Common use of Introductory Clause in Contracts

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCAuris Medical Holding Ltd., a Delaware an exempted company limited liability company, by shares incorporated in Bermuda (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] issue and sell to A.G.P./Alliance Global Partners, as the representative (the “TrustRepresentative”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters several underwriters, if any, named in Schedule I hereto (each an “Underwriter” and collectively, the “Underwriters”)) an aggregate of [ ] common shares, for whom you par value CHF 0.40 per share of the Company (the “RepresentativeShares”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein), the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes pre-funded warrants (the “Class Pre-Funded Warrants”), each Pre-Funded Warrant entitling its holder to purchase one Share, and [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes common share purchase warrants (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “SellerWarrants”), pursuant each Warrant entitling its holder to the Student Loan Transfer Agreement, dated as of [ ], purchase [ ] (of a Share. The [ ] Shares to be sold by the Company are called the “Student Loan Transfer AgreementFirm Shares,” the [ ] Pre-Funded Warrants are called the “Firm Pre-Funded Warrants” and the [ ] Warrants are called the “Firm Warrants”) between KBUSA. The Firm Shares, the Depositor Firm Pre-Funded Warrants and [ ], as eligible lender trustee on behalf of the Depositor (Firm Warrants to be sold by the Company are collectively called the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]Firm Securities.” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant Company has granted to the Administration Agreement, dated as of [ ], Underwriters an option to purchase up to an additional [ ] Shares (as amended and supplemented from time to time, the “Administration AgreementOption Shares”) and/or [ ] Warrants (“Option Warrants”), among each Option Warrant entitling its holder to purchase [ ] of a Share, as provided in Section 2. The Option Shares and/or Option Warrants to be sold by the Indenture TrusteeCompany pursuant to such option are, collectively called the “Optional Securities.” The Shares underlying the Firm Warrants, the Trust Firm Pre-Funded Warrants and the Administrator. [KBUSA], as cap provider (in such capacity, Option Warrants are collectively called the “Cap Provider”)Warrant Shares.” The Firm Securities and, will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), if and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put such option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] Optional Securities are referred to herein as collectively called the “Basic DocumentsOffered Securities.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCDuke Capital Financing Trust [ ], a Delaware limited liability companystatutory business trust (the "Trust"), and Duke Capital Corporation, a Delaware corporation (the "Corporation"), propose that the Trust issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement (the "Guarantee Agreement") between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”"Notes") to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (be issued by the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Corporation. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “"Trust Agreement”) "), among the Corporation, as Depositor, [ ]and the trustees named therein, including The Chase Manhattan Bank, as Eligible Lender Trustee property trustee (the “Eligible Lender "Property Trustee”) "), and [ ]Chase Manhattan Bank Delaware, as Delaware trustee (the “"Delaware Trustee”"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be a Subordinated Indenture, dated as of [ ]April 1, [ ] 1998 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes onlydate hereof, the Group II Insured Notes Guaranty Insurance Policy will and as to be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] supplemented by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreementa supplemental indenture, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”)"Supplemental Indenture" and, and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapOriginal Indenture as theretofore amended and supplemented, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the "Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents").” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCBank USA, National Association, a Delaware limited liability company, national banking association (the “Depositor”"Seller"), proposes to cause KeyCorp Student Loan Trust [ ] 1999-A (the “"Trust”") to issue and sell $[ ] __________ principal amount of its Class [ ] Floating Rate Asset Backed Certificates (the “"Certificates”") to the underwriters named in Schedule I hereto (the “"Underwriters”"), for whom you (the “"Representative”") are acting as representative. The assets of the Trust include, among other things, a pool of law school, medical school, dental school, graduate business school and other graduate school student loans (the "Financed Student Loans") and certain monies due thereunder on and after January 1, 1999 (the "Cutoff Date"). The Certificates will be secured by a group of Financed Student Loans reinsured by the United States Department of Education ("Financed Federal Loans") and by a group of Financed Student Loans that are not reinsured by the United States Department of Education ("Financed Private Loans"). Financed Student Loans were sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in such capacity as a servicer, "Servicer") and EFS Services, Inc., a wholly-owned subsidiary of EFS, Inc. of Indiana ("EFS" and, in such capacity as a servicer, a "Servicer"). The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of January 1, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller, as Depositor, and The First National Bank of Chicago, a national banking association (the "Eligible Lender Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] A-1 Asset Backed Notes (the “"Class [ ] A-1 Notes”") and $___________ principal amount of its Floating Rate Class [ ] A-2 Asset Backed Notes (the “"Class [ ] A-2 Notes” " and, with the Class [ ] A-1 Notes, the “"Notes”"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “"Note Underwriting Agreement”") between the Depositor, KBUSA Seller and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Delaware Virginia limited liability company, company (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] as beneficiary (the “TrustBeneficiary”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes hereinafter defined) (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, issued pursuant to the Trust AgreementIndenture, dated as of [ ]October 9, [ ]2002, as amended and restated as of January 13, 2006, and as amended by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation First Amendment thereto, dated as of [ ]March 1, [ ], between the Trust and [KBUSA]2008, as supplemented by the swap counterparty (in such capacityAsset Pool Supplement, the “Swap Counterparty”), an interest rate cap agreement for Indenture Supplement and the Group II Notes (Terms Document having the “Group II Cap Agreement”), date stated in the form of a 1992 ISDA Master applicable Terms Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as so supplemented and as otherwise modified or amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee Issuer and the Trust. To provide credit support to the Group II Insured Notes onlyThe Bank of New York, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, trustee (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loanssuch capacity, the “Financed Student LoansIndenture Trustee”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose). In addition, the Administrator will perform certain administrative duties on behalf of the Trust The Issuer is operated pursuant to the Administration a Second Amended and Restated Trust Agreement, dated as of [ ]January 13, [ ] 2006 (as modified or amended and supplemented from time to time, the “Administration Trust Agreement”), among between the Indenture Trustee, the Trust and the Administrator. [KBUSA]Company, as cap provider Beneficiary and as transferor (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk CapTransferor”), and the other for the benefit of the Group II Notes Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Group II Basis Risk Cap” and together with Owner Trustee”). The Notes will be secured by certain assets of the Group I Basis Risk CapIssuer, including the Collateral Certificate referred to below (collectively, the “Basis Risk Cap AgreementsCollateral”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto). Capital One Bank (USA), each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking associationassociation (the “Bank” and the “Seller”), has entered into an amended and restated receivables purchase agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as put option provider amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and restated and as otherwise modified or amended from time to time, the “[KBNA]” Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York, as trustee (in such capacity, the “Put Option ProviderMaster Trust Trustee”) will enter into two put option agreements with the Trust, one with respect ). References herein to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, unless otherwise specified, shall mean the Indenture, Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Trust Agreement, the Student Loan Transfer AgreementsCompany has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as underwriters, or through certain underwriters which include Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., one or more of which may, with Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., act as the Insurance Agreement, representatives of such underwriters listed on Schedule I to the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”; each representative thereof may be referred to herein together as a or the “Representative”, or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., in their capacity as Underwriter of any Notes or as Representative). Notes sold to the Underwriters for which Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc. are the Representatives shall be sold pursuant to a Terms Agreement, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (a “Terms Agreement”), which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (together with static pool information (the “Static Pool Information”) required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Documents.” Simultaneously with Prospectus”) relating to the issuance and sale of the Certificates as contemplated herein Notes and the sale method of distribution thereof. The Basic Prospectus and the Notes Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust CertificateProspectus.”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCCapitol Bancorp Ltd., a Michigan corporation (the "Company"), and its financing subsidiary Capitol Trust I, a Delaware limited liability company, business trust (the “Depositor”"Trust," and hereinafter together with the Company the "Offerors"), proposes to cause KeyCorp Student Loan propose that the Trust [ ] issue and sell 2,200,000 of the Trust's _____% Cumulative Trust Preferred Securities with a liquidation amount of $10.00 per preferred security representing undivided beneficial interests in the assets of the Trust (the “Trust”"Preferred Securities"), to be issued under the Trust Agreement (as hereinafter defined), the terms of which are more fully described in the Prospectus (as hereinafter defined) to Robe▇▇ ▇. ▇▇▇▇▇ & ▇o. Incorporated, Stif▇▇, ▇▇▇▇▇▇▇▇ & ▇ompany Incorporated and Howe ▇▇▇n▇▇ ▇▇▇estments, Inc. (the "Underwriters"), who are acting severally and not jointly. The aforementioned Preferred Securities to be sold to the Underwriters are herein called "Firm Preferred Securities." In addition, the Offerors have agreed to grant to the Underwriters an option to purchase up to 330,000 additional Preferred Securities (the "Option Preferred Securities") as provided in section 5(c) hereof. The Firm Preferred Securities and, to the extent such option is exercised, the Option Preferred Securities are hereinafter collectively referred to as the "Designated Preferred Securities." The Offerors propose that the Trust issue the Designated Preferred Securities pursuant to an Amended and Restated Trust Agreement among The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, the Administrative Trustee named therein, and the Company in substantially the form previously delivered to the Underwriters. This trust agreement is referred to in this Agreement as the "Trust Agreement." The Company will purchase from the Trust its common securities ("Common Securities"). In connection with the issuance of the Designated Preferred Securities, the Company proposes (i) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates Subordinated Debentures (the “Certificates”"Debentures") pursuant to an Indenture, dated as of _____________________________________, 1997, between the Company and The First National Bank of Chicago as Indenture Trustee (the "Indenture") and (ii) to guarantee the underwriters named in Schedule I hereto Designated Preferred Securities pursuant to a Guarantee Agreement, dated as of ___ _________________________________, 1997, between the Company and The First National Bank of Chicago, as Guarantee Trustee (the “Underwriters”2 "Guarantee"), for whom you (to the “Representative”) are acting extent described in the Guarantee. Pursuant to an Agreement as representative. Simultaneously with the issuance to Expenses and sale Liabilities, dated as of the Certificates as contemplated herein, the Trust will issue $__________________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes ________, 1997, between the Company and the Trust (the “Class [ ] Notes” and, with the Class [ ] Notes"Expense Agreement"), the “Notes”). The Notes will be sold Company has guaranteed payment of all of the Trust's costs, expenses and liabilities other than obligations of the Trust to pay holders of the Designated Preferred Securities amounts due such holders pursuant to an underwriting agreement dated the date hereof (terms of the “Note Underwriting Agreement”) between the Depositor, KBUSA and the RepresentativeDesignated Preferred Securities. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust AgreementGuarantee, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Expense Agreement and the Put Options] this Agreement are collectively referred to herein in this Agreement as the “Basic "Operative Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. " Capitalized terms used and not otherwise defined herein shall in this Agreement without definition have the respective meanings given them specified in Appendix A attached hereto.the Prospectus (as hereinafter defined). The Underwriters have advised the Offerors that the Underwriters propose to make a public offering of their respective portion of the Designated Preferred Securities as soon hereafter as in their judgment is advisable and that the public offering price of the Designated Preferred Securities initially will be $10.00 per security. The Offerors hereby confirm their agreements with the Underwriters as follows:

