Common use of Treatment as a Security Agreement Clause in Contracts

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loans, [______________]) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Loans pursuant to a related Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [___________] right, title and interest in, to and under the Initial Financed Student Loans and any Prefunded Loans, New Loans or Serial Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment from the Seller or [________]. Each of the Seller and [________] waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement and the other Basic Documents.

Treatment as a Security Agreement. The parties intend that the conveyance of the SellerTransferor's (and, with respect to legal title to the loans, [______________]) right, title and interest in and to the beneficial interest in the Initial Financed Student Loans that are FFELP Student Loans and the legal and beneficial interest in the Initial Student Loans that are Private Student Loans pursuant to this Agreement {and any Prefunded Loans, New Loans and Serial Loans pursuant to a related Subsequent Transfer Agreement Agreement} shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]) Transferor shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the SellerTransferor's and [___________] right, title and interest in, to and under the Initial Financed Student Loans {and any Prefunded Loans, New Loans or Serial Loans Loans} and the other items specified in Sections 2.01 2.1 {and 2.02, 2.2,} and that this Agreement (with respect to the Initial Financed Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) )} shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 2.1 {and 2.02 hereof 2.2 hereof} pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment from the Seller or [________]Transferor. Each of the Seller and [________] The Transferor waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, {each Transfer Agreement,} the Trust Agreement and the other Basic DocumentsIndenture.

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loans, [______________]NBD's) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Loans pursuant to a related Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]NBD) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [___________] NBD's right, title and interest in, to and under the Initial Financed Student Loans and any Prefunded Loans, New Loans or Serial Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment acknowledgement from the Seller or [________]NBD. Each of the Seller and [________] NBD waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement and the other Basic Documents.

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loans, [______________]) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Additional Student Loans pursuant to a related Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [___________] right, title and interest in, to and under the Initial Financed Student Loans and any Prefunded Loans, New Loans or Serial Additional Student Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Additional Student Loans conveyed thereby) shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment acknowledgement from the Seller. The Seller or [________]. Each of the Seller and [________] waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement, the Trust Agreement and the other Basic DocumentsIndenture.

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loans, [_______________]) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Loans pursuant to a related Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [_______________] right, title and interest in, to and under the Initial Financed Student Loans and any Prefunded Loans, New Loans or Serial Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment from the Seller or [_______________]. Each of the Seller and [_______________] waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement and the other Basic Documents.

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loans, [______________]FNBC's) right, title and interest in and to the Initial Financed Student Trust Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Loans pursuant to a related the applicable Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to the loans, [_______________]FNBC) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [___________] FNBC's right, title and interest in, to and under the Initial Financed Student Trust Loans and any Prefunded Loans, New Loans or Serial Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) Trust Loans and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) transferred thereby shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment acknowledgement from the Seller or [________]FNBC. Each of the Seller and [________] FNBC waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement and the other Basic Documents.

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loansFFELP Student Loans, [______________]the EFG Trustee's) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement {and any Prefunded Loans, New Loans and Serial Loans pursuant to a related EFG Subsequent Transfer Agreement Agreement} shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loansthe FFELP Student Loans, [_______________]EFG Trustee) shall be deemed to have granted, and in such event do hereby grant to the IssuerPurchaser, a first priority security interest in all of the Seller's and [___________] EFG Trustee's right, title and interest in, to and under the Initial Financed Student Loans {and any Prefunded Loans, New Loans or Serial Loans Loans} and the other items specified in Sections 2.01 2.1 {and 2.02, 2.2,} and that this Agreement (with respect to the Initial Financed Student Loans) {and any applicable EFG Subsequent Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) )} shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Purchaser shall assign such security interest to the Issuer, and the Issuer may, (and the Eligible Lender Trustee with respect to FFELP Student Loans) shall in order to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 2.1 {and 2.02 hereof 2.2 hereof} pledged to the Issuer Purchaser and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer Purchaser (and the Eligible Lender Trustee with respect to FFELP Student Loans) with or without a repledge by the Issuer Purchaser of its rights under this Agreement, and without further notice to or acknowledgment from the Seller or [________]EFG Trustee. Each of the Seller and [________] the EFG Trustee waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Purchaser, the Issuer or (and the Eligible Lender Trustee with respect to FFELP Student Loans), as well as any assignee of the Purchaser, the Issuer or the Eligible Lender Trustee relating to such action by the Purchaser or the Issuer in connection with the transactions contemplated by this Agreement, {each EFG Subsequent Transfer Agreement,} the Transfer Agreement, the Trust Agreement and the other Basic DocumentsIndenture.

Treatment as a Security Agreement. The parties intend --------------------------------- that the conveyance of the Seller's (and, with respect to legal title to the loans, [______________]) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Additional Student Loans pursuant to a related Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [___________] right, title and interest in, to and under the Initial Financed Student Loans and any Prefunded Loans, New Loans or Serial Additional Student Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Additional Student Loans conveyed thereby) shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment acknowledgement from the Seller. The Seller or [________]. Each of the Seller and [________] waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-set- off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement, the Trust Agreement and the other Basic DocumentsIndenture.

Treatment as a Security Agreement. The parties intend that the conveyance of the Seller's (and, with respect to legal title to the loans, [______________]NBD's) right, title and interest in and to the Initial Financed Student Loans pursuant to this Agreement and any Prefunded Loans, New Loans and Serial Loans pursuant to a related Transfer Agreement shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Seller (and, with respect to legal title to loans, [_______________]NBD) shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Seller's and [___________] NBD's right, title and interest in, to and under the Initial Financed Student Loans and any Prefunded Loans, New Loans or Serial Loans and the other items specified in Sections 2.01 and 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) and any applicable Transfer Agreement (with respect to the Prefunded Loans, New Loans or Serial Loans conveyed thereby) shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.01 and 2.02 hereof pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment acknowledgement from the Seller or [________]NBD. Each of the Seller and [________] NBD waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, each Transfer Agreement, the Trust Agreement and the other Basic DocumentsIndenture.