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 KBUSA Financed Student Loans by the Seller to the Purchaser (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 Seller to the Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the Seller. 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 Seller, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser of a security interest in all of the 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 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 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; (c) the possession by the Master Servicer, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan File, and such other items of property as constitute instruments, money, negotiable documents or 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 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 Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the 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.

Sale Not Secured Financing. It is the express intent of the parties hereto that each the conveyance of the KBUSA Financed Student Loans by the Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 Section 2.01 provided for herein shall be deemed to be a grant by the Seller to the Purchaser Depositor and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Seller's Depositor’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 Section 2.01 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 Purchaser or the Depositor Eligible Lender Trustee Issuer would otherwise be entitled to own such KBUSA Financed Student Loans and proceeds pursuant to Article II hereof, including all amounts, 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, the Custodian Servicer or the Sub-ServicersSubservicers, as applicable, of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 this Agreement and the this AgreementIndenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 Seller to the Purchaser Depositor and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Seller's Depositor’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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian Servicer or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 this Agreement and the this AgreementIndenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Seller to the Purchaser (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 Seller to the Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the Seller. 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 Seller, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser of a security interest in all of the Seller's ’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 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 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; (c) the possession by the Master Servicer, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan File, and such other items of property as constitute instruments, money, negotiable documents or 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 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 Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the 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.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 provided for herein shall be deemed to be a grant by the Seller Depositor to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer of a security interest in all of the Seller's Depositor’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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 AgreementAgreement 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 Seller to the Purchaser (andIssuer, 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 Seller to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the Seller. 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 Seller, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer of a security interest in all of the 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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, Servicers of each KBUSA Financed Student Loan FileFile or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee Seller and the Purchaser 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 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 AgreementAgreement 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 Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser Depositor and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Depositor to the Issuer and the Eligible Lender Trustee on behalf of the Issuer of a security interest in all of the Seller's Depositor’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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 AgreementAgreement and the Indenture.

Sale Not Secured Financing. It is the express intent of the parties hereto that each the conveyance of the KBUSA Financed Student Loans financed student loans by the Seller seller to the Purchaser purchaser (and, with respect to legal title to such KBUSA Financed Student Loansfinanced student loans, to the Depositor Eligible Lender Trustee,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 KBUSA Financed Student Loans financed student loans by the Seller seller to the Depositor Eligible Lender Trustee depositor eligible lender trustee on behalf of the Purchaser purchaser to secure a debt or other obligation of the Sellerseller. However, in the event that, notwithstanding the intent of the parties, any of the KBUSA Financed Student Loans financed student loans are held by a court to continue to be property of the Sellerseller, 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 KBUSA Financed Student Loans financed student loans provided for herein shall be deemed to be a grant by the Seller seller to the Purchaser purchaser and to the Depositor Eligible Lender Trustee depositor eligible lender trustee on behalf of the Purchaser purchaser of a security interest in all of the Seller's seller’s right, title and interest in and to such KBUSA Financed Student Loans financed student loans and all amounts payable to the holders of such KBUSA Financed Student Loans 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 Purchaser or purchaser and, with respect to legal title, the Depositor Eligible Lender Trustee depositor eligible lender trustee, would otherwise be entitled to own such KBUSA Financed Student Loans financed student loans and proceeds pursuant to Article II article ii hereof; (c) the possession by the Master Servicer, the Custodian master servicer or the Sub-Servicerssubservicers, as applicable, of each KBUSA Financed Student Loan Filefinanced 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 Depositor Eligible Lender Trustee depositor eligible lender trustee and the Purchaser purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee purchaser or, with respect to legal title, of the depositor eligible lender trustee on behalf of the Purchaser or by the Purchaser purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Sellerseller, the Depositor Eligible Lender Trustee depositor eligible lender trustee and the Purchaser 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 KBUSA 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 the this Agreementagreement.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 provided for herein shall be deemed to be a grant by the Seller Depositor to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer of a security interest in all of the SellerDepositor'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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, Servicers of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 AgreementAgreement 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 Seller to the Purchaser (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 Seller to the Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the Seller. 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 Seller, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser of a security interest in all of the 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 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 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; (c) the possession by the Master Servicer, the Custodian or the Sub-Servicers, as applicable, Servicers of each KBUSA Financed Student Loan File, and such other items of property as constitute instruments, money, negotiable documents or 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 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 Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the 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.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Seller to the Purchaser (andIssuer, 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 Seller to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the Seller. 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 Seller, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer of a security interest in all of the Seller's ’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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, Servicers of each KBUSA Financed Student Loan FileFile or by the Indenture Trustee of each applicable Trust Account, and such other items of property as constitute instruments, money, negotiable documents or 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee Seller and the Purchaser 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 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 AgreementAgreement 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 Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 provided for herein shall be deemed to be a grant by the Seller Depositor to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer of a security interest in all of the SellerDepositor'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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 AgreementAgreement 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 Seller to the Purchaser (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 Seller to the Depositor Eligible Lender Trustee on behalf of the Purchaser to secure a debt or other obligation of the Seller. 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 Seller, 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 provided for herein shall be deemed to be a grant by the Seller to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser of a security interest in all of the Seller's ’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 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 Purchaser or and, with respect to legal title, the Depositor Eligible Lender Trustee Trustee, would otherwise be entitled to own such KBUSA Financed Student Loans and proceeds pursuant to Article II hereof; (c) the possession by the Master Servicer, the Custodian Servicer or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan File, and such other items of property as constitute instruments, money, negotiable documents or 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 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 Purchaser or, with respect to legal title, of the Depositor Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller, the Depositor Eligible Lender Trustee and the 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.

Sale Not Secured Financing. It is the express intent of the parties hereto that each conveyance of the KBUSA Financed Student Loans by the Seller Depositor to the Purchaser (andIssuer, 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 Seller Depositor to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer to secure a debt or other obligation of the SellerDepositor. 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 SellerDepositor, 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 provided for herein shall be deemed to be a grant by the Seller Depositor to the Purchaser and to the Depositor Eligible Lender Trustee on behalf of the Purchaser Issuer of a security interest in all of the SellerDepositor'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 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 Purchaser or the Depositor Eligible Lender Trustee Issuer 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, the Custodian or the Sub-Servicers, as applicable, of each KBUSA Financed Student Loan FileFile 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 Depositor Eligible Lender Trustee and the Purchaser Issuer for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Eligible Lender Trustee on behalf of the Purchaser or by the Purchaser 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 Seller, the Depositor Eligible Lender Trustee and the Purchaser 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 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 AgreementAgreement and the Indenture.