Introductory. Key Consumer Receivables LLCDuke Energy Capital Trust [ ], a Delaware limited liability company, statutory business trust (the “Depositor”"Trust"), proposes to cause KeyCorp Student Loan Trust [ ] and Duke Energy Corporation, a North Carolina corporation (the “Trust”) to "Corporation"), propose that the Trust issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters Underwriters named in Schedule I A hereto (the “"Underwriters”") % Trust Preferred Securities (liquidation amount $ per preferred security), for whom you representing preferred undivided beneficial interests in the assets of the Trust (the “Representative”"Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) are acting (the "Guarantee"), and the Trust and the Corporation hereby agree with you as representativehereinafter set forth in this Agreement. Simultaneously with The entire proceeds from the issuance and sale of the Certificates as contemplated herein, Preferred Securities will be combined with the entire proceeds from the sale by the Trust will issue $___________ principal amount to the Corporation of its Floating Rate Class [ ] Asset Backed Notes common securities, representing common undivided beneficial interests in the assets of the Trust (the “Class [ ] Notes”) "Common Securities"), and $___________ principal amount of its Floating Rate Class [ ] Asset Backed will be used by the Trust to purchase the Series % Junior Subordinated Notes due (the “Class [ ] "Notes” and, with ") to be issued by the Class [ ] Notes, the “Notes”)Corporation. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the "Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"), among the Trust, the Eligible Lender Trustee, KBUSACorporation, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes trustees named therein, including The Chase Manhattan Bank, as property trustee (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap"Property Trustee"), the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.1

Introductory. Key Consumer Receivables LLCDuke Capital Financing Trust [ ], a Delaware limited liability companystatutory business trust (the "Trust"), and Duke Capital Corporation, a Delaware corporation (the "Corporation"), propose, subject to the terms and conditions stated herein, that the Trust issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement (the "Guarantee Agreement") between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”"Notes") to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (be issued by the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Corporation. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, to be dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “"Trust Agreement”) "), among the Corporation, as Depositor, [ ]and the trustees named therein, including The Chase Manhattan Bank, as Eligible Lender Trustee property trustee (the “Eligible Lender "Property Trustee”) "), and [ ]Chase Manhattan Bank USA, National Association, as Delaware trustee (the “"Delaware Trustee”"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to a Subordinated Indenture, dated as of April 1, 1998 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as amended and supplemented and as to be supplemented by a supplemental indenture, to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ]"Supplemental Indenture" and, [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans Original Indenture as theretofore amended and the Initial Financed Student Loanssupplemented, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”"Indenture"), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Guarantee and the Put Options] Indenture are sometimes collectively referred to herein as the “Basic Documents"Corporation Agreements.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto."

Introductory. Key Consumer Receivables LLCAFCO Credit Corporation, a Delaware limited liability companyNew York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit in their capacity as servicer, the "Servicer" and in their capacity as originators, the "Originators") propose to convey the Receivables arising from certain insurance premium finance loans to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the “Depositor”"Transferor"). The Transferor proposes to convey such Receivables and other rights to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause KeyCorp Student Loan the Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters Underwriters named in Schedule I hereto (the “"Underwriters”"), for whom you (the “Representative”) are acting as representative. Simultaneously with representative (the issuance and sale of the Certificates as contemplated herein"Representative"), the Trust will issue $_____________ aggregate initial principal amount of its Class A Floating Rate Class [ ] Asset Backed Notes Certificates, Series 1996-1 (the “"Class [ ] Notes”A Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Transferor is currently entering into a Class B Underwriting Agreement dated the date hereof (the "Class B Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $____________ aggregate initial principal amount of its Class B Floating Rate Class [ ] Asset Backed Notes Certificates, Series 1996-1 (the “"Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”B Certificates"). The Notes Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be sold conveyed by the Originators to the Transferor pursuant to an underwriting agreement the Receivables Purchase Agreement dated the date hereof as of December 1, 1996 (the “Note Underwriting "Receivables Purchase Agreement”") between the Depositor, KBUSA Originators and the RepresentativeTransferor. The Receivables will be conveyed by the Transferor to the Trust was formed, and the Certificates will be issued, issued pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale Pooling and Servicing Agreement, dated as of [ ]December 1, [ ] 1996 (as amended and supplemented from time to timethe "P&S") among the Transferor, the “Sale and Servicing Agreement”)Servicer, among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan ServicesPremium Financing Specialists, Inc., a Wisconsin corporation] as back-up servicer (“[Great Lakes]” or a “Subthe "Back-up Servicer”") and The First National Bank of Chicago, as trustee (the "Trustee"), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant Series 1996-1 Supplement to the Indenture P&S, to be dated as of [ ]___________, [ ] 1996 (as amended and supplemented from time to time, the “Indenture”"Supplement"), between the Indenture same parties. The P&S and the Supplement are referred to herein collectively as the "Pooling and Servicing Agreement." In addition, the Transferor, Servicer, [Back-up Servicer], Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement _____________ (the “Insurance Agreement”"Collateral Interest Holder") will enter into a Loan Agreement to be dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined belowthe "Loan Agreement") pursuant to which the Collateral Interest Holder will acquire _____________ aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), the Eligible Lender Trustee, acting on behalf of the Trust, which will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated act as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one Credit Enhancement for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliateCertificates. Capitalized terms used and herein (including in the Introductory hereto) that are not otherwise defined herein shall have the meanings given them ascribed thereto in Appendix A attached heretothe Pooling and Servicing Agreement.

Introductory. Key Consumer Receivables LLCATD MergerSub, a Delaware limited liability company, Inc. (the “DepositorCompany”, which term shall, upon its signing of the Assumption Agreement referred to below, mean American Tire Distributors, Inc. a Delaware corporation), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters several Initial Purchasers named in Schedule I A hereto (the “UnderwritersInitial Purchasers”), for whom you acting severally and not jointly, the respective amounts set forth in such Schedule A of $290,000,000 aggregate principal amount of the Company’s Senior Floating Rate Notes due 2012 (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed 10.750% Senior Notes due 2013 (the “Class [ ] Fixed Rate Notes” and”, and together with the Class [ ] Floating Rate Notes, the “Notes”). The Notes will be sold pursuant Banc of America Securities LLC has agreed to an underwriting agreement dated act as the date hereof representative (the “Note Underwriting AgreementRepresentative”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “several Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together Purchasers in connection with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part offering and sale of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part Notes. Each series of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture separate indentures, to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] ) (the “Subsequent Student LoansIndentures”), among the Company, the Guarantors (as defined below) and on or prior to the end of the Funding Period Wachovia Bank, National Association, as trustee (the “Other Student LoansTrustee”; and together with ). Notes issued in book-entry form will be issued in the Subsequent Student Loans and the Initial Financed Student Loansname of Cede & Co., as nominee of The Depository Trust Company (the “Financed Student LoansDepositary”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration AgreementDTC Blanket Letter of Representations, to be dated as of [ ], [ ] the Closing Date (as amended and supplemented from time to time, the “Administration DTC Letter”), from the Company to the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date substantially in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), among the Indenture TrusteeCompany, the Trust Guarantors and the Administrator. [KBUSA]Initial Purchasers, as cap provider pursuant to which the Company and the Guarantors will agree to file, within 120 days of the Closing Date, a registration statement (in such capacity, the “Cap ProviderRegistration Statement”), will enter into basis risk caps ) with the Trust, one for Securities and Exchange Commission (the benefit “Commission”) registering debt securities of the holders of Company with terms substantially identical to the Group I Notes (the “Group I Basis Risk CapExchange Notes”), and the other ) to be offered in exchange for the benefit of the Group II Notes (the “Group II Basis Risk Cap” Exchange Offer”) under the Securities Act of 1933, as amended (the “Securities Act”), which term includes the rules and regulations of the Commission promulgated thereunder. The payment of principal of, premium and Additional Interest (as defined in the applicable Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed (the “Guarantees”) on (A) a senior subordinated basis by Holdings (as defined below) and (B) a senior unsecured basis, jointly and severally by (i) each of the subsidiaries of the Company listed on Schedule B hereto (together with the Group I Basis Risk CapHoldings, collectively, the “Basis Risk Cap AgreementsGuarantors”) and (ii) each subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the applicable Indenture, and their respective successors and assigns. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities”. American Tire Distributors Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of affiliates of Investcorp S.A. executed a definitive merger agreement (the “Merger Agreement”) on February 4, 2005 with American Tire Distributors, Inc and the other parties thereto. Pursuant to the terms of the Merger Agreement, ATD MergerSub, Inc. (“MergerSub”), a wholly-owned subsidiary of Holdings, will merge with and into American Tire Distributors, Inc. on the Closing Date, with American Tire Distributors, Inc. as the surviving corporation. As a result of the merger and execution of the Assumption Agreement in the form of a 1992 ISDA Master Agreement with schedules and related confirmations theretoExhibit C hereto, each dated as of [ ]American Tire Distributors, [ ], whereunder the related Noteholders Inc. will be entitled, subject succeed to the limitations rights and obligations of MergerSub hereunder. In connection with the Basis Risk Cap Agreementsmerger, to receive payments from the Cap Provider Company will (i) enter into an amended and restated credit facility on the terms described in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans Offering Memorandum (the “Group I Put OptionAmended Credit Facility”), (ii) for the benefit receive a capital contribution from Holdings of approximately $218 million consisting of the holders proceeds from an investment in the equity of Holdings by affiliates of Investcorp S.A. and its co-investors and the Group I Notesco-sponsors, and the other with respect to the Group II Student Loans management’s equity in Holdings of $8 million and $51.480 million of aggregate principal amount at maturity of senior discount notes due 2013 (the “Group II Put Option” Holdings Notes”), (iii) issue the Notes, (iv) use the proceeds of such financings to cash out shares of the common and preferred stock of the Company and (v) repay most of the Company’s existing debt, including a discharge of the senior notes due in 2008, and pay fees and expenses in connection with the merger (the transactions set forth in clauses (i), (ii), (iv) and (v) above, together with the Group I Put Option, the “Put Options”) for the benefit consummation of the holders merger pursuant to the terms of the Group II Notes. Pursuant to each of Merger Agreement and the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified transactions described under “The Acquisition – The Related Transactions” in the Group II Cap AgreementOffering Memorandum (as defined below), the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are collectively referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Concurrent Transactions”). The Merger Agreement, the Trust Amended Credit Facility, this Agreement (including the Assumption Agreement, in the form of Exhibit C hereto, under which American Tire Distributors, Inc. and the Guarantors will issue its Trust Certificate become a party hereto), the Registration Rights Agreement, the DTC Letter and the Indentures are collectively referred to herein as the “Transaction Agreements”. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Trust CertificateSubsequent Purchasers”) representing at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indentures will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). The Company has prepared and delivered to each Initial Purchaser copies of a fractional undivided residual ownership interest Preliminary Offering Memorandum, dated March 8, 2005 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Company’s Offering Memorandum, dated March 23, 2005, including amendments or supplements thereto, any exhibits thereto, in the Trust most recent form that has been prepared and delivered by the Company to the Depositor Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities. Each of the Company and the Guarantors hereby confirms its designated affiliate. Capitalized terms used and not otherwise defined herein shall have agreements with the meanings given them in Appendix A attached hereto.Initial Purchasers as follows:

