Common use of Sale Not Secured Financing Clause in Contracts

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-Servicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Depositor Seller to the IssuerPurchaser (and, with respect to legal title to such KBUSA Financed Student Loans, to the Depositor Eligible Lender Trustee,) as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such KBUSA Financed Student Loans by the Depositor Seller to the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the DepositorSeller. However, in the event that, notwithstanding the intent of the parties, any of the KBUSA Financed Student Loans are held by a court to continue to be property of the DepositorSeller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such KBUSA Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer Purchaser of a security interest in all of the DepositorSeller’s right, title and interest in and to such KBUSA Financed Student Loans and all amounts payable to the holders of such KBUSA Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer Purchaser or the Depositor Eligible Lender Trustee would otherwise be entitled to own such KBUSA Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer Servicer, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan File or by the Indenture Trustee of each applicable Trust AccountFile, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer Depositor Eligible Lender Trustee and the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the Issuer Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the KBUSA Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the IndentureAgreement.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Depositor Seller to the IssuerPurchaser (and, with respect to legal title to such KBUSA Financed Student Loans, to the Depositor Eligible Lender Trustee,) as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such KBUSA Financed Student Loans by the Depositor Seller to the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the DepositorSeller. However, in the event that, notwithstanding the intent of the parties, any of the KBUSA Financed Student Loans are held by a court to continue to be property of the DepositorSeller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such KBUSA Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer Purchaser of a security interest in all of the Depositor’s Seller's right, title and interest in and to such KBUSA Financed Student Loans and all amounts payable to the holders of such KBUSA Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer Purchaser or the Depositor Eligible Lender Trustee would otherwise be entitled to own such KBUSA Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer Servicer, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan File or by the Indenture Trustee of each applicable Trust AccountFile, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer Depositor Eligible Lender Trustee and the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the Issuer Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the KBUSA Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the IndentureAgreement.

Sale Not Secured Financing. It is the express intent of the parties hereto that each the conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections Section 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections Section 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-ServicersSubservicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor Seller to the IssuerPurchaser (and, with respect to legal title to such Financed Student Loans, to the Depositor Eligible Lender Trustee) as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor Seller to the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the DepositorSeller. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the DepositorSeller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer Purchaser of a security interest in all of the DepositorSeller’s right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer Purchaser and, with respect to legal title, the Depositor Eligible Lender Trustee, would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-Servicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust AccountFile, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer Depositor Eligible Lender Trustee and the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer Purchaser or, with respect to legal title, of the Depositor Eligible Lender Trustee on behalf of the Purchaser pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the Issuer Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the IndentureAgreement.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer Servicer, the Custodian or the Sub-Servicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s 's right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer Servicer, the Custodian or the Sub-Servicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “"possession by the secured party” " for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s 's right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-Servicers, as applicable, Servicers of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “"possession by the secured party” " for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor Seller to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor Seller to the Issuer to secure a debt or other obligation of the DepositorSeller. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the DepositorSeller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor Seller to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the DepositorSeller’s right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-Servicers, as applicable, Servicers of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) 305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor Seller and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer Servicer, the Custodian or the Sub-Servicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor Seller to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor Seller to the Issuer to secure a debt or other obligation of the DepositorSeller. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the DepositorSeller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor Seller to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s Seller's right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-Servicers, as applicable, Servicers of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “"possession by the secured party” " for purposes of perfecting the security interest pursuant to Section 9-313(a) 305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor Seller and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Depositor Seller to the IssuerPurchaser (and, with respect to legal title to such KBUSA Financed Student Loans, to the Depositor Eligible Lender Trustee,) as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such KBUSA Financed Student Loans by the Depositor Seller to the Issuer Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the DepositorSeller. However, in the event that, notwithstanding the intent of the parties, any of the KBUSA Financed Student Loans are held by a court to continue to be property of the DepositorSeller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such KBUSA Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor Seller to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s Seller's right, title and interest in and to such KBUSA Financed Student Loans and all amounts payable to the holders of such KBUSA Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer Purchaser or the Depositor Eligible Lender Trustee would otherwise be entitled to own such KBUSA Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer or the Sub-Servicers, as applicable, Servicers of each KBUSA Financed Student Loan File or by the Indenture Trustee of each applicable Trust AccountFile, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “"possession by the secured party” " for purposes of perfecting the security interest pursuant to Section 9-313(a) 305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer Depositor Eligible Lender Trustee and the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the Issuer Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the KBUSA Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the IndentureAgreement.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the Financed Student Loans by the Depositor to the Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans are held by a court to continue to be property of the Depositor, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 provided for herein shall be deemed to be a grant by the Depositor and the Depositor Eligible Lender Trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Depositor’s 's right, title and interest in and to such Financed Student Loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer would otherwise be entitled to own such Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer Servicer, the Custodian or the Sub-Servicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Financed Student Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the this Agreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each the conveyance of the Financed Student Loans financed student loans by the Depositor seller to the Issuerpurchaser (and, with respect to legal title to such financed student loans, to the depositor eligible lender trustee) as contemplated by this Agreement agreement be (and be treated as) a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of any such Financed Student Loans financed student loans by the Depositor seller to the Issuer depositor eligible lender trustee on behalf of the purchaser to secure a debt or other obligation of the Depositorseller. However, in the event that, notwithstanding the intent of the parties, any of the Financed Student Loans financed student loans are held by a court to continue to be property of the Depositorseller, then (a) this Agreement agreement shall also be deemed to be a security agreement within the meaning of Articles articles 8 and 9 of the applicable Uniform Commercial Codeuniform commercial code; (b) the transfer of such Financed Student Loans and all such other items set forth in Sections 2.01 and 2.02 financed student loans provided for herein shall be deemed to be a grant by the Depositor seller to the purchaser and to the Depositor Eligible Lender Trustee depositor eligible lender trustee on behalf of the Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer purchaser of a security interest in all of the Depositorseller’s right, title and interest in and to such Financed Student Loans financed student loans and all amounts payable to the holders of such Financed Student Loans and all such items set forth in Sections 2.01 and 2.02 financed student loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Issuer purchaser and, with respect to legal title, the depositor eligible lender trustee, would otherwise be entitled to own such Financed Student Loans financed student loans and proceeds pursuant to Article II article ii hereof, including all amounts, other than investment earnings, from time to time held or invested in any Trust Accounts created pursuant to this Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Master Servicer master servicer or the Sub-Servicerssubservicers, as applicable, of each Financed Student Loan File or by the Indenture Trustee of each applicable Trust Accountfinanced student loan file, and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section section 9-313(a) (or comparable provision) of the applicable Uniform Commercial Codeuniform commercial code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer depositor eligible lender trustee and the purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Issuer purchaser or, with respect to legal title, of the depositor eligible lender trustee on behalf of the purchaser pursuant to any provision hereof or pursuant to the Indenture shall also be deemed to be an assignment of any security interest created hereby. The Depositor seller, the depositor eligible lender trustee and the Issuer purchaser shall, to the extent consistent with this Agreementagreement, take such actions as may be reasonably necessary to ensure that, if this Agreement agreement were deemed to create a security interest in the Financed Student Loansfinanced student loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Indentureagreement.