Common use of Auction of Financed Student Loans Clause in Contracts

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee may, but shall not be under any obligation to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection Period. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder and each Certificateholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the Januarysale, 2007 Distribution Date and shall accept bids on behalf of the Issuer for such purposepurpose as of the last day of the Collection Period that immediately follows the first Collection Period as of which the Pool Balance is less than or equal to 10% of the sum of the Initial Pool Balance plus the Prefunded Account Closing Date Deposit. If with respect to the last date of the Collection Period as of which such Collection Periodoffer is made, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection PeriodPrice. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Depositor, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder any Swap Counterparties and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee --------------------------------- shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the Januarythat ends in [ ], 2007 Distribution Date 200_ and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee may, but shall not be under any obligation to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection Period. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder and each Certificateholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date that ends in June 2010 and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection PeriodPrice. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder any Swap Counterparties and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, that ends in June 2007 Distribution Date and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection Period. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date that ends in [ ]and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection PeriodPrice. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 [ ] days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder any Swap Counterparties and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date that ends in June 2009 and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection PeriodPrice. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder the Swap Counterparty and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date that ends in June 2008 and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection Period. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder the Subordinate Note Insurer, the Swap Counterparty and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date that ends in March 2009 and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection PeriodPrice. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder the Swap Counterparty and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.

Auction of Financed Student Loans. The Indenture Trustee shall offer the Financed Student Loans for sale as of the last day of the Collection Period immediately preceding the January, 2007 Distribution Date that ends in December 2009 and shall accept bids on behalf of the Issuer for such purpose. If with respect to the last date of such Collection Period, the Indenture Trustee receives no bid to purchase the Financed Student Loans, or no bid that it may, as specified below, accept, the Indenture Trustee maymay at its discretion, but shall not be under any obligation obligated to, offer the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until a bid is received that may, as specified below, be accepted by the Indenture Trustee. With respect to any attempt to arrange for the purchase of the Financed Student Loans, the Indenture Trustee shall accept the highest bid submitted so long as (i) at least two bids (one of which is from a Person that is not the Seller or an Affiliate of the Seller) to purchase the Financed Student Loans as of the last day of the applicable Collection Period are received and (ii) the highest such bid is at least equal to the greater of (x) the Minimum Purchase Price as of the applicable Distribution Date and (y) the Purchase Amount of the Financed Student Loans as of last day of the applicable Collection PeriodPrice. Any attempt to arrange for the purchase of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. The Indenture Trustee shall provide notice of any such attempt at least 60 days prior to the last day of the related Collection Period to the Seller, the Master Company, the Servicer, each Subservicer, the Eligible Lender Trustee, the Rating Agencies, each Noteholder any Swap Counterparties and each CertificateholderNoteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid for the purchase of the Financed Student Loans.