Common use of Auction of Trust Student Loans Clause in Contracts

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer any Swap Counterparty for Swap Payments and Swap Termination Payments and amounts to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer any Swap Counterparty for Swap Payments and Swap Termination Payments and amounts to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On If the Servicer has not exercised its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement on the first Distribution Date after the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the Indenture Administrator will engage a third-party financial advisor, which may be an Affiliate of the Servicer, an underwriter of the Notes or the Administrator (the "Third-Party Financial Advisor") to try to auction any Trust Student Loans remaining in the Trust shall on the date (the "Trust Auction Date") that is three Business Days prior to the next Distribution Date. An auction will be offered for sale by the Indenture Trustee unless consummated only if the Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution DateEstate. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee, the Indenture Trustee and the Indenture Trustee Administrator of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of Third-Party Financial Advisor accepting a bid to purchase such Trust Student Loans; provided, however, . Only Persons that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to are not Affiliates of the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of may purchase the Trust Student Loans as of on the Trust Auction Date. If in connection with any auction of the Trust Student Loans at least two bids are received, the Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall accept the highest of such remaining bids if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction DateAmount. If at least two bids are not received received, or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student LoansAmount, the Indenture Trustee Third-Party Financial Advisor shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Third-Party Financial Advisor, on behalf of the Indenture Trustee mayAdministrator, but shall not be under any obligation to, continue to solicit and re-solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date, until the Third-Party Financial Advisor has received at least one bid that is equal to or in excess of the Minimum Purchase Amount. The Indenture Administrator and the Third-Party Financial Advisor shall be entitled to the reimbursement of all of their and their respective agents' fees, expenses and costs whether or not such auction sale is consummated from amounts held on deposit in the Collection Account.

Auction of Trust Student Loans. On Any Trust Student Loans ------------------------------ remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Quarterly Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Quarterly Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Servicer Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; providedPROVIDED, howeverHOWEVER, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Xxxxxx Xxx to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans ------------------------------ remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Quarterly Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Quarterly Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Management Corporation and the ServicerDepositor, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student ------------------------------ Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Finance Corporation and the ServicerDepositor, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or and any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding ECFC and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust may, and at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of all of the Notes shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, [Bluemont Funding, Town Center Funding, Town Hall Funding Funding, VL Funding,] and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If the auction is conducted and at least two bids are received, the Indenture Trustee shall 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 bid if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction (and at the sole cost and expense) of the DepositorAdministrator, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b). If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation toand at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of the Notes shall, solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Servicer Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; providedPROVIDED, howeverHOWEVER, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding VL Funding, [____] and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On If the Servicer has not exercised its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement on the first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the Indenture Administrator will engage a third-party financial advisor, which may be an Affiliate of the Servicer, an Underwriter of the Notes or the Administrator (the “Third-Party Financial Advisor”) to try to auction any Trust Student Loans remaining in the Trust on the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly next Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall Date. An auction will be offered for sale by the Indenture Trustee unless consummated only if the Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution DateEstate. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee, the Indenture Trustee and the Indenture Trustee Administrator of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of Third-Party Financial Advisor accepting a bid to purchase such Trust Student Loans; provided, however, . Only Persons that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to are not Affiliates of the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of may purchase the Trust Student Loans as of on the Trust Auction Date. If in connection with any auction of the Trust Student Loans at least two bids are received, the Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall accept the highest of such remaining bids if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction DateFees. If at least two bids are not received received, or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student LoansAmount, the Indenture Trustee Third-Party Financial Advisor shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Third-Party Financial Advisor, on behalf of the Indenture Trustee mayAdministrator, but shall not be under any obligation to, continue to solicit and re-solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date, until the Third-Party Financial Advisor has received at least one bid that is equal to or in excess of the Minimum Purchase Amount. The Indenture Administrator and the Third-Party Financial Advisor shall be entitled to the reimbursement of all of their and their respective agents’ fees, expenses and costs whether or not such auction sale is consummated from amounts held on deposit in the Collection Account.

