Common use of GRANTING CLAUSE FIRST Clause in Contracts

GRANTING CLAUSE FIRST. All rights, title, interest and privileges of the Corporation (1) with respect to Financed Student Loans, in, to and under the Federal Reimbursement Contracts, any Servicing Agreement, the Student Loan Purchase Agreements (including, but not limited to, those agreements described in Exhibits H-1 and H-2 to the First Supplemental Indenture and in Exhibits H-1 and H-2 to the Second Supplemental Indenture), the Transfer Agreements, any Non-Delivery Fees and the Guarantee Agreements, (2) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets may be credited, including, without limitation, the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund and any Accounts or Subaccounts therein, in the manner and subject to the prior applications provided in Article Four hereof, and (3) in, to and under any Credit Enhancement Facility, any Demand Purchase Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any Depositary Agreement, any Remarketing Agreement, any Auction Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired; GRANTING CLAUSE SECOND All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth (i) for the equal and proportionate benefit, security and protection of all present and future Senior Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to lien or otherwise of any of the Senior Beneficiaries over any of the other, (ii) for the equal and proportionate benefit, security and protection of all present and future Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Subordinate Beneficiaries over any of the other, but on a basis subordinate to the Senior Beneficiaries on the terms described herein, and (iii) for the equal and proportionate benefit, security and protection of all present and future Holders of Class C Notes (as hereinafter defined), but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described herein; PROVIDED, HOWEVER, that if the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Funds as required under Article Four hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee, any Swap Counterparty and any Credit Facility Provider all sums of money due or to become due to them in accordance with the terms and provisions hereof, then (except as provided in Section 4.5 hereof or otherwise provided in a Supplemental Indenture) this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE FIRST. All rights, title, interest and privileges of the Corporation (1i) with respect to Financed Student Loans, in, to and under the Federal Reimbursement Contracts, any Servicing Agreement, the Student Loan Purchase Agreements (including, but not limited to, those agreements described in Exhibits H-1 C-1, C-2 and H-2 to the First Supplemental Indenture and in Exhibits H-1 and H-2 to the Second Supplemental IndentureC-3 hereto), the Transfer Agreements, any Non-Delivery Fees Agreements and the Guarantee Agreements, and (2ii) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtednessindebtedness , instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition FundAccount, Note Fund, Revenue Fund, the Collection Account and the Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus FundAccount, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets may be credited, including, without limitation, the Acquisition FundAccount, Note Fund, Revenue Fund, the Collection Account and the Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund and any Accounts or Subaccounts thereinAccount, in the manner and subject to the prior applications provided in Article Four Five hereof, and (3) in, to and under any Credit Enhancement Facility, any Demand Purchase Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any Depositary Agreement, any Remarketing Agreement, any Auction Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract contract, any payment intangible, any general intangible or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired; GRANTING CLAUSE SECOND All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth (i) for the equal and proportionate benefit, security and protection of all present and future Holders of Senior Beneficiaries (as hereinafter defined)Notes, without privilege, priority or distinction as to lien or otherwise of any of the Holders of Senior Beneficiaries Notes over any of the other, and (ii) for the equal and proportionate benefit, security and protection of all present and future Holders of Subordinate Beneficiaries (as hereinafter defined)Notes, without privilege, priority or distinction as to the lien or otherwise of any of the Holders of Subordinate Beneficiaries Notes over any of the other, but on a basis subordinate to the Senior Beneficiaries on the terms described herein, and (iii) for the equal and proportionate benefit, security and protection of all present and future Holders of Class C Senior Notes (as hereinafter defined), but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described herein; PROVIDED, HOWEVER, that if the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Funds Accounts as required under Article Four Five hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee, any Swap Counterparty and any Credit Facility Provider Trustee all sums of money due or to become due to them it in accordance with the terms and provisions hereof, then (except as provided in Section 4.5 hereof or otherwise provided in a Supplemental Indenture) this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE FIRST. All rights, title, interest and privileges of the Corporation (1) with respect to Financed Student Loans, in, to and under the Federal Reimbursement Contracts, any