Introductory. Key Consumer Receivables LLCToyota Leasing, Inc., a Delaware limited liability company, California corporation (the “Depositor”"Transferor"), proposes to cause KeyCorp Student Loan Trust [ ] and Toyota Motor Credit Corporation, a California corporation ("TMCC"), hereby confirm their respective agreements with you and each of the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the other underwriters named in Schedule I hereto (the “"Underwriters”"), for whom you (the “Representative”) are acting as representativerepresentative (the "Representative"), with respect to the sale by the Transferor to the Underwriters of $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates" and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the Toyota Auto Lease Trust 1998-C (the "Securitization Trust") under the terms and conditions herein contained. Simultaneously with the issuance and sale of the Certificates as contemplated hereinClass A Certificates, the Transferor will cause the Trust will to issue $___________ [ ] aggregate principal amount of its Floating Adjustable Rate Auto Lease Asset Backed Certificates, Class B (the "Adjustable Rate Class B Certificates"), and $[ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ aggregate principal amount of its Floating Fixed Rate Auto Lease Asset Backed Certificates, Class B (the "Fixed Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” B Certificates" and, together with the Adjustable Rate Class [ ] NotesB Certificates, the “Notes”"Class B Certificates"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA Class B Certificates and the RepresentativeClass A Certificates are collectively referred to herein as the "Investor Certificates". The Trust was formed, and the Investor Certificates will be issued, issued pursuant to the Trust Agreementa securitization trust agreement, dated as of [ [November ], [ ], as amended and restated by 1998 (the Amended and Restated "Securitization Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust Transferor and [KBUSA]U.S. Bank National Association ("U.S. Bank"), as the swap counterparty trustee (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture "Securitization Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”"). The Initial Financed Student Loans Investor Certificates will be sold to represent undivided interests in the Eligible Lender Trustee on behalf of Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Depositor and Investor Certificates (the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”"Transferor Interest"). The Master Servicer has also entered into four certain sub-servicing agreements Class B Certificates will be subordinated to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance AgencyClass A Certificates, an agency of and the Commonwealth of Pennsylvania] certificate evidencing the Transferor Interest (“[PHEAA]” the "Transferor Certificate" and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansInvestor Certificates, the “Financed Student Loans”"Certificates") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant be subordinated to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap CounterpartyInvestor Certificates, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified extent described in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Securitization Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and herein that are not otherwise defined herein shall have the meanings given ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a certificate representing substantially all of a special unit of beneficial interest (the "1998-C SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1998-C SUBI Assets"). The assets of the Titling Trust (the "Titling Trust Assets") will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles and light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The 1998-C SUBI Insurance Certificate, representing interests in certain residual value insurance policies that are part of the 1998-C SUBI, will not be property of the Securitization Trust. The Titling Trust is expected to invest certain collections on the Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by TMCC pursuant to an indenture (the "Indenture") dated as of [November ], 1998, between TMCC and U.S. Bank, as trustee (in such capacity, the "Indenture Trustee"). The 1998-C SUBI (other than interests in certain Residual Value Insurance Policies) will be evidenced by a certificate (the "1998-C SUBI Certificate") issued to TMCC by the Titling Trust pursuant to the 1998-C Supplement (the "1998-C SUBI Supplement") dated [November ], 1998, to the Amended and Restated Trust and Servicing Agreement (the "Titling Trust Agreement") dated as of October 1, 1996, in each case, among TMCC, as grantor, initial beneficiary and servicer, TMTT, Inc., as trustee (the "Titling Trustee") and U.S. Bank, as trust agent (in such capacity, the "Trust Agent"). TMCC will transfer the 1998-C SUBI Certificate to the Transferor pursuant to the 1998-C SUBI Certificate Purchase and Sale Agreement between them (the "1998-C SUBI Certificate Sale Agreement"). The 1998-C SUBI Certificate will be transferred and assigned by the Transferor to the Securitization Trustee pursuant to the Securitization Trust Agreement. The Titling Trust Assets (including the 1998-C SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Series 1998-C SUBI Servicing Supplement to the Titling Trust Agreement dated as of September 1, 1998 (the "1998-C SUBI Servicing Supplement") among the Titling Trustee, TMCC and the Transferor. The Securitization Trust Agreement, the Titling Trust Agreement, the 1998-C SUBI Supplement, the 1998-C SUBI Servicing Supplement, the 1998-C SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), the TMCC SUBI Account Control Agreement, the 1998-C SUBI Account Control Agreement, the TLI SUBI Account Control Agreement, a swap agreement in Appendix A attached heretothe form of an ISDA master agreement and schedule thereto and confirmations relating thereto (together the "Swap Agreement") between the Securitization Trust and TMCC as swap counterparty (in such capacity the "Swap Counterparty"), the Indenture and the TMCC Demand Notes are referred to herein collectively as the "Basic Agreements".

Introductory. Key Consumer Receivables LLCCapitol Bancorp Ltd., a Michigan corporation (the "Company"), and its financing subsidiary Capitol Trust I, a Delaware limited liability company, business trust (the “Depositor”"Trust," and hereinafter together with the Company the "Offerors"), proposes to cause KeyCorp Student Loan propose that the Trust [ ] issue and sell 2,200,000 of the Trust's 8.50% Cumulative Trust Preferred Securities with a liquidation amount of $10.00 per preferred security representing undivided beneficial interests in the assets of the Trust (the “Trust”"Preferred Securities"), to be issued under the Trust Agreement (as hereinafter defined), the terms of which are more fully described in the Prospectus (as hereinafter defined) to Robe▇▇ ▇. ▇▇▇▇▇ & ▇o. Incorporated, Stif▇▇, ▇▇▇▇▇▇▇▇ & ▇ompany Incorporated and Howe ▇▇▇n▇▇ ▇▇▇estments, Inc. (the "Underwriters"), who are acting severally and not jointly. The aforementioned Preferred Securities to be sold to the Underwriters are herein called "Firm Preferred Securities." In addition, the Offerors have agreed to grant to the Underwriters an option to purchase up to 330,000 additional Preferred Securities (the "Option Preferred Securities") as provided in section 5(c) hereof. The Firm Preferred Securities and, to the extent such option is exercised, the Option Preferred Securities are hereinafter collectively referred to as the "Designated Preferred Securities." The Offerors propose that the Trust issue the Designated Preferred Securities pursuant to an Amended and Restated Trust Agreement among The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, the Administrative Trustee named therein, and the Company in substantially the form previously delivered to the Underwriters. This trust agreement is referred to in this Agreement as the "Trust Agreement." The Company will purchase from the Trust its common securities ("Common Securities"). In connection with the issuance of the Designated Preferred Securities, the Company proposes (i) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates Subordinated Debentures (the “Certificates”"Debentures") to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement Indenture, dated as of December 18, 1997, between the date hereof Company and The First National Bank of Chicago as Indenture Trustee (the “Note Underwriting Agreement”"Indenture") between and (ii) to guarantee the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, Designated Preferred Securities pursuant to the Trust a Guarantee Agreement, dated as of [ ]December 18, [ ]1997, between the Company and The First National Bank of Chicago, as amended Guarantee Trustee (the Robe▇▇ ▇. ▇▇▇▇▇ & ▇o. Incorporated December 15, 1997 "Guarantee"), to the extent described in the Guarantee. Pursuant to an Agreement as to Expenses and restated by the Amended and Restated Trust AgreementLiabilities, dated as of [ ]December 18, [ ] 1997, between the Company and the Trust (as further amended and supplemented from time to time, collectively"Expense Agreement"), the “Trust Agreement”) among Company has guaranteed payment of all of the DepositorTrust's costs, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) expenses and [ ], as Delaware trustee (the “Delaware Trustee”). The assets liabilities other than obligations of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part to pay holders of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in Designated Preferred Securities amounts due such capacity, the “Seller”), holders pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf terms of the Depositor (the “Depositor Eligible Lender Trustee”)Designated Preferred Securities. The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust AgreementGuarantee, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Expense Agreement and the Put Options] this Agreement are collectively referred to herein in this Agreement as the “Basic "Operative Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. " Capitalized terms used and not otherwise defined herein shall in this Agreement without definition have the respective meanings given them specified in Appendix A attached hereto.the Prospectus (as hereinafter defined). The Underwriters have advised the Offerors that the Underwriters propose to make a public offering of their respective portion of the Designated Preferred Securities as soon hereafter as in their judgment is advisable and that the public offering price of the Designated Preferred Securities initially will be $10.00 per security. The Offerors hereby confirm their agreements with the Underwriters as follows:

Introductory. Key Consumer Receivables Capital One Auto Receivables, LLC, a Delaware limited liability company, company (the “DepositorSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), proposes to cause KeyCorp Student Loan Trust [ ] (confirm their agreement with the “Trust”) to issue Representatives and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the other underwriters named in Schedule I hereto the applicable Terms Agreement (collectively, the “Underwriters”), for whom you () as follows: The Seller proposes to sell to the “Representative”) are acting as representative. Simultaneously with Underwriters the issuance and sale notes of the Certificates classes designated in the applicable Terms Agreement (as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes hereinafter defined) (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will are to be sold pursuant to an underwriting agreement dated the date hereof issued by Capital One Prime Auto Receivables Trust 2007-1, a Delaware statutory trust (the “Note Underwriting AgreementIssuer”) between under the Depositor, KBUSA and Indenture (the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement“Indenture”), dated as of [ ]the Closing Date, [ ]between the Issuer and Deutsche Bank Trust Company Americas, as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware indenture trustee (the “Delaware Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Trust include certain graduate, undergraduate and career education student loans Issuer (collectively, the “Initial Financed Student LoansTrust Estate”). Such Initial Financed Student Loans will be ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due Issuer under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ]the Closing Date, [ ] by and among the Seller, the Issuer, COAF and the Indenture Trustee (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among (ii) the TrustReceivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Eligible Lender TrusteeLimited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, KBUSAdated as of the Closing Date, as master servicer between the Seller and COAF (in such capacitythe “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the “Master Servicer”), Issuer will enter into an interest rate swap agreement with the Depositor and KBUSA, as administrator Initial Swap Counterparty to hedge the floating interest rate on the Class A-4 Notes (in such capacity, the “AdministratorInterest Rate Swap Agreement”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency terms of the Commonwealth of Pennsylvania] Notes are set forth in the Registration Statement (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”defined below) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date related Prospectus (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned as supplemented by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] a Prospectus Supplement (as amended and supplemented from time to time, the “Administration Agreement”defined below), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and herein but not otherwise defined herein or in the Terms Agreement (as defined below) shall have the meanings given them such terms in Appendix A attached heretoto the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to as the “Prospectus.”