Auction of Trust Student Loans. On the date (the “"Trust Auction Date”") that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee Administrator unless the Servicer has exercised its option to purchase the Trust Estate as described in [Section 6.1(a) )] of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Owner Trustee and the Indenture Trustee Administrator of its exercise thereof in writing prior to the Indenture Trustee’s Administrator's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee Administrator fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee Administrator shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee Administrator shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, SLC to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee Administrator shall 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 Administrator shall accept the highest of such remaining bids if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee Administrator shall not consummate such sale. The Indenture Trustee Administrator may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b). If the sale is not consummated in accordance with the foregoing, the Indenture Trustee Administrator may, but shall not be under any obligation to, solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Finance Corporation and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 2.06 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLMA and SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, ECFC to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly January 2009 Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding SLMA and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “First Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Payment Date immediately following the end of the first Collection Period when after the Collection Period during which the Pool Balance (as reported to the Indenture Trustee by the Administrator) is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust Issuer shall be offered for sale by the Indenture Trustee unless only if the Master Servicer has not, by such date, exercised its option to purchase the remaining Trust Estate Student Loans as described in Section 6.1(a) 6.1 of the Administration Agreement with respect to such Quarterly Distribution Payment Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Master Servicer of any such offer for sale at least five Business Days in advance of the applicable Trust Auction Date. The Indenture Trustee shall permit the Depositor or and any of its Affiliates, including SLM ECFCthe Seller, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to shall not offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and purchase such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction DateLoans. If at least two bids are received, the Indenture Trustee shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The If there is one remaining bid, the Indenture Trustee shall accept the highest of such remaining bids it if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed Amount. If all of the remaining bidders decline to the Servicer for any Carryover Servicing Fees of which the Servicer has advised resubmit bids, the Indenture Trustee shall accept the highest previous bid if it is equal to or in writing) and (ii) the fair market value of such Trust Student Loans as excess of the end of the Collection Period immediately preceding the Trust Auction DateMinimum Purchase Amount. If at least less than two bids are not received or the highest bid after the resolicitation re-solicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student LoansAmount, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) 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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates on the Business Day which is six months after the First Trust Auction Date (the “Second Trust Auction Date”) upon terms similar to those described above, including the Master Servicer’s waiver of failure to exercise its option to purchase the remaining Trust Estate Student Loans in accordance with Section 6.1(a) 6.1 of the Administration Agreement Agreement; and if the sale is not completed on the Second Trust Auction Date, the Indenture Trustee shall solicit bids for sale of the Trust Student Loans on the Business Day which is six months after the Second Trust Auction Date (the “Third Trust Auction Date”) upon terms similar to those described above, including the Master Servicer’s failure to exercise its option to purchase the remaining Trust Student Loans in accordance with respect to each such future Quarterly Distribution Section 6.1 of the Administration Agreement. If the sale is not completed on the Third Trust Auction Date, the Indenture Trustee shall not solicit further bids for sale of the Trust Student Loans.

Auction of Trust Student Loans. On the date (the “"Trust Auction Date”") that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans plus accrued interest to be capitalized as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its AffiliatesAffiliates including SLMA, including SLM ECFC, Bluemont VG Funding, Town Center Funding, Town Hall Funding SLM ELC and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans plus accrued interest to be capitalized as of their respective Subsequent Cutoff Dates, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter or Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On If the Servicer has not exercised its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement on the first Distribution Date after the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the Indenture Administrator will engage a third-party financial advisor, which may be an Affiliate of the Servicer, the Underwriters of the Notes or the Administrator (the “Third-Party Financial Advisor”) to try to auction any Trust Student Loans remaining in the Trust shall on the date that is three Business Days prior to the next Distribution Date (the “Trust Auction Date”). An auction will be offered for sale by the Indenture Trustee unless consummated only if the Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution DateEstate. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee, the Indenture Trustee and the Indenture Trustee Administrator of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of Third-Party Financial Advisor accepting a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to . The Servicer and Affiliates of the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of may purchase the Trust Student Loans as of on the Trust Auction Date. If in connection with any auction of the Trust Student Loans at least two bids are received, the Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall accept the highest of such remaining bids if it is equal to or in excess of both the higher of (iA) the Minimum Purchase Amount plus (plus any amounts owed to the Servicer for i) any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as all of the end of fees, expenses and costs incurred by the Collection Period immediately preceding Indenture Administrator, the Trust Auction DateThird-Party Financial Advisor and their respective agents in connection with any such auction or (B) the Maximum Purchase Amount. If at least two bids are not received received, or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loanssuch minimum amount, the Indenture Trustee Third-Party Financial Advisor shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Third-Party Financial Advisor, on behalf of the Indenture Trustee mayAdministrator, but shall not be under any obligation to, continue to solicit and re-solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date, until the Third-Party Financial Advisor has received at least one bid that is equal to or in excess of the minimum amount described above. The Indenture Administrator and the Third-Party Financial Advisor shall be entitled to the reimbursement of all of their and their respective agents’ fees, expenses and costs whether or not such auction sale is consummated from amounts held on deposit in the Collection Account.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Master Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Master Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student LoansLoans in response to the Indenture Trustee’s offer; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Master Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Master Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or and any of its Affiliates, including SLM ECFCWEF, Bluemont Funding, Town Center Funding, Town Hall Funding Wachovia Bank and the Master Servicer, and unrelated third-parties, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) 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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Master Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On If the Servicer has not exercised its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement on the first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, the Indenture Administrator will engage a third-party financial advisor, which may be an Affiliate of the Servicer, an Underwriter of the Notes or the Administrator (the “Third-Party Financial Advisor”) to try to auction any Trust Student Loans remaining in the Trust on the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly next Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall Date. An auction will be offered for sale by the Indenture Trustee unless consummated only if the Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution DateEstate. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Indenture Trustee and the Indenture Trustee Administrator of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of Third-Party Financial Advisor accepting a bid to purchase such Trust Student Loans; provided, however, . Only Persons that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to are not Affiliates of the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of may purchase the Trust Student Loans as of on the Trust Auction Date. If in connection with any auction of the Trust Student Loans at least two bids are received, the Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Third-Party Financial Advisor, on behalf of the Indenture Trustee Administrator, shall accept the highest of such remaining bids if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction DateFees. If at least two bids are not received received, or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student LoansAmount, the Indenture Trustee Third-Party Financial Advisor shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) of this Indenture. If the sale is not consummated in accordance with the foregoing, the Third-Party Financial Advisor, on behalf of the Indenture Trustee mayAdministrator, but shall not be under any obligation to, continue to solicit and re-solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date, until the Third-Party Financial Advisor has received at least one bid that is equal to or in excess of the Minimum Purchase Amount. The Indenture Administrator and the Third-Party Financial Advisor shall be entitled to the reimbursement of all of their and their respective agents’ fees, expenses and costs whether or not such auction sale is consummated from amounts held on deposit in the Collection Account.