Servicing Agreement, the Student Loan Purchase Agreements (including, but not limited to, those agreements described in Exhibits H-1 and H-2 to the First Supplemental Indenture, and in Exhibits H-1 and H-2 to the Second Supplemental Indenture and in Exhibits H-1 and H-2 to the Second Third Supplemental Indenture), the Transfer Agreements, any Non-Delivery Fees and the Guarantee Agreements, (2) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtednessindebtedness , instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets may be credited, including, without limitation, the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund and any Accounts or Subaccounts therein, in the manner and subject to the prior applications provided in Article Four hereof, and (3) in, to and under any Credit Enhancement Facility, any Demand Purchase Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any Depositary Agreement, any Remarketing Agreement, any Auction Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract contract, any payment intangible, any general intangible or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired; GRANTING CLAUSE SECOND All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth (i) for the equal and proportionate benefit, security and protection of all present and future Senior Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to lien or otherwise of any of the Senior Beneficiaries over any of the other, (ii) for the equal and proportionate benefit, security and protection of all present and future Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Subordinate Beneficiaries over any of the other, but on a basis subordinate to the Senior Beneficiaries on the terms described herein, and (iii) for the equal and proportionate benefit, security and protection of all present and future Holders of Class C Notes (as hereinafter defined), but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described herein; PROVIDED, HOWEVER, that if the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Funds as required under Article Four hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee, any Swap Counterparty and any Credit Facility Provider all sums of money due or to become due to them in accordance with the terms and provisions hereof, then (except as provided in Section 4.5 hereof or otherwise provided in a Supplemental Indenture) this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE FIRST. All rightsrights of Issuer in and to the Collateral (described more particularly herein as the Rigs, title, interest and privileges of the Corporation (1) with respect to Financed Student Loans, in, to and under the Federal Reimbursement Contracts, any Servicing AgreementEquipment, the Student Loan Purchase Agreements (includingRolling Stock, but not limited toAdditional Tangible Assets, those agreements described in Exhibits H-1 Accounts and H-2 to the First Supplemental Indenture Notes Receivable, Insurance Benefits, Prepaid Deposits and in Exhibits H-1 Expenses, Claims and H-2 to the Second Supplemental Indenture)Warranties, the Transfer AgreementsPermits, any Non-Delivery Fees Intangible Assets, Books and the Guarantee AgreementsRecords of Issuer, (2) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus FundOther Assets, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences Causes of indebtedness, instruments, securities and other financial assets may be credited, including, without limitation, the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund and any Accounts or Subaccounts therein, in the manner and subject to the prior applications provided in Article Four hereof, and Action (3) in, to and under any Credit Enhancement Facility, any Demand Purchase Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any Depositary Agreement, any Remarketing Agreement, any Auction Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether defined herein) now existing or hereafter coming into existence, and whether now owned or hereafter acquired; GRANTING CLAUSE SECOND , subject only to Permitted Encumbrances. All proceeds monies and securities from any property described time to time held by Trustee in these Granting Clauses the Senior Debenture Fund (defined herein), and each and every fund or account established under the terms of this Indenture, including monies received from the investment of such Funds (defined herein), except for monies deposited with or paid to Trustee for the redemption of Senior Debentures, notice of the redemption of which has been duly given. The Gross Pledgable Revenues, as defined herein, and any and all other property property, rights, and interests of every name kind and nature from time to time hereafter acquired by delivery or by writing of any kind granted, alienated, demised, released, conveyed, assigned, transferred, mortgaged, pledged, assigned hypothecated, or transferredotherwise subjected hereto, as and for additional security hereunder herewith, by the Corporation Issuer or by anyone in its any other person on Issuer’s behalf or with its written consent consent, to the Trustee, which Trustee and Trustee is hereby authorized to receive any and all such property thereof at any and all times and to hold and and. apply the same subject to the terms hereof; . TO HAVE AND TO HOLD HOLD, all and singular the same Trust Estate, as described in the Granting Clauses above, whether now owned or hereafter acquired, and any proceeds or profits therefrom, together with investment earnings thereon prior to disbursement in accordance with this Indenture, and together with all privileges accessions, attachments, accessories, tools, parts, supplies, replacements