bids from all participating bidders until only one bid remains with respect to each pool of Financed Student Loans, or the remaining bidders decline to resubmit bids. The Indenture Trustee shall shall, with respect to a Single Pool Sale, accept the highest of such remaining bids from a single bidder if it is equal to or in excess of the Minimum Purchase Amount as Amount, and with respect to a Two Pool Sale, accept the highest of such remaining bids for each pool of Financed Student Loans, if the sum of the end such two bids is equal to or in excess of the Collection Period immediately preceding such Distribution DateMinimum Purchase Amount. If (i) at least two bids are not received with respect to a Single Pool Sale (or at least two bids for each pool of Financed Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool Sale) or the combination of the highest two bids (with respect to a Two Pool Sale), as the case may be, after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the SellerSeller or (provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above. In addition, notwithstanding anything herein to the contrary, the Indenture Trustee's rights hereunder to sell the Financed Student Loans shall be subject to the provisions of Section 10.06 of the Sale and Servicing Agreement.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 Distribution Date will be offered for sale by the Indenture Trustee. KeyCorp, its affiliates (other than the Seller), PHEAA, TERI xxx unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to or in excess of the Minimum Purchase Amount as of the end of the Collection Period immediately preceding such Distribution DateAmount. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March November 2009 Distribution Date will be offered for sale in the aggregate by the Indenture Trustee as either a single pool (a "Single Pool Sale") or in two separate pools (a "Two Pool Sale") as determined by the Administrator in its sole discretion; provided, however, that if a Coordination Agreement requires the offering of the Access Loans to PHEAA, XXXX and/or LAI, the Administrator shall instruct the Indenture Trustee, in accordance with Section 10.06(a) of the Sale and Servicing Agreement, to offer for sale the Financed Student Loans that are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its affiliates (other than the Seller)affiliates, PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, with respect to a Single Pool Sale, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains for such Financed Student Loans or the remaining bidders decline to resubmit bids and, with respect to a Two Pool Sale, if at least two bids are received for either pool of Financed Student Loans, the Indenture Trustee will solicit and resolicit bids from all participating bidders until only one bid remains with respect to each pool of Financed Student Loans, or the remaining bidders decline to resubmit bids. The Indenture Trustee shall shall, with respect to a Single Pool Sale, accept the highest of such remaining bids from a single bidder if it is equal to or in excess of the Minimum Purchase Amount as Amount, and with respect to a Two Pool Sale, accept the highest of such remaining bids for each pool of Financed Student Loans, if the sum of the end such two bids is equal to or in excess of the Collection Period immediately preceding such Distribution DateMinimum Purchase Amount. If (i) at least two bids are not received with respect to a Single Pool Sale (or at least two bids for each pool of Financed Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool Sale) or the combination of the highest two bids (with respect to a Two Pool Sale), as the case may be, after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above.. In addition, notwithstanding anything herein to the contrary, the Indenture Trustee's rights hereunder to sell the Financed Student Loans shall be subject to the provisions of Section 10.06 of the Sale and Servicing Agreement.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 ___________, ____ Distribution Date will be offered for sale by the Indenture Trustee. KeyCorpMellon Bank, N.A., its affiliates (other than the Seller), PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp Mellon Bank, N.A., and its affiliates may not bid more than an amount determined by KeyCorp Mellon Bank, N.A., in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to or in excess of the Minimum Purchase Amount as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b). If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above. In addition, notwithstanding anything herein to the contrary, the Indenture Trustee's rights hereunder to sell the Financed Student Loans shall be subject to the provisions of Section 10.06 of the Sale and Servicing Agreement.