Introductory. Key Consumer Receivables LLCIt is proposed that Fleet National Bank, as trustee under each of the Trusts (as defined below) (each, a Delaware limited liability company, (the “Depositor”"Trustee"), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates to Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, as underwriter (the “Certificates”) to "Underwriter"), its pass through certificates in the underwriters named in aggregate principal amounts set forth on Schedule I hereto and with the interest rates and final distribution dates set forth on Schedule II hereto (the “Underwriters”), for whom you ("Offered Certificates") on the “Representative”) are acting as representative. Simultaneously with the issuance terms and sale of the Certificates as contemplated conditions stated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Offered Certificates will be issued, issued pursuant to the Trust Agreementa pass through trust agreement, dated as of [ ]June __, [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee 1997 (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”"Basic Agreement"), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation four separate supplements thereto, dated as of [ ]June __, [ ]1997 (each, a "Trust Supplement" and together with the Basic Agreement, collectively, the "Pass Through Trust Agreements") between America West Airlines, Inc., a Delaware corporation (the "Company"), and the Trustee, relating to the creation and administration of America West Airlines Pass Through Trust Series 1997-1A (the "Class A Trust"), America West Airlines Pass Through Trust Series 1997-1B (the "Class B Trust"), America West Airlines Pass Through Trust Series 1997-1C (the "Class C Trust") and America West Airlines Pass Through Trust Series 1997-1D (the "Class D Trust" and, together with the Class A Trust, the Class B Trust and [KBUSA], as the swap counterparty (in such capacityClass C Trust, the “Swap Counterparty”"Trusts"). Certain amounts of interest payable on the Offered Certificates to be issued by the Class A Trust, the Class B Trust and the Class C Trust will be entitled to the benefits of a separate liquidity facility for each such Trust. Kredietbank N.V., acting through its New York branch (the "Liquidity Provider"), an interest rate cap agreement for the Group II Notes will enter into three irrevocable revolving credit agreements (the “Group II Cap Agreement”each, a "Liquidity Facility"), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, to be dated as of [ ]June __, [ ]1997, between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Offered Certificates issued by the Class II-[ ] NotesA Trust, the Class II-[ ] Notes B Trust and the Class II-[ ] Notes (collectivelyC Trust, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”)2 respectively. The Initial Financed Student Loans Liquidity Provider and the holders of the Offered Certificates will be sold entitled to the Eligible Lender Trustee on behalf benefits of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Intercreditor Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ]June __, [ ] 1997 (the "Intercreditor Agreement") among the Trusts, Fleet National Bank, as subordination agent (the "Subordination Agent"), and the Liquidity Provider. The Leases (as amended and supplemented from time defined in the Pass Through Trust Agreements) provide that the aggregate amounts unconditionally payable by the Company under the Leases will be at least sufficient to timepay in full when due all scheduled amounts required to be paid on the Equipment Notes, although the Equipment Notes (as defined in the Pass Through Trust Agreements) are not obligations of the Company or guaranteed by the Company. Capitalized terms used but not defined herein have the meanings assigned to them in the Pass Through Trust Agreements, or, if not defined therein, the “Indenture”)meanings specified in each of the four Indentures referred to in such Pass Through Trust Agreements or in each of the four Leases referred to in such Indentures. The Company understands that the Underwriter proposes to make an offering of the Offered Certificates on the terms, between the Indenture Trustee and the Trust. To provide credit support subject to the Group II Insured Notes only, conditions and in the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (manner set forth in the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date Prospectus (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic DocumentsSection 5 hereof.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCMetris Receivables, Inc. (the "Transferor"), a Delaware limited liability companycorporation, and a wholly owned subsidiary of Metris Companies Inc. (the “Depositor”"Metris"), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes Securities, Series 1998-3, Class A (the “"Class [ ] Notes”A Securities" or the "Offered Securities") of the Metris Master Trust (the "Trust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of receivables (the "Receivables") arising under certain MasterCard, VISA or other revolving consumer credit accounts (the "Accounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the P&S (as hereinafter defined), the "Servicer") to Metris pursuant to an Amended and Restated Bank Receivables Purchase Agreement dated as of July 30, 1998 between Metris and Direct Merchants Bank (as supplemented and amended from time to time, the "Bank Purchase Agreement"), then subsequently sold by Metris to the Transferor pursuant to an Amended and Restated Purchase Agreement dated as of July 30, 1998 between Metris and the Transferor (as supplemented and amended from time to time, the "Purchase Agreement") and then transferred by the Transferor to the Trust pursuant to an Amended and Restated Pooling and Servicing Agreement dated July 30, 1998 (as supplemented and amended from time to time, the "P&S") among the Transferor, the Servicer and The Bank of New York (Delaware), as trustee, (the "Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1998-3 Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". The $___________ principal amount of its Floating Rate Asset-Backed Securities, Series 1998-3, Class [ ] Asset Backed Notes B (the “"Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”B Securities") between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ]Pooling and Servicing Agreement and, [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansOffered Securities, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents"Investor Securities.” Simultaneously " Certain distributions with respect to the issuance Class A Securities will be insured by MBIA Insurance Corporation (the "Securities Insurer") pursuant to a financial guarantee insurance policy (the "Policy") and sale an insurance and reimbursement agreement to be dated as of the Certificates as contemplated herein Closing Date (the "Insurance and Reimbursement Agreement") among the Transferor, Direct Merchants Bank, the Trustee and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Securities Insurer. The Bank Purchase Agreement, the Trust will issue its Trust Certificate (Purchase Agreement, the “Trust Certificate”) representing a fractional undivided residual ownership interest in Insurance and Reimbursement Agreement and the Trust Pooling and Servicing Agreement are collectively referred to as the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto"Designated Agreements".

Introductory. Key Consumer Receivables LLCBank One, a Delaware limited liability companyTexas, N.A. (the “Depositor”"Seller"), proposes to cause KeyCorp Student Loan Trust [ ] BANC ONE AUTO GRANTOR TRUST 1997-A (the “"Trust”") to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ __principal amount of its Floating Rate Class [ ] A ___% Asset Backed Notes Certificates (the “"Class [ ] Notes”A Certificates") and $___________ __principal amount of its Floating Rate Class [ ] B ___% Asset Backed Notes Certificates (the “"Class [ ] Notes” B Certificates" and, together with the Class [ ] NotesA Certificates, the “Notes”). The Notes will be sold pursuant "Certificates") and the Seller proposes to an underwriting agreement dated sell the date hereof Certificates to the several underwriters named in Schedule I attached hereto (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”"Underwriters"). The assets of the Trust include include, among other things, a pool of retail receivables generated from time to time pursuant to motor vehicle retail installment sale contracts (the "Receivables") secured by new or used automobiles, vans or light-duty trucks financed thereby (the "Financed Vehicles"), and certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor monies received thereunder on or about [ ]after May 31, [ ] 1997 (the “Closing "Cutoff Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”"), pursuant and the other property and the proceeds thereof to be conveyed to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale Pooling and Servicing Agreement to be dated as of May 31, 1997 (the "Pooling and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), ") among the Trust, the Eligible Lender Trustee, KBUSASeller, as master seller and the Seller, as servicer (in such capacity, the “Master "Servicer”") and Bankers Trust Company, a New York banking corporation, as trustee (the "Trustee"). Pursuant to the Pooling and Servicing Agreement, the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, Seller in its capacity as a sub-servicerSeller will sell the Receivables to the Trustee, a “Sub-Servicer”) acting on behalf of Trust, and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain in its capacity as Servicer will service the Receivables on behalf of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student LoansTrust. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”)In addition, pursuant to that the Pooling and Servicing Agreement, the Servicer will agree to perform certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodianadministrative tasks. The Notes Certificates will be issued pursuant to the Indenture Pooling and Servicing Agreement. Each of the Affiliated Banks sold Receivables originated by such Affiliated Bank to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee Seller and the Trust. To provide credit support related Subservicer agreed to perform as servicer of the related Receivables pursuant to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance applicable Sale and Servicing Agreement (the “Insurance each, a "Sale and Servicing Agreement”") dated as of [ ]July 1, [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate1996. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached heretothe Pooling and Servicing Agreement.

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, The FNANB Credit Card Master Note Trust (the “Depositor”"Note Trust"), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”)issues, for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee asset backed securities (the “Eligible Lender Trustee”"Notes") and [ ]in one or more series (each, as Delaware trustee (the “Delaware Trustee”a "Series"). The assets property of the Trust include consists of a collateral certificate representing an interest in the FNANB Credit Card Master Trust (the "Certificate Trust"). The property of the Certificate Trust includes receivables (the "Receivables") generated from time to time in a portfolio of credit card accounts (the "Accounts"), collections thereon and certain graduate, undergraduate and career education student loans related property (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired "Trust Property") conveyed to the Certificate Trust by the Trust from the Depositor on or about [ ]DC Funding International, [ ] Inc. (the “Closing Date”"Transferor"). The Initial Financed Student Loans Notes to which this agreement applies will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), issued pursuant to the Student Loan Transfer AgreementMaster Indenture, dated as of [ July [__], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] 2002 (as amended and amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “"Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”"), between the Indenture Trustee Note Trust and the Trust. To provide credit support to the Group II Insured Notes onlyJPMorgan Chase Bank, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement as indenture trustee (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator"Indenture Trustee"), the Trustas supplemented by an indenture supplement relating to each series of such Notes (each, the an "Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; Supplement" and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement"Indenture"). To the extent not defined herein, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them specified in Appendix the Master Indenture and the applicable Indenture Supplement. Each offering of the Notes to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representative or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Notes to which this Agreement shall apply, it will enter into an agreement (a "Terms Agreement") providing for the sale of such Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute such Terms Agreement and agree thereby to become obligated to purchase Notes from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Notes offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of the Notes of each Series and Class of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Transferor, the aggregate amount of Notes to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A attached hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes.

