Common use of Treatment as a Security Agreement Clause in Contracts

Treatment as a Security Agreement. The parties intend that the conveyance of the Transferor's (right, title and interest in and to the beneficial interest in the Initial 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 New Loans and Serial Loans pursuant to a related Subsequent 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 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 Transferor's right, title and interest in, to and under the Initial Student Loans {and any New Loans or Serial Loans} and the other items specified in Sections 2.1 {and 2.2,} and that this Agreement (with respect to the Initial Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the 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 2.1 {and 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 Transferor. 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 Indenture.

Treatment as a Security Agreement. The parties intend that the conveyance of the TransferorSeller's (and, with respect to legal title to the loans, NBD's) right, title and interest in and to the beneficial interest in the Initial Student Loans that are FFELP Student Loans and the legal and beneficial interest in the Initial Student Loans that are Private Financed Student Loans pursuant to this Agreement {and any 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 Transferor 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 TransferorSeller's and NBD's right, title and interest in, to and under the Initial Financed Student Loans {and any New Loans or Serial Loans} Loans and the other items specified in Sections 2.1 {2.01 and 2.2,} 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the 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 2.1 {2.01 and 2.2 hereof} 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 TransferorSeller or NBD. The Transferor 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 Indentureother Basic Documents.

Treatment as a Security Agreement. The parties intend that the conveyance of the TransferorSeller's (right, title and interest in and to the beneficial interest in the Initial Student Loans that are FFELP Student Loans and the legal and beneficial interest in the Initial Student Loans that are Private Financed Student Loans pursuant to this Agreement {and any New Loans and Serial Additional Student 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 Transferor Seller 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 TransferorSeller's right, title and interest in, to and under the Initial Financed Student Loans {and any New Additional Student Loans or Serial Loans} and the other items specified in Sections 2.1 {2.01 and 2.2,} 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the 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 2.1 {2.01 and 2.2 hereof} 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 TransferorSeller. The Transferor Seller 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 Indenture.

Treatment as a Security Agreement. The parties intend --------------------------------- that the conveyance of the TransferorSeller's (right, title and interest in and to the beneficial interest in the Initial Student Loans that are FFELP Student Loans and the legal and beneficial interest in the Initial Student Loans that are Private Financed Student Loans pursuant to this Agreement {and any New Loans and Serial Additional Student 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 Transferor Seller 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 TransferorSeller's right, title and interest in, to and under the Initial Financed Student Loans {and any New Additional Student Loans or Serial Loans} and the other items specified in Sections 2.1 {2.01 and 2.2,} 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the 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 2.1 {2.01 and 2.2 hereof} 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 TransferorSeller. The Transferor Seller 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 Indenture.

Treatment as a Security Agreement. The parties intend that the conveyance of the TransferorSeller's (and, with respect to legal title to the loans, NBD's) right, title and interest in and to the beneficial interest in the Initial Student Loans that are FFELP Student Loans and the legal and beneficial interest in the Initial Student Loans that are Private Financed Student Loans pursuant to this Agreement {and any 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 Transferor 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 TransferorSeller's and NBD's right, title and interest in, to and under the Initial Financed Student Loans {and any New Loans or Serial Loans} Loans and the other items specified in Sections 2.1 {2.01 and 2.2,} 2.02, and that this Agreement (with respect to the Initial Financed Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the 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 2.1 {2.01 and 2.2 hereof} 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 TransferorSeller or NBD. The Transferor 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 Indenture.