of and appurtenances hereby conveyed additions to any of the collateral described herein, whether added now or later and assignedall products, or agreed or intended so proceeds (including but not limited to beinsurance proceeds) and produce of any of the property described herein, to the if any unto Trustee and its successors and assigns in said trust and to them and their assigns foreverfor the Term (defined herein); IN TRUST NEVERTHELESS, upon the terms and trust trusts herein set forth (i) for the equal and proportionate benefit, security security, and protection of all present and future Owners of the Senior Beneficiaries (as hereinafter defined)Debentures, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to lien or otherwise of any of the Senior Beneficiaries over any of the otherpriority, (ii) for the equal and proportionate benefit, security and protection of all present and future Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Subordinate Beneficiaries Senior Debentures over any of the other, but on a basis subordinate to the other Senior Beneficiaries on the terms described herein, and (iii) for the equal and proportionate benefit, security and protection of all present and future Holders of Class C Notes (as hereinafter defined), but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described hereinDebentures; PROVIDED, HOWEVER, that if the CorporationIssuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, interest on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto Senior Debentures due and or to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned set forth in the Notes, Senior Debentures according to the true intent and meaning thereof, and shall make cause the payments into to be made on the Trust Funds Senior Debentures as required under Article Four II hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and or to become due thereon as herein providedthereon, and shall well and truly keepcause to be kept, perform performed, and observe observed all the of its covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by itIndenture, and shall pay or cause to the Trustee, any Swap Counterparty and any Credit Facility Provider be paid to Trustee all sums of money due or to become due to them it in accordance with the terms and provisions hereof, then (except as provided in Section 4.5 hereof or otherwise provided in a Supplemental Indenture) upon the final payment thereof this Indenture and the rights hereby granted shall cease, terminate determine, and be void; otherwise, otherwise this Indenture shall be and remain in full force and effect.. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Senior Debentures issued and secured hereunder are to be issued, authenticated, and delivered and all said property, rights, and interests, and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon, and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as herein expressed, and Issuer has agreed and covenanted, and does hereby agree and covenant, with Trustee and with the Owners of the Senior Debentures as follows:

GRANTING CLAUSE FIRST. All rights, title, interest and privileges of the Corporation (1) with respect to Financed Student Loans, in, to and under the Federal Reimbursement Contracts, any Servicing Agreement, the Student Loan Purchase Agreements (including, but not limited to, those agreements described in Exhibits H-1 H-1, H-2 and H-2 H-3 to the First Supplemental Indenture and in Exhibits H-1 and H-2 to the Second Supplemental Indenture), the Transfer Agreements, any Non-Delivery Fees and the Guarantee Agreements, (2) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtednessindebtedness , instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets may be credited, including, without limitation, the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund and any Accounts or Subaccounts therein, in the manner and subject to the prior applications provided in Article Four hereof, and (3) in, to and under any Credit Enhancement Facility, any Demand Purchase Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any Depositary Agreement, any Remarketing Agreement, any Auction Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract contract, any payment intangible, any general intangible or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired; GRANTING CLAUSE SECOND All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth (i) for the equal and proportionate benefit, security and protection of all present and future Senior Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to lien or otherwise of any of the Senior Beneficiaries over any of the other, (ii) for the equal and proportionate benefit, security and protection of all present and future Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Subordinate Beneficiaries over any of the other, but on a basis subordinate to the Senior Beneficiaries on the terms described herein, and (iii) for the equal and proportionate benefit, security and protection of all present and future Holders of Class C Notes (as hereinafter defined), but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described herein; PROVIDED, HOWEVER, that if the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Funds as required under Article Four hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee, any Swap Counterparty and any Credit Facility Provider all sums of money due or to become due to them in accordance with the terms and provisions hereof, then (except as provided in Section 4.5 hereof or otherwise provided in a Supplemental Indenture) this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect.

