Common use of Auction of Trust Student Loans Clause in Contracts

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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. 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Quarterly Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates 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 SellerDepositor, 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 Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 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 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 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 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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) 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans ------------------------------ remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in 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 end of Administration Agreement on the Collection Period immediately preceding the earliest first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior 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 such Distribution Date try to auction any Trust Student Loans remaining in the Trust on the date (the "Trust Auction Date") shall that is three Business Days prior to the next Distribution Date. An auction will be offered for sale by consummated only if the Indenture Trustee unless the Seller Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution DateEstate. The Seller 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 are not Affiliates of the Indenture Trustee fails to provide notice to Servicer may purchase the Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of Trust Student Loans on the Trust Auction Date. The Indenture Trustee shall permit the Seller or If in connection with any of its Affiliates to offer bids only if the Pool Balance as auction of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance. If 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 Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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)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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future 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. Any Trust Student ------------------------------ Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans ------------------------------ remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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. 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Quarterly Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Quarterly Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates Affiliates, including SLM Education Credit Management Corporation and the Depositor, 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Quarterly Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Quarterly Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Servicer Distribution Date. The Seller 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; providedPROVIDED, howeverHOWEVER, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Quarterly Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates Affiliates, including SLM Education Credit Finance Corporation and the Depositor, 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 2.06 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in 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 end of Administration Agreement on the Collection Period immediately preceding the earliest first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date 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"”) shall that is three Business Days prior to the next Distribution Date. An auction will be offered for sale by consummated only if the Indenture Trustee unless the Seller Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution DateEstate. The Seller 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 are not Affiliates of the Indenture Trustee fails to provide notice to Servicer may purchase the Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of Trust Student Loans on the Trust Auction Date. The Indenture Trustee shall permit the Seller or If in connection with any of its Affiliates to offer bids only if the Pool Balance as auction of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance. If 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 Minimum Purchase Amount and the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction Dateplus any Carryover Servicing Fees. 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 the Minimum Purchase Amount and 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 Seller, 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)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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future 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. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") 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 Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates 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 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 SellerAdministrator, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or Depositor and any of its Affiliates Affiliates, including SLM 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the "Trust Student Loans remaining in Auction Date") that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee Administrator unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in [Section 6.1A 6.1(a)] of the Administration Agreement with respect to such Distribution Date. The Seller 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 TrusteeAdministrator'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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee Administrator shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee Administrator shall permit the Seller Servicer or any of its Affiliates including 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (b5.4(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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Servicer Distribution Date. The Seller 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; providedPROVIDED, howeverHOWEVER, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student ------------------------------ Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "?Trust Auction Date"?) shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's Seller?s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans ------------------------------ remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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. 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.. ARTICLE V

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the SellerDepositor's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the [·] Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLM 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days Business Days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates Affiliates, including SLM Education Credit Finance Corporation and the Depositor, 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 2.06 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its 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. 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, shall consult, with a financial advisor, including an 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 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale ale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLM 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial sum of (i) the Initial Pool Balance three business days prior 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 such Distribution Date (be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial sum of (i) the Initial Pool Balance three business days prior 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 such Distribution Date (be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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) 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Quarterly Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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) 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the September 2013 Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller 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 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 ’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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including Xxxxx Fargo Bank, 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 BalanceBalance 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) 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's waiver by the Servicer, 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 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the [·] Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLMA 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any 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 during which the Pool Balance falls to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 2.06 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest later of (a) the end of the Collection Period for the June 2010 Distribution Date on which or (b) the end of the first Collection Period when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The Seller 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; providedPROVIDED, howeverHOWEVER, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future quarterly Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") 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 Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 ’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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including Navient CFC, [Blue Ridge 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 SellerAdministrator, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Initial Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Master Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 ’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 Seller Master Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Master Servicer of any such offer for sale at least 5 business days Business Days in advance of the applicable Trust Auction Date. The Indenture Trustee shall permit the Seller or Depositor and any of its Affiliates to Affiliates, including WEF and Wachovia Bank shall not offer bids only if the Pool Balance as of the applicable to purchase such Trust Auction Date is equal to 10% or less of the Initial Pool BalanceStudent Loans. 