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 October 2010 Distribution Date will be offered for sale in the aggregate by the Indenture TrusteeTrustee as either a single pool (a "Single Pool Sale") or in two separate pools (a "Two Pool Sale") as determined by the Administrator in its sole discretion; provided, however, that if a Coordination Agreement requires the offering of the Access Loans to PHEAA, XXXX and/or LAI, the Indenture Trustee shall, in accordance with Section 10.06(a) of this Agreement, offer for sale the Financed Student Loans that are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its affiliates (other than the Seller)affiliates, PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, with respect to a Single Pool Sale, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains for such Financed Student Loans or the remaining bidders decline to resubmit bids and, with respect to a Two Pool Sale, if at least two bids are received for either pool of Financed Student Loans, the Indenture Trustee will solicit and resolicit bids from all participating bidders until only one bid remains with respect to each pool of Financed Student Loans, or the remaining bidders decline to resubmit bids. The Indenture Trustee shall shall, with respect to a Single Pool Sale, accept the highest of such remaining bids from a single bidder if it is equal to or in excess of the Minimum Purchase Amount as Amount, and with respect to a Two Pool Sale, accept the highest of such remaining bids for each pool of Financed Student Loans, if the sum of the end such two bids is equal to or in excess of the Collection Period immediately preceding such Distribution DateMinimum Purchase Amount. If (i) at least two bids are not received with respect to a Single Pool Sale (or at least two bids for each pool of Financed Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool Sale) or the combination of the highest two bids (with respect to a Two Pool Sale), as the case may be, after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above. In addition, the Indenture Trustee, the Securities Insurer, the Swap Counterparty, the Eligible Lender Trustee and each Rating Agency shall be provided with an opinion of counsel that any such sale of the Financed Student Loans would not constitute a fraudulent conveyance.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 August 2010 Distribution Date will be offered for sale in the aggregate by the Indenture Trustee as either a single pool (a "Single Pool Sale") or in two separate pools (a "Two Pool Sale") as determined by the Administrator in its sole discretion; provided, however, that if a Coordination Agreement requires the offering of the Access Loans to PHEAA, XXXX and/or LAI, the Administrator shall instruct the Indenture Trustee, in accordance with Section 10.06(a) of the Sale and Servicing Agreement, to offer for sale the Financed Student Loans that are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its affiliates (other than the Seller)affiliates, PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp KeyCorp, the parent of Key Bank USA, National Association ("KeyCorp"), and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, with respect to a Single Pool Sale, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains for such Financed Student Loans or the remaining bidders decline to resubmit bids and, with respect to a Two Pool Sale, if at least two bids are received for either pool of Financed Student Loans, the Indenture Trustee will solicit and resolicit bids from all participating bidders until only one bid remains with respect to each pool of Financed Student Loans, or the remaining bidders decline to resubmit bids. The Indenture Trustee shall shall, with respect to a Single Pool Sale, accept the highest of such remaining bids from a single bidder if it is equal to or in excess of the Minimum Purchase Amount as Amount, and with respect to a Two Pool Sale, accept the highest of such remaining bids for each pool of Financed Student Loans, if the sum of the end such two bids is equal to or in excess of the Collection Period immediately preceding such Distribution DateMinimum Purchase Amount. If (i) at least two bids are not received with respect to a Single Pool Sale (or at least two bids for each pool of Financed Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool Sale) or the combination of the highest two bids (with respect to a Two Pool Sale), as the case may be, after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the SellerSeller or (provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above. In addition, notwithstanding anything herein to the contrary, the Indenture Trustee's rights hereunder to sell the Financed Student Loans shall be subject to the provisions of Section 10.06 of the Sale and Servicing Agreement.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March November 2009 Distribution Date will be offered for sale in the aggregate by the Indenture TrusteeTrustee as either a single pool (a "Single Pool Sale") or in two separate pools (a "Two Pool Sale") as determined by the Administrator in its sole discretion; provided, however, that if a Coordination Agreement requires the offering of the Access Loans to PHEAA, XXXX and/or LAI, the Indenture Trustee shall, in accordance with Section 10.06(a) of this Agreement, offer for sale the Financed Student Loans that are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its affiliates (other than the Seller)affiliates, PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, with respect to a Single Pool Sale, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains for such Financed Student Loans or the remaining bidders decline to resubmit bids and, with respect