Auction of Trust Student Loans. On the date (the “"Trust Auction Date”") that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, ECFC to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1 of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.01(a) of the Administration Agreement with respect to such Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Finance Corporation and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 2.06 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Initial Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Master Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Master Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student LoansLoans in response to the Indenture Trustee’s offer; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Master Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Master Servicer of any such offer for sale at least five 5 Business Days in advance of the applicable Trust Auction Date. The Indenture Trustee shall permit the Depositor or and any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding WEF and the Servicer, to Wachovia Bank shall not offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and purchase such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction DateLoans. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student LoansAmount, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) 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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates on the Business Day which is six months after the Initial Trust Auction Date (the “Second Trust Auction Date”) upon terms similar to those described above, including the Master Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement Agreement; and if the sale is not completed in the second auction, the Indenture Trustee will solicit bids for sale of the Trust Student Loans on the Business Day which is six months after the Second Trust Auction Date (the “Third Trust Auction Date”) upon terms similar to those described above, including the Master Servicer’s waiver of its option to purchase the Trust Estate in accordance with respect to each such future Quarterly Distribution DateSection 6.1(a) of the Administration Agreement. If the sale is not completed in the third auction, the Indenture Trustee shall not solicit further bids for sale of the Trust Student Loans.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Finance Corporation and the ServicerDepositor, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 2.06 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, SLMA to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student ------------------------------ Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the ?Trust Student Loans remaining in the Trust Auction Date?) shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s Trustee?s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller?s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter and underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly September 2008 Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly April 2014 Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its AffiliatesAffiliates including SLMA, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding ELC and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter or Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer Depositor has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Depositor will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Depositor in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Depositor of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the ServicerDepositor’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly January 2009 Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to any of the Servicer Currency Swap Counterparties for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to any of the Servicer Currency Swap Counterparties for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its AffiliatesAffiliates including SLMA, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding ELC and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter or Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly [·] Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding SLMA and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “"Trust Auction Date”") that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or and any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding ECFC and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly [·] Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, ECFC to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, ECFC to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter or Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to any of the Servicer Swap Counterparties for Swap Payments and Swap Termination Payments and amounts owing to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to any of the Servicer Swap Counterparties for Swap Payments and Swap Termination Payments and amounts owing to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans ------------------------------ remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Seller has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Seller will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Seller of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Seller or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the DepositorSeller, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.. ARTICLE V