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 Seller, 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)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 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 Seller's Master Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 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 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. Any Trust Student Loans remaining in the Trust as of the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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 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) 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 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in 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 end of Administration Agreement on the Collection Period immediately preceding the earliest first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date 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"”) shall that is three Business Days prior to the next Distribution Date. An auction will be offered for sale by consummated only if the Indenture Trustee unless the Seller Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution DateEstate. The Seller 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 are not Affiliates of the Indenture Trustee fails to provide notice to Servicer may purchase the Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of Trust Student Loans on the Trust Auction Date. The Indenture Trustee shall permit the Seller or If in connection with any of its Affiliates to offer bids only if the Pool Balance as auction of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance. If 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 Minimum Purchase Amount and the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction Dateplus any Carryover Servicing Fees. 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 the Minimum Purchase Amount and 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 Seller, 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)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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future 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. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Master Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 ’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 Seller Master Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Master Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or Depositor and any of its Affiliates Affiliates, including WEF, 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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)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 Distribution Dates upon terms similar to those described above, including the Seller's Master Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such 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 Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 2.06 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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 Currency Swap Counterparties for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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 Currency Swap Counterparties for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLMA, SLM ELC 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, shall consult, with a financial advisor, including an underwriter 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the September 2008 Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the April 2014 Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLMA, SLM ELC 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, shall consult, with a financial advisor, including an underwriter 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days Business Days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.01(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.44.04. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates Affiliates, including SLM Education Credit Finance Corporation and the Depositor, 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.01(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Depositor has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Depositor in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Depositor of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the Seller's Depositor’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the January 2009 Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLMA 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the "Trust Student Loans remaining in Auction Date") that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial sum of (i) the Initial Pool Balance three business days prior and (ii) the aggregate initial principal balance of all Additional Trust Student Loans plus accrued interest to such Distribution Date (be capitalized as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLMA, VG Funding, SLM ELC 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 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, shall consult, with a financial advisor, including an underwriter 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLM 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, shall consult, with a financial advisor, including an underwriter 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “First Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Quarterly Payment Date immediately following the end of the first Collection Period immediately preceding after the earliest Distribution Date on Collection Period during which the Pool Balance is equal (as reported to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless by the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date Administrator) is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Issuer shall be offered for sale by the Indenture Trustee only if the Master Servicer has not, by such date, exercised its option to purchase the remaining Trust Student Loans as described in Section 6.1 of the Administration Agreement with respect to such Quarterly Payment Date. 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 Depositor and any of its Affiliates, including the Sellers, shall not offer bids to purchase such Trust Student Loans. 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 the Minimum Purchase Amount and the fair market value of such Trust Student Loans as Amount. If all of the end remaining bidders decline to resubmit bids, the Indenture Trustee shall accept the highest previous bid if it is equal to or in excess 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 the Minimum Purchase Amount and 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 Seller, 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)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 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 Seller's waiver of Master Servicer’s failure to exercise its option to purchase the remaining Trust Estate Student Loans in accordance with Section 6.1A 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 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. Any Trust Student Loans remaining in 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 end of Administration Agreement on the Collection Period immediately preceding the earliest first Distribution Date after the date on which the Pool Balance is equal to 10% or less of the initial Initial Pool Balance 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 on the date that is three business days Business Days prior to such the next Distribution Date (the "“Trust Auction Date") shall ”). An auction will be offered for sale by consummated only if the Indenture Trustee unless the Seller Servicer has exercised waived its option to purchase or arrange for the purchase of the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution DateEstate. The Seller 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to Servicer and Affiliates of the Seller of any such offer for sale at least 5 business days in advance of Servicer may purchase the Trust Student Loans on the Trust Auction Date. The Indenture Trustee shall permit the Seller or If in connection with any of its Affiliates to offer bids only if the Pool Balance as auction of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance. If 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 (A) the Minimum Purchase Amount plus (i) any Carryover Servicing Fees and the fair market value of such Trust Student Loans as (ii) 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 the Minimum Purchase Amount and 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 Seller, 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)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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future 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. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial sum of (i) the Initial Pool Balance three business days prior 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 such Distribution Date (be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Quarterly Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 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) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the "Trust Student Loans remaining in Auction Date") that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or Depositor and any of its Affiliates Affiliates, including SLM 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 BalanceBalance 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 the Minimum Purchase Amount (plus any amounts owed to the Servicer as Carryover Servicing Fees) and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the "Trust Student Loans remaining in Auction Date") that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLM 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including SLMA and SLM 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Depositor has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Depositor in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Depositor of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the SellerDepositor's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the later of (a) the end of Collection Period for the January 2009 Distribution Date or (b) the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "“Trust Auction Date"”) shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 (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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “First Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Quarterly Payment Date immediately following the end of the first Collection Period immediately preceding after the earliest Distribution Date on Collection Period during which the Pool Balance is equal (as reported to 10% or less of the initial Pool Balance three business days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless by the Seller has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The 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 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 Seller in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller of any such offer for sale at least 5 business days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller or any of its Affiliates to offer bids only if the Pool Balance as of the applicable Trust Auction Date Administrator) is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Issuer shall be offered for sale by the Indenture Trustee only if the Master Servicer has not, by such date, exercised its option to purchase the remaining Trust Student Loans as described in Section 6.1 of the Administration Agreement with respect to such Quarterly Payment Date. 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 Depositor and any of its Affiliates, including the Seller, shall not offer bids to purchase such Trust Student Loans. 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 the Minimum Purchase Amount and the fair market value of such Trust Student Loans as Amount. If all of the end remaining bidders decline to resubmit bids, the Indenture Trustee shall accept the highest previous bid if it is equal to or in excess 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 the Minimum Purchase Amount and 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 Seller, 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)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 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 Seller's waiver of Master Servicer’s failure to exercise its option to purchase the remaining Trust Estate Student Loans in accordance with Section 6.1A 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 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. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days five (5) Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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 Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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 Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial Initial Pool Balance three business days prior to such Distribution Date (Balance, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 BalanceBalance 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 Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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 Currency Swap Counterparty for Swap Payments and Swap Termination Payments and any Carryover Servicing Fees) 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any On the date (the “Trust Student Loans remaining in Auction Date”) that is three Business Days prior to the Trust as of Distribution Date immediately following the end of the first Collection Period immediately preceding the earliest Distribution Date on which when the Pool Balance is equal to 10% or less of the initial sum of (i) the Initial Pool Balance three business days prior 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 such Distribution Date (be capitalized, as of their respective Subsequent Cutoff Dates, any Trust Student Loans remaining in the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 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 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 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 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 SellerDepositor, 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 Distribution Dates upon terms similar to those described above, including the Seller's Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in On the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days prior to such Distribution Date date (the "Trust Auction Date") that is three Business Days prior to the Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 5% or less of the sum of (i) the Initial Pool Balance 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 Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A 6.1(a) of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Depositor or any of its Affiliates Affiliates, including SLM ECFC, 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 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 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 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 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 SellerDepositor, shall consult, with a financial advisor, including an underwriter 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 (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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

Auction of Trust Student Loans. Any Trust Student Loans remaining in the Trust as of the end of the Collection Period immediately preceding the earliest Distribution Date on which the Pool Balance is equal to 10% or less of the initial Pool Balance three business days Business Days prior to such Distribution Date (the "Trust Auction Date") shall be offered for sale by the Indenture Trustee unless the Seller Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1A of the Administration Agreement with respect to such Distribution Date. The Seller 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 Seller Servicer in accordance with this Section 4.4. The Indenture Trustee shall provide written notice to the Seller Servicer of any such offer for sale at least 5 business days Business Days in advance of the Trust Auction Date. The Indenture Trustee shall permit the Seller Servicer or any of its Affiliates including Xxxxxx Xxx 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 BalanceBalance 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 the Minimum Purchase Amount and 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 the Minimum Purchase Amount and 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 SellerDepositor, 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 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 Distribution Dates upon terms similar to those described above, including the SellerServicer's waiver of its option to purchase the Trust Estate in accordance with Section 6.1A 6.1 of the Administration Agreement with respect to each such future Distribution Date.