Introductory. Key Consumer Receivables LLCTellurian Inc., a Delaware limited liability companycorporation (“Company”), agrees with R▇▇▇ Capital Partners, LLC that it shall act as placement agent (the “DepositorPlacement Agent”), proposes along with Citigroup Global Markets Inc. (“Citi”) in respect of the Company’s issuance and sale to cause KeyCorp Student Loan Trust [ ] the Purchasers (as defined below) of $500,000,000 principal amount of the 6.00% Convertible Senior Secured Notes due 2025 (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “NotesOffered Securities”). The Notes Offered Securities will be sold pursuant to an underwriting agreement dated convertible into shares of common stock, par value $0.01 per share, of the date hereof Company (the “Note Underwriting AgreementCommon Stock”) between on the Depositor, KBUSA and the Representative. The Trust was formedterms, and the Certificates will be issued, pursuant subject to the Trust Agreementconditions, dated as of [ ], [ ], as amended and restated by set forth in the Amended and Restated Trust Agreement, dated as of [ ], [ ] Indenture (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”defined below). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Offered Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture indenture dated on or about June 3, 2022 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture to be dated as of [ ]on or about June 3, [ ] 2022 between the Company, the Trustee and the collateral agent named therein (as amended the “Collateral Agent”) (the “Supplemental Indenture” and supplemented from time to timetogether with the Base Indenture, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement . (the “Insurance Agreement”a) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After On the Closing Date (as defined below), the Eligible Lender TrusteeTellurian Investments LLC, acting on behalf a direct wholly owned subsidiary of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] Company (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk CapInvestments”), and the other for Collateral Agent shall execute and deliver the benefit of the Group II Notes Pledge Agreement (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapPledge Agreement”), the “Basis Risk Cap Agreements”) each pursuant to which Investments will grant a first priority security interest (subject to certain Permitted Liens (as defined in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject Indenture)) to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking associationCollateral Agent, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) collateral agent for the benefit of the holders of the Group I NotesNotes in all of the equity interests held by Investments in Tellurian Production Holdings LLC (“Production LLC”). This Agreement, the Pledge Agreement and the Indenture are collectively referred to as the “Transaction Documents.” (b) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent and Citi shall be the exclusive placement agents in connection with the offering and sale by the Company of the Offered Securities pursuant to the Company's Registration Statement (as defined below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent, Citi and the Purchasers (as defined below). The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. (c) The term of the exclusive engagement of the Placement Agent and Citi will be until the completion of the Offering; provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the other with respect Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit ability of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor Placement Agent or its designated affiliateAffiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. Capitalized As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and not otherwise construed under Rule 405 under the Act (as defined herein shall have the meanings given them in Appendix A attached heretobelow).

Introductory. Key Consumer Receivables LLCUnited Rentals (North America), Inc., a Delaware limited liability company, corporation (the “DepositorCompany”), proposes proposes, subject to cause KeyCorp Student Loan Trust [ ] (the “Trust”) terms and conditions stated herein, to issue and sell $[ ] to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$210,000,000 principal amount of its Class [ ] Asset Backed Certificates 10¾% Senior Notes Due April 15, 2008 (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the date hereof Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Note Underwriting Agreement”) between the DepositorSubsidiary Guarantors” and, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectivelytogether with Holdings, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware TrusteeGuarantors”). The assets Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans Company that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by becomes a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”hereinafter defined), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be under an indenture dated as of [ ]December 17, [ ] 2002 (as amended and supplemented from time to time, the “Indenture”), between among the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes onlyCompany, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement Guarantors and The Bank of New York, as trustee (the “Insurance Trustee”). The Notes and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”. Concurrently with the consummation of the issue and sale of the Offered Securities as set forth herein the Company will obtain an amendment (the “Amendment”) to the terms of the credit agreement dated as of April 20, 2001 (as amended, the “Credit Agreement”) dated as of [ ], [ ] by and among the Securities InsurerHoldings, the DepositorCompany, KBUSAUnited Rentals of Canada, Inc., the lenders party thereto, The Chase Manhattan Bank, The Chase Manhattan Bank of Canada, JPMorgan, a division of Chase Securities Inc., Banc of America Securities LLC, Bank of America, N.A., Credit Suisse First Boston, Citicorp North America, Inc. and Fleet National Bank. The Amendment (the “Amendment”) will be in the form attached hereto as Exhibit A. The Company will use the proceeds of the Notes on the Closing Date to repay amounts outstanding under its capacities existing term loan and to repay borrowings under its revolving credit facility, as Sellerprovided in the Amendment. The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”)from the lenders required to effect the Amendment. This Agreement, Master Servicer and Administratorthe Registration Rights Agreement (as hereinafter defined), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] Guaranties are referred to herein as the “Basic Operative Documents.” Simultaneously with the issuance and sale ”. Holders (including subsequent transferees) of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant Offered Securities will be entitled to the Trust Agreement, benefit of a Registration Rights Agreement dated the Trust will issue its Trust Certificate Closing Date (the “Trust CertificateRegistration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors will be obligated to file with the Securities and Exchange Commission (the “Commission”) representing (i) a fractional undivided residual ownership interest registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the “Exchange Securities”), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the Trust Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Depositor or its designated affiliateSecurities Act. Capitalized terms used The Company and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.Guarantors jointly and severally agree with the several Purchasers as follows:

Introductory. Key Consumer Receivables LLCPP&L Capital Trust (the "Trust"), a Delaware limited liability company, statutory business trust organized under the Business Trust Act (the “Depositor”"Delaware Act") of the State of Delaware (Chapter 38, Title --------------- /SM/ "Trust Originated Preferred Securities" and "TOPrS" are service marks of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. 12, of the Delaware Code, 12 Del. C. (S)(S) 3801 et seq.), proposes to cause KeyCorp Student Loan Trust [ ] -- --- and Pennsylvania Power & Light Company, a Pennsylvania corporation (the “"Company" and, together with the Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates , the "Offerors"), confirm their agreement (the “Certificates”"Agreement") to with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), and the other underwriters named in Schedule I A hereto (collectively the “"Underwriters”" which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you with respect to the sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Trust Originated Preferred Securities (Liquidation Amount of $25 per Preferred Security) of the Trust ("Preferred Securities") set forth in Schedule A hereto. The Preferred Securities will be fully, irrevocably and unconditionally guaranteed by the Company as and to the extent described in the Prospectus (the “Representative”"Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement"), dated as of _________, 1997, between the Company and The Chase Manhattan Bank, as trustee (the "Guarantee Trustee"). The Preferred Securities and the related Guarantee are acting referred to herein as representativethe "Securities". Simultaneously with Certain terms of the issuance and Securities are set forth in Schedule B hereto. The Offerors understand that the Underwriters propose to make a public offering of the Securities. The entire proceeds from the sale of the Certificates as contemplated herein, Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), as guaranteed by the Company as and to the extent set forth in the Prospectus pursuant to the Guarantee Agreement, and will issue $be used by the Trust to purchase junior subordinated deferrable interest debentures (the "Junior Subordinated Debentures") issued by the Company. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, dated as of _______________, 1997 (the "Trust Agreement"), among the Company, as Depositor, ______________ principal amount --------------- /SM/ "Trust Originated Preferred Securities" and "TOPrS" are service marks of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. and $___________ principal amount _____, as administrative trustees (each of its Floating Rate Class [ ] Asset Backed Notes whom is an employee of the Company) (the “Class [ ] Notes” and"Administrative Trustees"), with the Class [ ] NotesThe Chase Manhattan Bank, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof as property trustee (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed"Property Trustee"), and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ]Chase Manhattan Bank Delaware, as Delaware trustee (the “"Delaware Trustee”" and, together with the Administrative Trustees and the Property Trustees, the "Trustees"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy Junior Subordinated Debentures will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreementindenture, dated as of [ ]_________, [ ] 1997 (as amended and supplemented from time to time, the “Administration Agreement”"Indenture"), among between the Company and The Chase Manhattan Bank, as trustee (the "Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”"), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer CNH Capital Receivables LLC, a Delaware limited liability company, company (the “DepositorSeller”), proposes to cause KeyCorp Student Loan CNH Equipment Trust [ ] 200X-Y (the “Trust”) to issue and sell $[ ] $ principal amount of its Class [ ] % Asset Backed Certificates (the “Certificates”) ), each representing a fractional undivided interest in the Trust, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “RepresentativeRepresentatives”). The assets of the Trust include, among other things, [a pool of fixed rate retail installment sale contracts, retail installment loans and consumer installment loans] (the “Receivables”) secured by [new or used agricultural, construction or other equipment] and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are acting serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed [Systems & Services Technologies, Inc. (“SST”)] to act as representativebackup servicer, of the Receivables pursuant to the Backup Servicing Agreement, dated as of [Month Day], 200X (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, [SST], as backup servicer, and the Indenture Trustee. The Certificates will be issued pursuant to the Trust Agreement to be dated as of [Month Day], 200X (as amended and supplement from time to time, the “Trust Agreement”), between the Seller, as Depositor, and [Wilmington Trust Company], as trustee (the “Trust Trustee”). Simultaneously with the issuance and sale of the Certificates as contemplated hereinin this Agreement, the Trust will issue $___________ $ principal amount of its Floating Rate % Class [ ] A-1 Asset Backed Notes (the “Class [ ] A-1 Notes”) and $___________ ), $ principal amount of its Floating Rate % Class [ ] A-2 Asset Backed Notes (the “A-2 Notes”); $ principal amount of % Class [ ] A-3 Asset Backed Notes (the “A-3 Notes” and”); $ principal amount of % Class A-4a Asset Backed Notes (the “A-4a Notes”) and $ principal amount of Floating Rate Class A-4b Asset Backed Notes (the “A-4b Notes”, together with the A-4a Notes, the “A-4 Notes”) and $ principal amount of % Class [ ] B Notes (the “Class B Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes and the Class B Notes, the “Notes”). The Notes will , to be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust ; together with this Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust AgreementUnderwriting Agreements”) among the DepositorSeller, [ ]CNHCA and you, as Eligible Lender Trustee (representative of the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”)several Underwriters named in Schedule I thereto. The assets of Notes and the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that Certificates are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are sometimes referred to collectively herein as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student LoansSecurities.” The Depositor will purchase all of Capitalized terms used and not otherwise defined herein shall have the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and meanings ascribed to them in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, Agreement to be dated as of [ [Month Day], [ ] 200X (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSASeller and New Holland, as master servicer (in such capacityservicer, the “Master Servicer”)or, the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” andif not defined therein, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” the Indenture or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ [Month Day], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] 200X (as amended and supplemented from time to time, the “IndentureTrust Agreement”), between the Indenture Trustee Seller and the Trust. To provide credit support to the Group II Insured Notes only[Wilmington Trust Company], the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement as trustee (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, The FNANB Credit Card Master Note Trust (the “Depositor”"Note Trust"), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”)issues, for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee asset backed securities (the “Eligible Lender Trustee”"Notes") and [ ]in one or more series (each, as Delaware trustee (the “Delaware Trustee”a "Series"). The assets property of the Trust include will consist of a collateral certificate representing an interest in the FNANB Credit Card Master Trust (the "Certificate Trust"). The property of the Certificate Trust includes receivables (the "Receivables") generated from time to time in a portfolio of credit card accounts (the "Accounts"), collections thereon and certain graduate, undergraduate and career education student loans related property (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired "Trust Property") conveyed to the Certificate Trust by the Trust from the Depositor on or about [ ]DC Funding International, [ ] Inc. (the “Closing Date”"Transferor"). The Initial Financed Student Loans Notes to which this agreement applies will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), issued pursuant to the Student Loan Transfer AgreementMaster Indenture, to dated as of [ ]July 1, [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] 2002 (as amended and amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “"Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”"), between the Indenture Trustee Note Trust and the Trust. To provide credit support to the Group II Insured Notes onlyJPMorgan Chase Bank, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement as indenture trustee (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator"Indenture Trustee"), the Trustas supplemented by an indenture supplement relating to each series of such Notes (each, the an "Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; Supplement" and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement"Indenture"). To the extent not defined herein, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them specified in Appendix the Master Indenture and the applicable Indenture Supplement. Each offering of the Notes to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representative or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Notes to which this Agreement shall apply, it will enter into an agreement (a "Terms Agreement") providing for the sale of such Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute such Terms Agreement and agree thereby to become obligated to purchase Notes from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Notes offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of the Notes of each Series and Class of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Transferor, the aggregate amount of Notes to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A attached hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes.