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale ale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, ECFC to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “"Trust Auction Date”") that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 105% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans plus accrued interest to be capitalized as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 105% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans plus accrued interest to be capitalized as of their respective Subsequent Cutoff Dates, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer any Swap Counterparty for Swap Payments and Swap Termination Payments and amounts to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer any Swap Counterparty for Swap Payments and Swap Termination Payments and amounts to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter or Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer any Swap Counterparty for Swap Payments and Swap Termination Payments and amounts to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer any Swap Counterparty for Swap Payments and Swap Termination Payments and amounts to any Remarketing Agent for any unpaid remarketing fees and expenses, and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer, or such other Person to whom the Servicer has transferred its optional purchase right, has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer, or such other Person to whom the Servicer has transferred its optional purchase right hereunder, will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFCXxxxx Fargo Bank, Bluemont Funding, Town Center Funding, Town Hall Funding N.A. and the Servicer, or such other Person to whom the Servicer has transferred its optional purchase right hereunder, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the waiver by the Servicer’s waiver , or such other Person to whom the Servicer has transferred its optional purchase right hereunder, of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Management Corporation and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Depositor's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of Collection Period for the Quarterly September 2013 Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter Initial Purchaser of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “First Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Payment Date immediately following the end of the first Collection Period when after the Collection Period during which the Pool Balance (as reported to the Indenture Trustee by the Administrator) is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust Issuer shall be offered for sale by the Indenture Trustee unless only if the Master Servicer has not, by such date, exercised its option to purchase the remaining Trust Estate Student Loans as described in Section 6.1(a) 6.1 of the Administration Agreement with respect to such Quarterly Distribution Payment Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Master Servicer of any such offer for sale at least five Business Days in advance of the applicable Trust Auction Date. The Indenture Trustee shall permit the Depositor or and any of its Affiliates, including SLM ECFCthe Sellers, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, to shall not offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and purchase such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction DateLoans. If at least two bids are received, the Indenture Trustee shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The If there is one remaining bid, the Indenture Trustee shall accept the highest of such remaining bids it if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed Amount. If all of the remaining bidders decline to the Servicer for any Carryover Servicing Fees of which the Servicer has advised resubmit bids, the Indenture Trustee shall accept the highest previous bid if it is equal to or in writing) and (ii) the fair market value of such Trust Student Loans as excess of the end of the Collection Period immediately preceding the Trust Auction DateMinimum Purchase Amount. If at least less than two bids are not received or the highest bid after the resolicitation re-solicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student LoansAmount, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b)) 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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates on the Business Day which is six months after the First Trust Auction Date (the “Second Trust Auction Date”) upon terms similar to those described above, including the Master Servicer’s waiver of failure to exercise its option to purchase the remaining Trust Estate Student Loans in accordance with Section 6.1(a) 6.1 of the Administration Agreement Agreement; and if the sale is not completed on the Second Trust Auction Date, the Indenture Trustee shall solicit bids for sale of the Trust Student Loans on the Business Day which is six months after the Second Trust Auction Date (the “Third Trust Auction Date”) upon terms similar to those described above, including the Master Servicer’s failure to exercise its option to purchase the remaining Trust Student Loans in accordance with respect to each such future Quarterly Distribution Section 6.1 of the Administration Agreement. If the sale is not completed on the Third Trust Auction Date, the Indenture Trustee shall not solicit further bids for sale of the Trust Student Loans.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the “Trust Student Loans remaining in the Trust Auction Date”) shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Finance Corporation and the ServicerDepositor, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall may, and at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of all of the Notes shall, be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFCNavient CFC, Bluemont [Blue Ridge Funding, Town Center VL Funding, Town Hall Funding ] and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If the auction is conducted and at least two bids are received, the Indenture Trustee shall 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 bid if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction (and at the sole cost and expense) of the DepositorAdministrator, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b). If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, but shall not be under any obligation toand at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of the Notes shall, solicit bids for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following as of the end of the first Collection Period when immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three business days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer Depositor has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer Depositor will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer Depositor in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer Depositor of any such offer for sale at least five Business Days 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding and the Servicer, Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s Depositor's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when during which the Pool Balance is equal falls to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Education Credit Finance Corporation and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any as Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction (and at the sole cost and expense) of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 2.06 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.04(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. On Any Trust Student Loans remaining in the date Trust as of the end of the Collection Period immediately preceding the later of (a) the “Trust Auction Date”) that is three Business Days prior to end of the Quarterly Collection Period for the June 2010 Distribution Date immediately following or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial initial Pool Balance, any Balance three Business Days prior to such Distribution Date (the "Trust Student Loans remaining in the Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) 6.1A of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s 's acceptance of a bid to purchase such Trust Student Loans; providedPROVIDED, howeverHOWEVER, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five 5 Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor Servicer or any of its Affiliates, Affiliates including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding Xxxxxx Xxx and the Servicer, Servicer to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, Balance and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b5.4 (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 for sale of the Trust Student Loans with respect to future Quarterly quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s 's waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) 6.1A of the Administration Agreement with respect to each such future Quarterly quarterly Distribution Date.

Auction of Trust Student Loans. On the date (the “Trust Auction Date”) that is three Business Days prior to the Quarterly Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the Trust shall be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Depositor or any of its Affiliates, including SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall VG Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the sum of (i) the Initial Pool BalanceBalance and (ii) the aggregate initial principal balance of all Additional Trust Student Loans acquired using funds on deposit in the Pre-Funding Account, including accrued interest to be capitalized, as of their respective Subsequent Cutoff Dates, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date. If at least two bids are received, the Indenture Trustee shall 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 both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction 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 (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writingFees) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale. The Indenture Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered. The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(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 for sale of the Trust Student Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.