GRANTING CLAUSE FIRST. All The Grantor Trust Certificate (and related rights, title and interest of the Issuer in, to and under the Loans and Related Rights that have been conveyed, sold and/or assigned to the Grantor Trust (and, with respect to legal title, to the Owner Trustee on behalf of the Grantor Trust) pursuant to the Purchase Agreements, including, without limitation, all obligations of the Obligors thereunder including all moneys paid thereunder on or after the Cut-Off Date and loan documents and other rights related to such Loans and Related Rights) and the related rights, title, interest and privileges of the Corporation (1) with respect to Financed Student Loans, Issuer in, to and under the Federal Reimbursement ContractsGrantor Trust Agreement and the Grantor Trust; (b) the Collection Account, the Reserve Account, any Payment Account, any Series Account and any other account maintained by the Trustee for the benefit of the Secured Parties of any Series of Notes as a trust account (each such account, a “Trust Account”), all monies from time to time deposited therein and all investments and other property from time to time credited thereto; (c) all certificates and instruments, if any, representing or evidencing any or all of the Trust Accounts or the funds on deposit therein from time to time; (d) all investments made at any time and from time to time with moneys in the Trust Accounts; (e) the Purchase Agreements, the Administration Agreement, the Back-Up Servicing Agreement, the Student Loan Purchase Agreements (including, but not limited to, those agreements described in Exhibits H-1 Representations and H-2 to the First Supplemental Indenture and in Exhibits H-1 and H-2 to the Second Supplemental Indenture), the Transfer Agreements, any Non-Delivery Fees Warranties Agreement and the Guarantee Agreements, Servicing Agreement; (2f) in, to and under all Financed Student Loans (including the evidences of indebtedness thereof and related documentation), the proceeds of the sale of the Notes (until expended for the purpose for which the Notes were issued) and the revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets (including any earnings thereon) in and payable into the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund, and any deposit accounts or securities accounts to which such Financed Student Loans, proceeds, revenues, moneys, evidences of indebtedness, instruments, securities and other financial assets additional property that may be credited, including, without limitation, the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund, Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund and any Accounts or Subaccounts therein, in the manner and subject to the prior applications provided in Article Four hereof, and (3) in, to and under any Credit Enhancement Facility, any Demand Purchase Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any Depositary Agreement, any Remarketing Agreement, any Auction Agent Agreement and any Broker-Dealer Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Corporation to receive any of the same whether now existing or hereafter coming into existence, and whether now or hereafter acquired; GRANTING CLAUSE SECOND All proceeds from any property described in these Granting Clauses and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, pledged, assigned or transferred, as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth (i) for the equal and proportionate benefit, security and protection of all present and future Senior Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to lien or otherwise of any of the Senior Beneficiaries over any of the other, (ii) for the equal and proportionate benefit, security and protection of all present and future Subordinate Beneficiaries (as hereinafter defined), without privilege, priority or distinction as to the lien or otherwise of any of the Subordinate Beneficiaries over any of the other, but on a basis subordinate to the Senior Beneficiaries on the terms described herein, and (iii) for the equal and proportionate benefit, security and protection of all present and future Holders of Class C Notes (as hereinafter defined), but on a basis subordinate to the Senior Beneficiaries and the Subordinate Beneficiaries on the terms described herein; PROVIDED, HOWEVER, that if the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, on the Notes and the interest and any Carry-Over Amounts (and accrued interest thereon) with respect thereto due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and shall make the payments into the Trust Funds as required under Article Four hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due and to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to any Series Supplement or otherwise) be kept, performed and observed by it, and shall pay subjected to the Trusteegrant and pledge made by the Issuer or by anyone on its behalf; (g) all present and future claims, demands, causes and choses in action and all payments on or under the foregoing; and (h) 4866-9982-4145.5 all proceeds of every kind and nature whatsoever in respect of any Swap Counterparty and any Credit Facility Provider or all sums of money due or to become due to them in accordance with the terms and provisions hereofforegoing, then (except as provided in Section 4.5 hereof or otherwise provided in a Supplemental Indenture) this Indenture including all proceeds of all of the foregoing and the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, rights hereby to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, together with all of the collateral in which a security interest is granted shall ceasepursuant to GRANTING CLAUSE SECOND, terminate and be void; otherwise, this Indenture shall be and remain in full force and effectthe “Trust Estate”).