Introductory. Key Consumer Receivables LLCRayonier TRS Holdings Inc., a Delaware limited liability company, corporation (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] agrees with the several initial purchasers named in Schedule A hereto (the “TrustPurchasers”) ), subject to the terms and conditions stated herein, to issue and sell $[ ] to the several Purchasers U.S.$250,000,000 principal amount of its Class [ ] Asset Backed Certificates 3.75% Senior Exchangeable Notes due 2012 (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] NotesFirm Securities”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant also proposes to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant grant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented Purchasers an option exercisable from time to timetime by Credit Suisse to purchase an aggregate of up to an additional $50,000,000 in aggregate principal amount (“Optional Securities”, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private LoansFirm Securities, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer AgreementSecurities”) between KBUSAof its 3.75% Senior Exchangeable Notes due 2012, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled each to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture under an indenture, to be dated as of [ ]October 16, [ ] 2007 (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee Company, the Guarantor and the TrustThe Bank of New York, N.A., as Trustee. To provide credit support The Securities will be unconditionally guaranteed as to the Group II Insured Notes onlypayment of principal and interest by Rayonier Inc., the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement a North Carolina corporation (the “Insurance Agreement”) dated as of [ ], [ ] by Guarantor” and among the Securities Insurersuch guarantee, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator“Guarantee”), the Trust, the Indenture Trustee . The Firm Securities and the Eligible Lender TrusteeOptional Securities which the Purchasers may elect to purchase pursuant to Section 3, together with the Guarantee, are herein collectively called the “Offered Securities”. After The Securities will be exchangeable, subject to certain conditions set forth in the Closing Date (as defined below)Indenture, at the Eligible Lender Trustee, acting on behalf option of the Trustholder for shares of common stock, will acquire certain additional student loans on or prior to [ ]no par value, [ ] of the Guarantor (the “Subsequent Student LoansCommon Stock”) and on or prior ), in accordance with the terms of the Offered Securities. The holders of the Offered Securities will be entitled to the end benefits of a Registration Rights Agreement of even date herewith among the Funding Period Company and the Purchasers (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Registration Rights Agreement”), among pursuant to which the Indenture Trustee, Company agrees to file a registration statement with the Trust Commission registering the resale of the Offered Securities and the Administrator. [KBUSA]Underlying Shares, as cap provider (in such capacityhereinafter defined, under the “Cap Provider”), will enter into basis risk caps Securities Act. The Company hereby agrees with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated several Purchasers as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.follows:

Introductory. Key Consumer Receivables LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company, corporation (the “"Depositor”"), proposes to cause KeyCorp Student Loan Trust [ ] form one or more real estate mortgage investment conduits (the “"Trust”) "), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (such series of securities, the "Series 2004-C1 Securities"). The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell $[ ] principal amount of its Class [ ] Asset Backed Certificates to you, as underwriters (the “Certificates”) to "Underwriters" and, individually, an "Underwriter"), those classes of the underwriters named in Series 2004-C1 Securities as are identified on Schedule I hereto (the “Underwriters”classes of securities identified on Schedule I hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, for whom you (percentage interest or beneficial interest in the “Representative”) are acting as representativeTrust. Simultaneously with the issuance and sale of the Certificates as contemplated herein, The terms on which the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes the Certificates will be specified in the Prospectus (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”as defined herein). The Notes property of the Trust will consist of a pool of 262 fixed rate mortgage loans, secured by 283 multifamily and commercial properties (collectively, the "Mortgage Loans") that will be sold purchased by the Depositor from Column Financial, Inc. (the "Column Mortgage Loan Seller"), PNC Bank, National Association (the "PNC Bank Mortgage Loan Seller"), KeyBank National Association (the "KeyBank Mortgage Loan Seller") and NCB, FSB (the "NCB Mortgage Loan Seller" and together with the Column Mortgage Loan Seller, the PNC Bank Mortgage Loan Seller and the KeyBank Mortgage Loan Seller, the "Mortgage Loan Sellers"), pursuant to an underwriting agreement those certain Mortgage Loan Purchase Agreements, each dated the date hereof as of February 26, 2004 (the “Note Underwriting "Mortgage Loan Purchase Agreements"), and will (except in two cases) be serviced by Midland Loan Services, Inc., KeyCorp Real Estate Capital Markets, Inc. and NCB, FSB as master servicers (collectively, the "Master Servicers"), and Lennar Partners, Inc. and National Consumer Cooperative Bank as special servicer (together, the "Special Servicers"), pursuant to that certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement”) between "), dated as of March 11, 2004, by and among the Depositor, KBUSA the Master Servicers, the Special Servicers and Wells Fargo Bank, N.A., as trustee (▇▇▇ "Trustee") and custodian, and certain related property to be conveyed to the RepresentativeTrust by the Depositor (the "Trust Fund"). The Trust was formedMortgage Loans will be transferred to the Trust, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as Pooling and Servicing Agreement. The offering of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support Certificates made pursuant to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date Registration Statement (as defined below), ) will be made through you as underwriters. Schedule I shall specify the Eligible Lender Trustee, acting on behalf principal or notional balance of each class of the Trust, will acquire certain additional student loans on or prior Certificates to [ ], [ ] (the “Subsequent Student Loans”) be issued and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level terms thereof not otherwise specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the Indenture, the Trust classes of Certificates subject to this Agreement, the Student Loan Transfer Agreementsprice at which such Certificates are to be purchased by the Underwriters from the Depositor, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements aggregate amount of Certificates to be purchased by you and the Put Options] initial public offering price or the method by which the price at which such Certificates are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale be sold will be determined. The offering of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting will be governed by this Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCDUKE ENERGY CAPITAL TRUST [ ], a Delaware limited liability company, statutory ------------ business trust (the “Depositor”"Trust"), proposes to cause KeyCorp Student Loan Trust [ ] and DUKE ENERGY CORPORATION, a North Carolina corporation (the “Trust”) to "Corporation"), propose that the Trust issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters Underwriters named in Schedule I hereto (the “"Underwriters”") % Trust Preferred Securities (liquidation amount $25 per preferred security), for whom you representing preferred undivided beneficial interests in the assets of the Trust (the “Representative”"Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) are acting (the "Guarantee") and the Trust and the Corporation hereby agree with you as representativehereinafter set forth in this Agreement. Simultaneously with The entire proceeds from the issuance and sale of the Certificates as contemplated herein, Preferred Securities will be combined with the entire proceeds from the sale by the Trust will issue $___________ principal amount to the Corporation of its Floating Rate Class common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series [ ] Asset Backed % Junior Subordinated Notes due , 20 (the “Class [ ] "Notes”") and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (to be issued by the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Corporation. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] 199 (as further amended and supplemented from time to time, collectively, the “"Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"), among the Trust, the Eligible Lender Trustee, KBUSACorporation, as master servicer (in such capacityDepositor, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodiantrustees named therein. The Notes will be issued pursuant to the Indenture to be a Subordinated Indenture, dated as of [ ], [ ] 199 (as amended and supplemented from time to time, the “"Original Indenture”"), between the Indenture Trustee Corporation and the Trust. To provide credit support to the Group II Insured Notes onlyThe Chase Manhattan Bank, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) as Trustee, as supplemented by a Supplemental Indenture, dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] 199 (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; "Supplemental Indenture," and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Original Indenture, the "Indenture"). The Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Guarantee and the Put Options] Indenture are sometimes collectively referred to herein as the “Basic Documents"Corporation Agreements.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto."

Introductory. Key Consumer Receivables Capital One Auto Receivables, LLC, a Delaware limited liability company, company (the “DepositorSeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), proposes to cause KeyCorp Student Loan Trust [ ] (confirm their agreement with the “Trust”) to issue Representatives and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the other underwriters named in Schedule I hereto the applicable Terms Agreement (collectively, the “Underwriters”), for whom you () as follows: The Seller proposes to sell to the “Representative”) are acting as representative. Simultaneously with Underwriters the issuance and sale notes of the Certificates classes designated in the applicable Terms Agreement (as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes hereinafter defined) (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will are to be sold pursuant to an underwriting agreement dated the date hereof issued by Capital One Prime Auto Receivables Trust 2007-2, a Delaware statutory trust (the “Note Underwriting AgreementIssuer”) between under the Depositor, KBUSA and Indenture (the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement“Indenture”), dated as of [ ]the Closing Date, [ ]between the Issuer and Deutsche Bank Trust Company Americas, as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware indenture trustee (the “Delaware Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Trust include certain graduate, undergraduate and career education student loans Issuer (collectively, the “Initial Financed Student LoansTrust Estate”). Such Initial Financed Student Loans will be ) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due Issuer under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ]the Closing Date, [ ] by and among the Seller, the Issuer, COAF and the Indenture Trustee (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among (ii) the TrustReceivable Files, (iii) the Eligible Lender Trustee, KBUSA, as master servicer (security interests in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans subVehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-serviced with each of [Pennsylvania Higher Education Assistance AgencyOff Date, an agency (v) any other property securing the Receivables, (vi) the rights of the Commonwealth of Pennsylvania] (“[PHEAA]” and, Issuer to the funds on deposit from time to time in its capacity as a sub-servicer, a “Sub-Servicer”) the Trust Accounts and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” any other account or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”)Closing Date, between the Indenture Trustee Seller and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement COAF (the “Insurance Purchase Agreement”) dated and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee defined below) and the Eligible Lender Trustee. After the Closing Date related Prospectus (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned as supplemented by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] a Prospectus Supplement (as amended and supplemented from time to time, the “Administration Agreement”defined below), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and herein but not otherwise defined herein or in the Terms Agreement (as defined below) shall have the meanings given them such terms in Appendix A attached heretoto the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement are hereinafter referred to as the “Prospectus.”

