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 February 28, 2007 will be offered for sale by the Indenture Trustee on or prior to the April 2007 Distribution Date if the then outstanding Pool Balance is 10% or less of the Initial Pool Balance. The Transferor, its Affiliates and unrelated third parties may offer bids to purchase such Financed Student Loans on or prior to such Distribution Date. If PHEAA is a Servicer of the Financed Student Loans at such time, the Indenture Trustee shall notify PHEAA of the auction and invite PHEAA to submit a bid. If at least two bids are received, the Indenture Trustee will accept the highest bid equal to or in excess of the greater of (x) the aggregate Purchase Amounts of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date or (y) an amount that would be sufficient to (i) reduce the outstanding principal amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Noteholders' Interest Distribution Amount payable on such Distribution Date (the "Minimum Purchase Price"). If at least two bids are not received or the highest bid is not equal to or in excess of the Minimum Purchase Price, the Indenture Trustee will not consummate such sale. The proceeds of any such sale will be used to redeem any outstanding Notes on such Distribution Date. The proceeds of any sale will be applied in the order and priority set forth in 5.4(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 (a) If the Master Servicer does not exercise its right to purchase the Financed Student Loans remaining in pursuant to Section 11.1 hereof, the Trust as of February 28, 2007 will be offered Indenture Trustee shall offer for sale by auction all remaining Financed Student Loans at the Indenture Trustee on or prior to end of the April 2007 Distribution Date if Collection Period when the then outstanding Pool Balance is 10% or less of the Initial Pool Balance. The Transferorauction date will be the third (3rd) Business Day before the related Distribution Date. The Master Servicer will waive its option to purchase the remaining 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 Affiliates purchase option before the Indenture Trustee accepts a bid to purchase the Financed Student Loans. The Depositor and its affiliates, including CIT Group Inc. and its affiliates, Education Lending Group, Inc. and the Master Servicer, and unrelated third parties may offer bids to purchase such the Financed Student Loans on or prior to such Distribution DateLoans. If PHEAA is The Depositor may not submit a Servicer bid representing greater than fair market value of the Financed Student Loans at such time, the Indenture Trustee shall notify PHEAA of the auction and invite PHEAA to submit a bidLoans. If at least two bids are received, the Indenture Trustee will 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 equal to or in excess of the greater of remaining bids if it equals or exceeds (xa) the aggregate Minimum Purchase Amounts Amount or (b) the fair market value of such the Financed Student Loans as of the end of the related Collection Period immediately preceding such Distribution Date or (y) an amount that would be sufficient to (i) reduce the outstanding principal amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Noteholders' Interest Distribution Amount payable on such Distribution Date (the "Minimum Purchase Price")Period, whichever is higher. If at least two bids are not received or the highest bid is after the re-solicitation process does not equal to or in excess of the Minimum Purchase Priceexceed that amount, the Indenture Trustee will shall not consummate such complete the sale. The proceeds of any such sale will be used to redeem any outstanding Notes on such Distribution Date. The proceeds of any sale will be applied in the order and priority set forth in 5.4(b) of the Indenture. If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but and at the direction of the Depositor shall not be under any obligation required to, solicit bids consult with a financial advisor, including one of the Underwriters or the Administrator, to purchase determine if the fair market value of the Financed Student Loans on future Distribution Dates upon terms similar to those described abovehas been offered.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of February 28, 2007 the end of the Collection Period immediately following the Distribution Date on which the Pool Balance is less than or equal to 10% of the Initial Pool Balance will be offered for sale by the Administrator (pursuant to the Administration Agreement) on behalf of Indenture Trustee on or prior to the April 2007 Distribution Date if the then outstanding Pool Balance is 10% or less as of the Initial Pool BalanceAuction Distribution Date. The TransferorFirst Union, its Affiliates affiliates, and unrelated third parties may offer bids to purchase such Financed Student Loans on or prior to as of such Auction Distribution Date. If PHEAA is a Servicer of the Financed Student Loans at such time, the Indenture Trustee shall notify PHEAA of the auction and invite PHEAA to submit a bid. 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 will accept the highest bid of such remaining bids if it is equal to or in excess of the greater higher of (x) the aggregate Minimum Purchase Amounts Amount and the fair market value of such Financed Student Loans as of the end of the Collection Period immediately preceding such the Auction Distribution Date or (y) an amount that would be sufficient to (i) reduce the outstanding principal amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Noteholders' Interest Distribution Amount payable on such Distribution Date (the "Minimum Purchase Price")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 higher of the Minimum Purchase PriceAmount and the fair market value of the Financed Student Loans, the Indenture Trustee will not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Seller, shall consult, with a financial advisor to determine if the fair market value of the Financed Student Loans has been offered. The net proceeds of any such sale will be used to redeem any outstanding Notes on such Distribution Date. The proceeds of any sale will be applied in the order and of priority set forth in 5.4(b) of the IndentureSection 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 February 28the end of May 1, 2007 will be offered for sale by the Indenture Trustee on