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 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 may at its discretion, but shall not be 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 Minimum Purchase Price. 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 [ ] days prior to the last day of the related Collection Period to the Seller, the Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties and each Noteholder, 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 (a) If the Master Servicer does not exercise its right to purchase the Financed Student Loans pursuant to Section 11.1 hereof, the Indenture Trustee shall offer the for sale by auction all remaining Financed Student Loans for sale as of at the last day end of the Collection Period that ends in [ ]and shall accept bids on behalf when the Pool Balance is 10% or less of the Issuer for such purposeInitial Pool Balance. If with respect The auction date will be the third (3rd) Business Day before the related Distribution Date. The Master Servicer will waive its option to purchase the last date of such Collection Periodremaining Financed Student Loans if it fails to notify the Trust Eligible Lender Trustee and the Indenture Trustee, in writing, that it intends to exercise its purchase option before the Indenture Trustee receives no accepts a bid to purchase the Financed Student Loans. The Depositor and its affiliates, or no bid that it mayincluding CIT Group Inc. and its affiliates, as specified belowEducation Lending Group, acceptInc. and the Master Servicer, the Indenture Trustee and unrelated third parties may at its discretion, but shall not be obligated to, offer bids to purchase the Financed Student Loans for sale as of the last day of each, or any, of the succeeding Collection Periods until Loans. The Depositor may not submit 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 representing greater than fair market value of the Financed Student Loans. If at least two bids are received, the Indenture Trustee shall solicit and re-solicit 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 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 Sellerremaining bids if it equals or exceeds (a) to purchase the Minimum Purchase Amount or (b) the fair market value of the Financed Student Loans as of the last day end of the applicable related Collection Period Period, whichever is higher. If at least two bids are not received and (ii) or the highest such bid is after the re-solicitation process does not equal or exceed that amount, the Indenture Trustee shall not complete the sale. The Indenture Trustee may, and at least equal the direction of the Depositor shall be required to, consult with a financial advisor, including one of the Underwriters or the Administrator, to determine if the Minimum Purchase Price. Any attempt to arrange for the purchase fair market value of the Financed Student Loans and the consummation of any such sale shall be conducted by the Indenture Trustee in a commercially reasonable manner. has been offered. (b) The Indenture Trustee shall provide notice deposit the net proceeds of any such attempt at least [ ] days prior to auction sale into the last day of Collection Account. The Outstanding Notes shall be redeemed in whole, but not in part, on the related Collection Period to Distribution Date. (c) If the Sellersale is not completed, the CompanyIndenture Trustee may, the Servicerbut will not be under any obligation to, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties and each Noteholder, and any such Person or their respective Affiliates or any other Person may submit a timely bid solicit bids for the purchase sale of the Financed Student Loans after future Collection Periods upon terms similar to those described above, including the Master Servicer’s waiver of its option to purchase remaining 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 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 may at its discretion, but shall not be 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 Minimum Purchase Price. 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 Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties and each Noteholder, 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 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 may at its discretion, but shall not be 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 Minimum Purchase Price. 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 Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any the Swap Counterparties Counterparty and each Noteholder, 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 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 may at its discretion, but shall not be 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 Minimum Purchase Price. 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 Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any the Swap Counterparties Counterparty and each Noteholder, 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 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 may at its discretion, but shall not be 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 Minimum Purchase PricePrice as of the 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 Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any the Subordinate Note Insurer, the Swap Counterparties Counterparty and each Noteholder, 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 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 may at its discretion, but shall not be 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 Minimum Purchase Price. 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 Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties and each Noteholder, 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 that ends in [ ]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 at its discretionmay, but shall not be obligated 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 (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 PricePrice 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 CompanyMaster Servicer, the Servicereach Subservicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties each Noteholder and each NoteholderCertificateholder, 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 that ends in [ ], 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 at its discretion, but shall not be 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 Minimum Purchase PricePrice as of the 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 CompanyMaster Servicer, the Servicereach Subservicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties each Noteholder and each NoteholderCertificateholder, 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 that ends in [ ]sale, 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 may at its discretion, but shall not be 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 Minimum Purchase Price. 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 CompanyDepositor, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties and each Noteholder, 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 that ends in [ ]June 2007 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 at its discretion, but shall not be 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 Minimum Purchase PricePrice as of the 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 Company, the Servicer, the Eligible Lender Trustee, the Rating Agencies, any Swap Counterparties and each Noteholder, 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.