Introductory. Key Consumer Receivables First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware limited liability company, (company formed under the “Depositor”)laws of the State of Nebraska, proposes to cause KeyCorp Student Loan First National Master Note Trust [ ] (the “TrustIssuer”) to issue and sell $[ [___] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $A Floating Rate [___________ principal amount of its Floating Rate Class [ ] ]% Asset Backed Notes Notes, Series 2007-1 (the “Class [ A Notes”), $[___] principal amount of Class B Floating Rate [___]% Asset Backed Notes, Series 2007-1 (the “Class B Notes”) and $[___] principal amount of Class C Floating Rate [________ principal amount of its Floating Rate Class [ ] ]% Asset Backed Notes Notes, Series 2007-1 (the “Class [ ] C Notes” and”, and together with the Class [ ] A Notes and the Class B Notes, the “Notes”) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives (the “Representatives”). The Notes will be sold Issuer is a Delaware statutory trust formed pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”a) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the a Trust Agreement, dated as of October 16, 2002 (the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to The Bank of New York) (“BNYTC”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of April [ ], [ ]2007 (the “Indenture Supplement,” and together with the Master Indenture, as amended and restated by the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the First Bankcard Master Credit Card Trust (the “Certificate Trust”), issued pursuant to the Second Amended and Restated Trust Pooling and Servicing Agreement, dated as of [ ]October 24, [ ] 2002 (as further amended and supplemented from time to time, collectivelysupplemented, the “Trust Pooling and Servicing Agreement”) ), among the DepositorFNF LLC, [ ]First National Bank of Omaha, as Eligible Lender Trustee a national banking association (the “Eligible Lender TrusteeBank”), as servicer (the “Servicer”) and [ ]BNYTC (successor to The Bank of New York), as Delaware trustee (the “Delaware Certificate Trust Trustee”), and the Collateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement (the “Collateral Supplement” and together with the Pooling and Servicing Agreement, the “Pooling and Servicing Agreement”). The assets of the Certificate Trust include include, among other things, certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] amounts due (the “Closing DateReceivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Initial Financed Student Loans will be divided into two pools of student loans, Receivables are transferred to the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), Certificate Trust pursuant to the Student Loan Transfer Pooling and Servicing Agreement. The Receivables transferred to the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of [ ]October 24, [ ] 2002 (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacityamended, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Receivables Purchase Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes Transferor and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”)Bank. The Initial Financed Student Loans will be sold Collateral Certificate was transferred by the Transferor to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee Issuer pursuant to the Sale Transfer and Servicing Agreement, dated as of [ ]October 24, [ ] 2002 (as amended and supplemented from time to time, the “Sale Transfer and Servicing Agreement”), among the TrustTransferor, the Eligible Lender Trustee, KBUSABank, as master servicer (in such capacityServicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the “Master ServicerAdministration Agreement”), between the Depositor and KBUSABank, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” Issuer. The Transfer and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Servicing Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, Agreement and the Administration AgreementAgreement are referred to herein, collectively, as the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are “Transaction Documents.” This Underwriting Agreement is referred to herein as the this “Basic DocumentsAgreement.” Simultaneously To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Transferor has prepared and filed with the issuance Securities and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate Exchange Commission (the “Trust CertificateCommission”) representing in accordance with the provisions of the Securities Act of 1933 (the “Act”), a fractional undivided residual ownership interest in registration statement on Form S-3 (having the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.registration number 333-140273), including a

Introductory. Key Consumer Receivables LLCInvesco Mortgage Capital Inc., a Delaware limited liability company, Maryland corporation (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] agrees with the several Underwriters named in Schedule A hereto (the “TrustUnderwriters”) to issue and sell $[ ] principal amount to the several Underwriters 20,000,000 shares (“Firm Securities”) of its Class [ ] Asset Backed Certificates common stock, par value $0.01 per share (“Common Stock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional shares of Common Stock (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “CertificatesOffered Securities.” Pursuant to the Agreement of Limited Partnership (“OP Agreement”) to the underwriters named in Schedule I hereto of IAS Operating Partnership, LP, a Delaware limited partnership (the “UnderwritersOperating Partnership”), for whom you upon receipt of the net proceeds of (a) the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, Firm Securities on the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] First Closing Date (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”defined below) and (iib) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee Optional Securities on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Optional Closing Date (as defined below), the Eligible Lender TrusteeCompany will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (“OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (“Company OP Units”). Concurrently with the execution of this Agreement, acting on behalf of (a) the TrustCompany and Invesco Institutional (N.A.), will acquire certain additional student loans on or prior to [ ]Inc., [ ] a Delaware corporation (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option ProviderManager”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans a Securities Purchase Agreement (the “Group I Put OptionShare Purchase Agreement”) for pursuant to which the benefit of Company will agree to sell the holders of the Group I NotesManager, and the other with respect Manager will agree to purchase from the Group II Student Loans Company, at a purchase price of $20.00 per share, 100,000 shares of Common Stock (the “Group II Put Option” Manager Shares”), and together (b) the Operating Partnership and Invesco Investments (Bermuda) Ltd., a Bermuda company (the “Invesco OP Unit Purchaser”) will enter into a Securities Purchase Agreement (the “OP Unit Purchase Agreement”) pursuant to which the Operating Partnership agree to sell to the Invesco OP Unit Purchaser, and the Invesco OP Unit Purchaser will agree to purchase from the Operating Partnership, at a purchase price of $20.00 per OP Unit, 1,900,000 OP Units (the “Invesco Purchaser OP Units”). Concurrently with the Group I Put Optionclosing of the purchase and sale of the Firm Securities, the Company, the Operating Partnership and IAS Asset I LLC (the “Put OptionsTRS”) for will enter into the benefit Management Agreement (“Management Agreement”) with the Manager, pursuant to which the Manager will act as the manager and adviser of the holders Company, the Operating Partnership, the TRS and their respective subsidiaries. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has agreed to reserve a portion of the Group II Notes. Pursuant Shares to each of be purchased by it under this Agreement for sale to the Put OptionsCompany’s directors, if officers, employees and business associates and other parties related to the related Put Option is exercisedCompany (collectively, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition“Participants”), to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates as set forth in the Group II Cap AgreementProspectus under the heading “Underwriters” (the “Directed Share Program”). The Sale Shares to be sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Servicing Agreement, its affiliates pursuant to the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] Directed Share Program are referred to herein hereinafter as the “Basic Documents.” Simultaneously with Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the issuance and sale end of the Certificates business day on which this Agreement is executed will be offered to the public by the Underwriters as contemplated herein and the sale of the Notes as contemplated set forth in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached heretoProspectus.

Introductory. Key Consumer Receivables LLCPPL Electric Utilities Corporation, a Delaware limited liability company, Pennsylvania corporation (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (sell, and the “Certificates”) to the underwriters several Underwriters named in Schedule I hereto Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “RepresentativeRepresentatives”) are acting as representative. Simultaneously with ), propose, severally and not jointly, to purchase, upon the issuance terms and sale of the Certificates as contemplated conditions set forth herein, the Trust will issue $___________ 25,000,000 aggregate principal amount of its Floating Rate Class [ ] Asset Backed Notes the Company’s Senior Secured Bonds, 7.125% Series due 2013 (the “Class [ ] NotesBonds”) to be issued under an Indenture, dated as of August 1, 2001, between the Company and $___________ principal amount The Bank of its Floating Rate Class [ ] Asset Backed Notes New York Mellon, as trustee thereunder (the “Class [ ] Notes” andTrustee”), with the Class [ ] Notesas supplemented by Supplemental Indenture No. 8 (“Supplemental Indenture No. 8”), to be dated as of October 1, 2008 (as so supplemented, the “NotesIndenture”). The Notes Bonds will be sold pursuant part of the same series as the $375,000,000 aggregrate principal amount of the Company’s 7.125% Senior Secured Bonds due 2013 that were offered on October 14, 3008, increasing the aggregrate principal amount of the series to an underwriting agreement dated the date hereof $400,000,000. The Bonds will be initially secured by mortgage bonds (the “Note Underwriting AgreementMortgage Bonds”) between to be issued by the Depositor, KBUSA and Company in a like aggregate principal amount as the Representative. The Trust was formed, and the Certificates will be issued, Bonds pursuant to the Trust AgreementCompany’s Mortgage and Deed of Trust, dated as of [ ]October 1, [ ]1945, to Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, successor to ▇▇▇▇▇▇ Guaranty Trust Company of New York, formerly Guaranty Trust Company of New York), as trustee thereunder (the “Mortgage Trustee”), as amended and restated supplemented by seventy indentures supplemental thereto (the Amended “Mortgage and Restated Trust AgreementDeed of Trust”), dated and as of [ ], [ ] (as further to be amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the NonSeventy-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Seventh Supplemental Indenture to be dated as of [ ]October 1, [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement 2008 (the “Insurance AgreementSeventy-Seventh Supplemental Indenture ”) dated as (such Mortgage and Deed of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of threeSeventy-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are Seventh Supplemental Indenture being hereinafter collectively referred to herein as the “Basic Documents.” Simultaneously Mortgage”). The Company has filed with the issuance Securities and sale Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-132574-03) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the Certificates as contemplated herein rules and the sale regulations of the Notes Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as contemplated in amended (the Note Underwriting Agreement, and pursuant to “Securities Act”). Such registration statement covers the Trust registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Trust Company will issue prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Trust Certificate Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Trust CertificateExchange Act”) representing which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a fractional undivided residual ownership interest part of or included in the Trust to Registration Statement, such preliminary prospectus or the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have Prospectus, as the meanings given them in Appendix A attached heretocase may be.

