Common use of Bids/First Refusal Rights Clause in Contracts

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c) of this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI and XXXX of any proposed solicitation of bids or offers to purchase the pool of Access Loans offered for sale as part of Two Pool Sale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's, TERI's or LAI's bid and if PHEAA's, TERI's or LAI's bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXX, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the Seller, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder)) and subject to Section 10.06(b) below, in connection with any contemplated sale by the Indenture Trustee under the Indenture of any Financed Student Loans pursuant to Section 9.02(c) of this Agreementthat are Access Loans, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI AGI and XXXX of any proposed solicitation of bids or offers to purchase the pool of such Access Loans offered for sale as part of Two Pool Salesale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI AGI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's’s, TERI's ’s or LAI's AGI’s bid and if PHEAA's’s, TERI's ’s or LAI's AGI’s bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount amount required pursuant to Section 5.04 of the Indenture, then the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXXAGI, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerKBNA, the Administrator or the Master Servicer (or a Sub-Servicer Subservicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, KBNA acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, KBNA under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder)) and subject to Section 10.06(b) below, in connection with any contemplated sale by the Indenture Trustee under the Indenture of any Financed Student Loans pursuant to Section 9.02(c) of this Agreementthat are Access Loans, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI AGI and XXXX of any proposed solicitation of bids or offers to purchase the pool of such Access Loans offered for sale as part of Two Pool Salesale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI AGI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's’s, TERI's ’s or LAI's AGI’s bid and if PHEAA's’s, TERI's ’s or LAI's AGI’s bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount amount required pursuant to Section 5.04 of the Indenture, then the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXXAGI, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerKBNA, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, KBNA acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, KBNA under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c9.01(c) of this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI and XXXX TERI of any proposed solicitation of bids or offers to purchase the pool thx xxol of Access Loans offered for sale as part of Two Pool Sale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX TERI and LAI shall be given an opportunity to submit a bid or offer to offex xx purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's, TERI's or LAI's bid and if PHEAA's, TERI's or LAI's bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX TERI or XXXLAI, as the case may be, submitted the highest bid. If no combination xxxxinatxxx of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerPut Option Provider pursuant to the exercise of the Group I or Group II Put Option, or to KBUSA, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National AssociationKBUSA, acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National AssociationKBUSA, under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in In connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c) that are also Access Loans by the Eligible Lender Trustee on behalf of this Agreement, the Trust or by the Indenture Trustee, on behalf of such selling party (being the TrustEligible Lender Trustee or Indenture Trustee, as applicable) (the "Selling Party") shall notify PHEAA, ASA, LAI and XXXX each other entity required to be notified of any proposed solicitation of bids or offers to purchase the pool of Access such Financed Student Loans offered for sale as part of Two Pool Salesale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trusteesuch Selling Party. Each of PHEAA, XXXX LAI and LAI each other entity required to be notified shall be given an opportunity to submit a bid or offer to purchase all such Access Financed Student Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's, TERI's or LAIsuch entity's bid and if PHEAA's, TERIsuch entity's or LAI's bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, such Selling Party shall convey such pool of Access the Financed Student Loans offered for sale to whichever of PHEAA, XXXX or XXX, as the case may be, such entity submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, Selling Party shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the Seller, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) Seller as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, The Seller acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, the Seller under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant PHEAA hereby waives, with respect to the Seller, the Trust, the Eligible Lender Trustee, the Indenture Trustee or any other holder of the Access Loans included in the Trust Student Loan Portfolio or any portion thereof, (i) any requirement that all loans of a single borrower be sold to the same purchaser if any of such borrower's loans are to be sold and (ii) any and all rights PHEAA has or may have with respect to any sale or other transfer of the Access Loans included in the Trust Student Loan Portfolio or any portion thereof, including, without limitation, any right to bid upon, right of first refusal or right to receive prior notice of bids or sale with respect to the Access Loans included in the Trust Student Loan Portfolio and specifically waive any and all rights it has or may have under Section 12.3 of each of the 1996-1998 Coordination Agreement, the 1993-1995 Coordination Agreement, the 1992 Coordination Agreement, the 1991 Coordination Agreement (and only the 1990 Coordination Agreement. The foregoing shall not be deemed to the extent required thereunder)be a waiver of any requirements set forth, or any rights granted PHEAA or LAI, in this Agreement. (i) In connection with any contemplated sale of all or any Financed part of the Access Loans included in the Trust Student Loans pursuant to Section 9.02(c) Loan Portfolio by the Eligible Lender Trustee on behalf of this Agreement, the Trust or by the Indenture Trustee, on behalf of the Trustseller (being the Eligible Lender Trustee or Indenture Trustee, as applicable) shall notify PHEAA, ASAEFS, LAI LAI, ASA and XXXX of TERI xx any proposed solicitation of bids or offers to purchase the pool of Access Loans included in the Trust Student Loan Portfolio or the portion thereof offered for sale as part of Two Pool Salesale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trusteesuch seller. Each of PHEAA, XXXX and TERI xxx LAI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale the Trust Student Loan Portfolio within such thirty (30) day period and if no other bid exceeds PHEAA's, TERI's or LAI's bid and if PHEAA's, TERI's or LAI's bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount Amount, as such term is used in the Indenture TrusteeSale and Servicing Agreement, on behalf of the Trust, such seller shall convey such pool of Access Loans the Trust Student Loan Portfolio (or portion thereof offered for sale sale) to whichever of PHEAA, XXXX or XXXTERI xx LAI, as xx the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed the Trust Student LoansLoan Portfolio. The Indenture Trustee, on behalf of the Trust, seller shall require any purchaser or transferee who acquires Financed the Trust Student Loans that are Access Loans Loan Portfolio, or any portion thereof, to acquire all Financed Student Loans loans of a borrower owned by included in the Trust Student Loan Portfolio and not in default, except that, with regard thereto, that the Indenture Trustee, on behalf of the Trust, seller may sell or transfer to a purchaser or transferee all Financed Federal Loans federally guaranteed loans of a borrower (i.e., loans guaranteed by PHEAA, NSLP, ECMC, or ASA) and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans privately guaranteed loans of the same borrowerborrower (i.e., loans guaranteed by HICA or TERI). (bii) The provisions of this Section 10.06 subsection 8(b) shall not apply to any sale or other transfer of the Trust Student Loan Portfolio, or any Financed Student Loans loan therein, to the SellerKey Bank USA, the Administrator or the Master a Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this the Sale and Servicing Agreement or any Guarantor (as defined in the Sale and Servicing Agreement) in connection with the enforcement of any applicable Guarantee Agreement (as defined in the Sale and Servicing Agreement). Key Bank USA, National Association, USA acknowledges that if any Financed Access Loan in the Trust Student Loan that is an Access Loan Portfolio is reacquired by it, such Financed Student Loan loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, USA under the applicable Coordination Agreement. (c) PHEAA acknowledges and agrees that this Agreement is intended to, and does, fulfill or waive the obligations of Key Bank USA under the provisions the Coordination Agreement requiring Key Bank USA to obtain an agreement from subsequent transferees or secured parties to comply with certain provisions of such Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c) of this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI and XXXX of any proposed solicitation of bids or offers to purchase the pool of Access Loans offered for sale as part of Two Pool Sale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's’s, TERI's ’s or LAI's ’s bid and if PHEAA's’s, TERI's ’s or LAI's ’s bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXX, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the Seller, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c9.01(c) of this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI and XXXX of any proposed solicitation of bids or offers to purchase the pool of Access Loans offered for sale as part of a Two Pool Sale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's, TERI's or LAI's bid and if PHEAA's, TERI's or LAI's bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXX, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerPut Option Provider pursuant to the exercise of the Group I or Group II Put Option, or to KBUSA, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, KBUSA acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, KBUSA under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder)) and subject to Section 10.06(b) below, in connection with any contemplated sale by the Indenture Trustee under the Indenture of any Financed Student Loans pursuant to Section 9.02(c) of this Agreementthat are Access Loans, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI and XXXX of any proposed solicitation of bids or offers to purchase the pool of such Access Loans offered for sale as part of Two Pool Salesale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's’s, TERI's ’s or LAI's ’s bid and if PHEAA's’s, TERI's ’s or LAI's ’s bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount amount required pursuant to Section 5.04 of the Indenture, then the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXX, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerKBUSA, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, KBUSA acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, KBUSA under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c9.01(c) of this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify PHEAA, ASA, LAI and XXXX of any proposed solicitation of bids or offers to purchase the pool of Access Loans offered for sale as part of a Two Pool Sale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of PHEAA, XXXX and LAI shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds PHEAA's’s, TERI's ’s or LAI's ’s bid and if PHEAA's’s, TERI's ’s or LAI's ’s bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of PHEAA, XXXX or XXX, as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower. (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerPut Option Provider pursuant to the exercise of the Group I or Group II Put Option, or to KBUSA, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, KBUSA acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, KBUSA under the applicable Coordination Agreement.

Bids/First Refusal Rights. (a) [If required pursuant to a Coordination Agreement (and only to the extent required thereunder), in connection with any contemplated sale of any Financed Student Loans pursuant to Section 9.02(c9.01(c) of this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify [PHEAA, ASA, LAI and XXXX XXXX] of any proposed solicitation of bids or offers to purchase the pool of Access Loans offered for sale as part of a Two Pool Sale, such notice to be delivered not less than thirty (30) days prior to the date upon which bids or offers are to be received by the Indenture Trustee. Each of [PHEAA, XXXX and LAI LAI] shall be given an opportunity to submit a bid or offer to purchase all such Access Loans being offered for sale within such thirty (30) day period and if no other bid exceeds [PHEAA's, TERI's or LAI's bid and if PHEAA's, TERI's or LAI's 's] bid, in combination with the highest bid for the other pool of Financed Student Loans being sold, is equal to or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of the Trust, shall convey such pool of Access Loans offered for sale to whichever of [PHEAA, XXXX or XXX], as the case may be, submitted the highest bid. If no combination of bids that are received pursuant to any solicitation process in connection with a Two Pool Sale are equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will not consummate a sale of such Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall require any purchaser or transferee who acquires Financed Student Loans that are Access Loans to acquire all Financed Student Loans of a borrower owned by the Trust and not in default, except that, with regard thereto, the Indenture Trustee, on behalf of the Trust, may sell or transfer to a purchaser or transferee all Financed Federal Loans of a borrower and sell or transfer to a different purchaser or transferee all Financed Guaranteed Private Loans of the same borrower.] (b) The provisions of this Section 10.06 shall not apply to any sale or other transfer of any Financed Student Loans to the SellerPut Option Provider pursuant to the exercise of the Group I or Group II Put Option, or to KBUSA, the Administrator or the Master Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted under this Agreement or any Guarantor in connection with the enforcement of any applicable Guarantee Agreement. Key Bank USA, National Association, [KBUSA acknowledges that if any Financed Student Loan that is an Access Loan is reacquired by it, such Financed Student Loan shall from the time of such reacquisition become subject to the restrictions and requirements on sale or transfer of loans by Key Bank USA, National Association, KBUSA under the applicable Coordination Agreement.]