Common use of Security Interest Perfected; Delivery of Loan Files Clause in Contracts

Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Eligible Lender Trustee on behalf of the Issuer a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or a Subservicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student Loan. The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured Parties.”

Appears in 2 contracts

Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (KeyCorp Student Loan Trust 2006-A)

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Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Eligible Lender Trustee on behalf of the Issuer a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or a SubservicerSub-Servicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student Loan. The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured Parties.”

Appears in 2 contracts

Samples: Sale and Servicing Agreement (KeyCorp Student Loan Trust 2005-A), Sale and Servicing Agreement (Key Consumer Receivables LLC)

Security Interest Perfected; Delivery of Loan Files. Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Purchaser and, with respect to legal title, the Depositor Eligible Lender Trustee on behalf of the Issuer Purchaser a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, Loans have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or a SubservicerSub-Servicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student Loan. The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer and, with respect to legal title, the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Issuer and, with respect to legal title, against the Depositor Eligible Lender Trustee on behalf of the Depositor, in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured Parties.”

Appears in 1 contract

Samples: Student Loan Transfer Agreement (KeyCorp Student Loan Trust 2006-A)

Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Eligible Lender Trustee on behalf of the Issuer a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or the Custodian or a SubservicerSub-Servicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student LoanLoan (or, with respect to certain Financed Student Loans delivered to the Custodian, a lost note affidavit in lieu thereof agreeing to repurchase the related Financed Student Loan in the event that it becomes uncollectable as a direct or indirect result of the lack of an original executed promissory note). The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured PartiesParty.”

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2004-A)

Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Depositor Eligible Lender Trustee on behalf of the Issuer Purchaser a first perfected ownership interest in the KBUSA Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, Loans have been made or satisfied, as the case may be. A KBUSA Financed Student Loan File has been delivered to the Master Servicer (or the Custodian or a SubservicerSub-Servicer) for each KBUSA Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such KBUSA Financed Student LoanLoan or with respect to certain Financed Student Loan Files held by the Custodian, a lost note affidavit in lieu thereof, agreeing to repurchase the related Financed Student Loan in the event that it becomes uncollectable due to the lack of an original promissory note. The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured PartiesParty.”

Appears in 1 contract

Samples: Student Loan Transfer Agreement (Keycorp Student Loan Trust 2004-A)

Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Purchaser and, with respect to legal title, the Depositor Eligible Lender Trustee on behalf of the Issuer Purchaser a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, Loans have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or a SubservicerSub-Servicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student Loan. The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer and, with respect to legal title, the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Issuer and, with respect to legal title, against the Depositor Eligible Lender Trustee on behalf of the Depositor, in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured Parties.”

Appears in 1 contract

Samples: Student Loan Transfer Agreement (KeyCorp Student Loan Trust 2005-A)

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Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Eligible Lender Trustee on behalf of the Issuer a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or the Custodian or a SubservicerSub-Servicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student Loan. Loan (or, with respect to certain Financed Student Loans delivered to the Custodian, a lost note affidavit in lieu thereof, in form and substance reasonably satisfactory to the Securities Insurer, agreeing to repurchase the related Financed Student Loan in the event that it becomes uncollectable as a direct or indirect result of the lack of an original executed promissory note.) The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured PartiesParty.”

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2003-A)

Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Depositor Eligible Lender Trustee on behalf of the Issuer Purchaser a first perfected ownership interest in the KBUSA Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, Loans have been made or satisfied, as the case may be. A KBUSA Financed Student Loan File has been delivered to the Master Servicer (or the Custodian or a SubservicerSub-Servicer) for each KBUSA Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) evidencing such KBUSA Financed Student Loan or with respect to certain Financed Student Loan Files held by the Electronic Note Custodian, a lost note affidavit in lieu thereof in form and substance reasonably satisfactory to the Securities Insurer, agreeing to repurchase the related Financed Student Loan in the case event that it becomes uncollectable due to the lack of an Electronic Loan evidencing such Financed Student Loanoriginal promissory note. The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured PartiesParty.”

Appears in 1 contract

Samples: Student Loan Transfer Agreement (Keycorp Student Loan Trust 2003-A)

Security Interest Perfected; Delivery of Loan Files. All filings (including UCC filings) and/or delivery requirements necessary in any jurisdiction to give the Eligible Lender Trustee on behalf of the Issuer a first perfected ownership interest in the Financed Student Loans, and to give the Indenture Trustee a first perfected security interest therein pursuant to the security interest granted under the Indenture, have been made or satisfied, as the case may be. A Financed Student Loan File has been delivered to the Master Servicer (or the Custodian or a SubservicerSub-Servicer) for each Financed Student Loan and each such file contains the original fully executed note (or a copy of a fully executed master promissory note) or the Electronic Note in the case of an Electronic Loan evidencing such Financed Student Loan. Loan (or, with respect to certain Financed Student Loans delivered to the Custodian, a lost note affidavit in lieu thereof, in form and substance reasonably satisfactory to the Securities Insurer, agreeing to repurchase the related Financed Student Loan in the event that it becomes uncollectable as a direct or indirect result of the lack of an original executed promissory note.) The promissory notes that constitute or evidence the Financed Student Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee on behalf of the Issuer and the Indenture Trustee on behalf of the Noteholders. All financing statements filed or to be filed promptly after closing against the Depositor in favor of the Eligible Lender Trustee on behalf of the Issuer in connection herewith, and the Indenture Trustee on behalf of the Noteholders, describing the Financed Student Loans contain or will contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party other than a purchase of such collateral from the Secured Party as contemplated by a written agreement among the Debtor and the Secured PartiesParty."

Appears in 1 contract

Samples: Sale and Servicing Agreement (Key Bank Usa National Association)

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