to a Two Pool Sale, if at least two bids are received for either pool of Financed Student Loans, the Indenture Trustee will solicit and resolicit bids from all participating bidders until only one bid remains with respect to each pool of Financed Student Loans, or the remaining bidders decline to resubmit bids. The Indenture Trustee shall shall, with respect to a Single Pool Sale, accept the highest of such remaining bids from a single bidder if it is equal to or in excess of the Minimum Purchase Amount as Amount, and with respect to a Two Pool Sale, accept the highest of such remaining bids for each pool of Financed Student Loans, if the sum of the end such two bids is equal to or in excess of the Collection Period immediately preceding such Distribution DateMinimum Purchase Amount. If (i) at least two bids are not received with respect to a Single Pool Sale (or at least two bids for each pool of Financed Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool Sale) or the combination of the highest two bids (with respect to a Two Pool Sale), as the case may be, after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 December 2008 Distribution Date will be offered for sale by the Indenture Trustee. KeyCorp, its affiliates (other than the Seller), PHEAA, TERI xxx unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to or in excess of the Minimum Purchase Amount as of the end of the Collection Period immediately preceding such Distribution DateAmount. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 ______ ____ Distribution Date will be offered for sale by the Indenture Trustee. KeyCorpMellon Bank, N.A., its affiliates (other than the Seller), PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp Mellon Bank, N.A., and its affiliates may not bid more than an amount determined by KeyCorp Mellon Bank, N.A., in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to or in excess of the Minimum Purchase Amount as of the end of the Collection Period immediately preceding such Distribution DateAmount. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the March 2009 August 2010 Distribution Date will be offered for sale in the aggregate by the Indenture TrusteeTrustee as either a single pool (a "Single Pool Sale") or in two separate pools (a "Two Pool Sale") as determined by the Administrator in its sole discretion; provided, however, that if a Coordination Agreement requires the offering of the Access Loans to PHEAA, XXXX and/or LAI, the Indenture Trustee shall, in accordance with Section 10.06(a) of this Agreement, offer for sale the Financed Student Loans that are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its affiliates (other than the Seller)affiliates, PHEAA, TERI xxx and unrelated third parties may offer bids to purchase such Financed Student Loans on such Distribution Date; provided, however, that KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp in good faith to be equal to the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date. If at least two bids are received, with respect to a Single Pool Sale, the Indenture Trustee will solicit and resolicit new bids from all participating bidders until only one bid remains for such Financed Student Loans or the remaining bidders decline to resubmit bids and, with respect to a Two Pool Sale, if at least two bids are received for either pool of Financed Student Loans, the Indenture Trustee will solicit and resolicit bids from all participating bidders until only one bid remains with respect to each pool of Financed Student Loans, or the remaining bidders decline to resubmit bids. The Indenture Trustee shall shall, with respect to a Single Pool Sale, accept the highest of such remaining bids from a single bidder if it is equal to or in excess of the Minimum Purchase Amount as Amount, and with respect to a Two Pool Sale, accept the highest of such remaining bids for each pool of Financed Student Loans, if the sum of the end such two bids is equal to or in excess of the Collection Period immediately preceding such Distribution DateMinimum Purchase Amount. If (i) at least two bids are not received with respect to a Single Pool Sale (or at least two bids for each pool of Financed Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool Sale) or the combination of the highest two bids (with respect to a Two Pool Sale), as the case may be, after the resolicitation process is completed is not equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate such sale. In connection with the determination of the Minimum Purchase Amount, the Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor (which may be the Administrator) to determine if the fair market value of the Financed Student Loans has been offered. The proceeds of any such sale will be applied in the order of priority set forth in Section 5.04(b)) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation to, solicit bids to purchase the Financed Student Loans on future Distribution Dates upon terms similar to those described above. In addition, the Indenture Trustee, the Securities Insurer, the Swap Counterparty, the Eligible Lender Trustee and each Rating Agency shall be provided with an opinion of counsel that any such sale of the Financed Student Loans would not constitute a fraudulent conveyance.