Common use of TITLE AND SECURITY Clause in Contracts

TITLE AND SECURITY. (i) The Seller holds good and marketable title to the Trust Certificates, the Membership Interest and in the Funding Note free and clear of all Liens other than Liens granted under the Omnibus Credit Agreement that shall be released on or prior to the Closing Date. The Funding Note Issuer holds good and marketable title to the Financed Student Loans free and clear of all Liens other than the security interest of the Conduit Lender under the Funding Note Purchase Agreement and provided that the Conduit Eligible Lender Trustee holds legal title to the Financed Student Loans. (ii) At the Closing the Seller will transfer good and marketable title to the Acquired Assets free and clear of all Liens.