or prior to the April July 2007 Distribution Date if the then outstanding Pool Balance is 10% or less of the Initial Pool BalanceDate. The Transferor, its Affiliates and unrelated third parties may offer bids to purchase such Financed Student Loans on or prior to such Distribution Date. If PHEAA is a Servicer of the Financed Student Loans at such time, the Indenture Trustee shall notify PHEAA of the auction and invite PHEAA to submit a bid. If at least two bids are received, the Indenture Trustee will accept the highest bid equal to or in excess of the greater of (x) the aggregate Purchase Amounts of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date or (y) an amount that would be sufficient to (i) reduce the outstanding principal amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Noteholders' Interest Distribution Amount payable on such Distribution Date and pay to the Counterparties any Trust Swap Payments payable on such Distribution Date, if any (the "Minimum Purchase Price"). If at least two bids are not received or the highest bid is not equal to or in excess of the Minimum Purchase Price, the Indenture Trustee will not consummate such sale. The proceeds of any such sale will be used to redeem any outstanding Notes on such Distribution DateDate and pay any Trust Swap Payments. The proceeds of any sale will be applied in the order and priority set forth in 5.4(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 February 28_________, 2007 ______ will be offered for sale by the Indenture Trustee on or prior to the April 2007 Distribution Date if the then outstanding Pool Balance is 10% or less of the Initial Pool Balance_________ Payment Date. The TransferorDepositor, its Affiliates and unrelated third parties may offer bids to purchase such Financed Student Loans on or prior to such Distribution Payment Date. If PHEAA is a Servicer of the Financed Student Loans at such time, the Indenture The Trustee shall notify PHEAA each Servicer of the auction and invite PHEAA each Servicer to submit a bid. If at least two bids are received, the Indenture Trustee will accept the highest bid equal to or in excess of (a) the unpaid Transaction Fees, if any, and the transaction costs of the Indenture Trustee and Eligible Lender Trustee with respect to such auction, and (b) the greater of (xi) the aggregate Purchase Amounts of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Payment Date or (yii) an amount that would be sufficient to (ix) reduce the outstanding principal amount Outstanding Amount of the Notes on such Distribution Payment Date to zero and (iiy) pay to the Noteholders the Noteholders' related Class Interest Distribution Amount Amounts payable on such Distribution Date (the "Minimum Purchase Price")Payment Date. If at least two bids are not received or the highest bid is not equal to or in excess of the Minimum Purchase Priceforegoing amount, the Indenture Trustee will not consummate such sale. The proceeds of any such sale will be used to redeem any outstanding Outstanding Notes on such Distribution Payment Date. The proceeds of any sale will be applied in the order and priority set forth in 5.4(b) of the Indenture4.1 hereof. 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 Payment Dates upon terms similar to those described above.

Auction of Financed Student Loans. Any Financed Student Loans remaining in the Trust as of February 28the end of [________], 2007 2006 will be offered for sale by the Indenture Trustee on or prior to the April 2007 [October 2006] Distribution Date if the then outstanding Pool Balance is 10% or less of the Initial Pool Balance. The Transferor, its Affiliates and unrelated third parties may offer bids to purchase such Financed Student Loans on or prior to such Distribution Date. If PHEAA is a Servicer of the Financed Student Loans at such time, the Indenture Trustee shall notify PHEAA of the auction and invite PHEAA to submit a bid. If at least two bids are received, the Indenture Trustee will accept the highest bid equal to or in excess of the greater of (x) the aggregate Purchase Amounts of such Financed Student Loans as of the end of the Collection Period immediately preceding such Distribution Date or (y) an amount that would be sufficient to (i) reduce the outstanding principal amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Noteholders' Interest Distribution Amount payable on such Distribution Date (the "Minimum Purchase Price"). If at least two bids are not received or the highest bid is not equal to or in excess of the Minimum Purchase Price, the Indenture Trustee will not consummate such sale. The proceeds of any such sale will be used to redeem any outstanding Notes on such Distribution Date. The proceeds of any sale will be applied in the order and priority set forth in 5.4(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 February 28, 2007 the end of the Collection Period immediately preceding the March 2009 Distribution Date will be offered for sale by the Indenture Trustee on or prior to the April 2007 Distribution Date if the then outstanding Pool Balance is 10% or less of the Initial Pool BalanceTrustee. The TransferorKeyCorp, its Affiliates and affiliates (other than the Seller), PHEAA, TERI xxx unrelated third parties may offer bids to purchase such Financed Student Loans on or prior to such Distribution Date. If PHEAA is a Servicer of the Financed Student Loans at such time, the Indenture Trustee shall notify PHEAA of the auction and invite PHEAA to submit a bid. 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 bid of such remaining bids if it is equal to or in excess of the greater of (x) the aggregate Minimum Purchase Amounts of such Financed Student Loans Amount as of the end of the Collection Period immediately preceding such Distribution Date or (y) an amount that would be sufficient to (i) reduce the outstanding principal amount of the Notes on such Distribution Date to zero and (ii) pay to the Noteholders the Noteholders' Interest Distribution Amount payable on such Distribution Date (the "Minimum Purchase Price")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 PriceAmount, 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 used to redeem any outstanding Notes on such Distribution Date. The proceeds of any sale will be applied in the order and of priority set forth in 5.4(b) of the IndentureSection 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.