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] ComEd Financing III (the “Trust”), a Delaware statutory trust organized under the Statutory Trust Act (the “Delaware Act”) of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. §§ 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the “Company” and, together with the Trust, the “Offerors”), propose to issue and sell $[ ] principal from time to time Trust Preferred Securities. The Trust Preferred Securities will be issued by the Trust as 6.35% Trust Preferred Securities (liquidation amount of its Class [ ] Asset Backed Certificates $1,000 per security) with the terms specified in Schedule I hereto representing undivided beneficial interests in the assets of the Trust (the “CertificatesPreferred Securities”). The Preferred Securities will be guaranteed by the Company (the “Guarantee” and, together with the Preferred Securities, the “Offered Securities”), to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Preferred Securities Guarantee Agreement (the “Preferred Securities Guarantee”) to be dated as of the Closing Date (as defined below) between the Company and Wilmington Trust Company as Trustee (the “Guarantee Trustee”). The Offerors propose to sell to the underwriters named in Schedule I II hereto (the “Underwriters”), ) for whom you are acting as Representative (the “Representative”) are acting 200,000 Offered Securities as representativeset forth in Schedule II hereto. Simultaneously with The entire proceeds from the issuance and sale of the Certificates as contemplated herein, Offered Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and will issue be used by the Trust to purchase $___________ 206,186,000 in aggregate principal amount of its Floating Rate Class [ ] Asset Backed 6.35% Junior Subordinated Deferrable Interest Notes due March 15, 2033 (the “Class [ ] Subordinated Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (issued by the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Company. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust AgreementDeclaration of Trust, to be dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee Closing Date (the “Eligible Lender Declaration”), among the Company, as sponsor, ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as administrative trustees (the “Administrative Trustees”), Wilmington Trust Company, as property trustee (the “Property Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private LoansProperty Trustee and the Administrative Trustees, the “Financed Private LoansTrustees”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor Subordinated Notes will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), be issued pursuant to the Student Loan Transfer Agreementan indenture, dated as of [ ]September 1, [ ] 1995 (as heretofore supplemented and as supplemented by a Fourth Supplemental Indenture dated as of the date hereof (the “Student Loan Transfer AgreementSupplemental Indenture”) between KBUSA), the Depositor “Indenture”), between the Company and [ ]Wilmington Trust Company, as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Debenture Trustee”). The Group I Notes Preferred Securities issued in book-entry form will be entitled issued to receive payments Cede & Co. as nominee of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will Depository Trust Company (“DTC”) pursuant to a letter agreement, to be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets dated as of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], Closing Date (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing DTC Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor Property Trustee and KBUSA, as administrator (in such capacity, the “Administrator”)DTC. The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer Offered Securities and the Custodian. The Subordinated Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are hereinafter collectively referred to herein as the “Basic DocumentsSecurities.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Santander Drive Auto Receivables LLC, a Delaware limited liability company, company (the “Seller” or “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] and Santander Consumer USA Inc., an Illinois corporation (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “UnderwritersSC”), for whom you confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the “Representative”) are acting ), as representative. Simultaneously with the issuance and sale representative of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes several underwriters (the “Class [ ] Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-1, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) and $___________ principal amount pursuant to the Indenture, dated as of its Floating Rate Class [ ] Asset Backed Notes the Closing Date (as defined below) (the “Class [ ] Notes” andIndenture”), with between the Class [ ] NotesIssuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated assets of the date hereof Issuer (the “Note Underwriting AgreementTrust Estate”) between the Depositorconsist of all money, KBUSA accounts, chattel paper, general intangibles, goods, instruments, investment property and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets other property of the Trust include certain graduateIssuer, undergraduate and career education student loans including without limitation (collectively, i) the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be Receivables acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due Issuer under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] the Closing Date (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), by and among the TrustSeller, the Eligible Lender Issuer, SC, as servicer, and the Indenture Trustee, KBUSAthe Related Security relating thereto and Collections thereon after the Cut-Off Date, as master servicer (in such capacityii) all Receivable Files, (iii) the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency rights of the Commonwealth of Pennsylvania] Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”other than the Certificate Distribution Account) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of [ ], [ ] the Closing Date (as amended and supplemented from time to time, the “IndenturePurchase Agreement”), between the Indenture Trustee Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date related Prospectus (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and herein but not otherwise defined herein or in the Terms Exhibit shall have the meanings given them such terms in Appendix A attached heretoto the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the Notes and the method of distribution thereof. Prior to the date and time of the first Contract of Sale (as defined in Section 4(j) hereof) for the Notes (the “Time of Sale”), the Seller had prepared (i) Issuer Free Writing Prospectus(es) (as defined in Section 16(a)(iii) hereof) issued at or prior to the Time of Sale and (ii) the Preliminary Prospectus, dated January 11, 2023 (subject to completion). As used herein,

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Offered Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representativein book-entry form in minimum denominations of US$100,000 each. The Trust was formedManager has prepared and filed with the United States Securities and Exchange Commission (the "Commission") in accordance with the provisions of the United States Securities Act of 1933, as amended, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended rules and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets regulations of the Trust include certain graduate, undergraduate and career education student loans Commission promulgated thereunder (collectively, the “Initial Financed Student Loans”"Securities Act"), a registration statement, including a prospectus, relating to the Offered Notes. Such Initial Financed Student Loans The Offered Notes will be acquired constituted by, issued subject to, and have the benefit of, a note trust deed (the "Note Trust Deed") dated on or about [o] between the Issuer, the Trust Manager and The Bank of New York (the "Note Trustee"), and will be issued pursuant to the Master Trust Deed (the "Master Trust Deed") dated 2 December 1999 between Perpetual Trustees Victoria Limited and Interstar Securities (Australia) Pty Limited, as it applies to the Issuer by reason of the Notice of Creation of Trust under which the Issuer becomes trustee of the Millennium Series 2003-1G Trust pursuant to the terms of the Master Trust Deed (the "Notice of Creation of Trust") to be given by the Trust from Manager and the Depositor on or about [ ]Servicer, [ ] the Series Notice (the “Closing Date”). The Initial Financed Student Loans will "Series Notice") to be divided entered into two pools of student loansby, among others, the first group will consist of Financed Student Loans that are reinsured by Issuer, the United States Department of Education Trust Manager, the Servicer, Interstar Nominees (the “Department”B) Pty Limited, Interstar Nominees (N) Pty Limited, and Interstar Nominees (R) Pty Limited (collectively, the “Financed Federal Loans”"Approved Sellers"). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” Note Trustee and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ]Perpetual Trustee Company Limited, as eligible lender security trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”"Security Trustee"), an interest rate cap agreement for and the Group II Notes Agency Agreement (the “Group II Cap "Agency Agreement”)", in and together with the form Master Trust Deed, the Notice of a 1992 ISDA Master Agreement with a schedule Creation of Trust, the Note Trust Deed and related confirmation theretothe Series Notice, dated as of [ ]the "Note Issuance Documents") to be entered into by the Issuer, [ ], between the Trust Manager, the Servicer and [KBUSA], the Note Trustee (including in its capacities as the cap counterparty principal paying agent (in such capacity, the “Cap Counterparty”"Principal Paying Agent") and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer calculation agent (in such capacity, the “Master Servicer”"Calculation Agent"), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company, corporation (the “"Depositor”"), proposes to cause KeyCorp Student Loan Trust [ form one or more real estate mortgage investment conduits (the "Trust"), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series [_____-___] (such series of securities, the “Trust”) "Series [_____-___] Securities" or the "Securities"). The Depositor further proposes, subject to issue the terms and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates conditions stated in this underwriting agreement (the “Certificates”) "Agreement"), to sell you, as underwriters (the underwriters named in "Underwriters" and each, an "Underwriter"), those classes of the Series [_____-___] Securities as are identified on Schedule I hereto (the “Underwriters”classes of securities identified on Schedule I hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, for whom you (percentage interest or beneficial interest in the “Representative”) are acting as representativeTrust. Simultaneously with the issuance and sale of the Certificates as contemplated herein, The terms on which the Trust will issue $the Certificates will be specified in the Prospectus (as defined herein). The property of the Trust will consist of a pool of [___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $fixed rate mortgage loans, secured by [___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes multifamily and commercial properties (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. (the “Class [ "Column Mortgage Loan Seller") and [LIST EACH ADDITIONAL MORTGAGE LOAN SELLER, AS APPLICABLE) (the "[__________] Notes” and, Mortgage Loan Seller" and together with the Class [ ] NotesColumn Mortgage Loan Seller, the “Notes”"Mortgage Loan Sellers"), pursuant to those certain Mortgage Loan Purchase Agreements, each dated as of [__________], 200[__] (the "Mortgage Loan Purchase Agreements"), and will be serviced by [__________], as master servicer (the "Master Servicer"), and [__________], as special servicer (the "Special Servicer"), of the Mortgage Loans, pursuant to that certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be dated as of [__________], 200[__], by and among the Depositor, the Master Servicer, the Special Servicer and [__________], as trustee (the "Trustee"), and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Notes Mortgage Loans will be sold pursuant transferred to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formedTrust, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as Pooling and Servicing Agreement. The offering of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support Certificates made pursuant to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date Registration Statement (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, ) will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purposebe made through you as underwriters. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one This Agreement provides for the benefit sale of the holders of the Group I Notes (the “Group I Basis Risk Cap”)such Certificates to, and the other for purchase and offering thereof by, you, as underwriters (the benefit "Underwriters" and each, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Group II Notes (the “Group II Basis Risk Cap” Certificates to be issued and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level terms thereof not otherwise specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the Indenture, the Trust Classes of Certificates subject to this Agreement, the Student Loan Transfer Agreementsprice at which such Certificates are to be purchased by the Underwriters from the Depositor, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements aggregate amount of Certificates to be purchased by you and the Put Options] initial public offering price or the method by which the price at which such Certificates are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale be sold will be determined. The offering of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting will be governed by this Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCNationwide Financial Services Capital Trust, a statutory business trust organized under the laws of Delaware ("Trust"), and Nationwide Financial Services, Inc., a Delaware limited liability companycorporation, as depositor of the Trust ("Depositor of the “Depositor”Trust") and as Guarantor ("Guarantor"), proposes to cause KeyCorp Student Loan propose that the Trust [ ] (the “Trust”) to issue and sell $[ ] principal 100,000,000 aggregate liquidation amount of its Class [ ] Asset Backed Certificates the Trust's ___% Capital Securities (Liquidation Amount, $1,000 per capital Security) ("Offered Securities") as set forth below, guaranteed on a subordinated basis by the “Certificates”) Guarantor as to the underwriters named payment of distributions, and as to payments on liquidation or redemption, to the extent set forth in Schedule I hereto a guarantee agreement (the “Underwriters”"Guarantee") between Guarantor and Wilmington Trust Company, as trustee ("Guarantee Trustee"), for whom you . The Trust is to purchase ___% Junior Subordinated Deferrable Interest Debentures Due 2037 (the “Representative”"Subordinated Debentures") are acting as representative. Simultaneously with the issuance and sale of the Certificates Guarantor to be issued pursuant to an Indenture ("Indenture") between the Guarantor and Wilmington Trust Company, as contemplated herein, the trustee ("Debenture Trustee"). The Trust will issue purchase these Subordinated Debentures using the proceeds from the Offered Securities and with an aggregate of up to $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools proceeds of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of its common securities to the Certificates as contemplated herein and the sale Depositor of the Notes as contemplated in the Note Trust ("Common Securities"). This Underwriting Agreement, as amended, supplemented or modified from time to time is referred to herein as "this Agreement." Credit Suisse First Boston Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and pursuant ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated are collectively referred to in this Agreement as the "Representatives." Each of the Trust Agreement, and the Trust will issue its Trust Certificate Guarantor jointly and severally hereby agrees with the several underwriters named in Schedule A hereto (the “Trust Certificate”"Underwriters") representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.that:

Introductory. Key Consumer Receivables Sunnova ▇▇▇ ▇▇ Issuer, LLC, a Delaware limited liability company, company (the “DepositorIssuer”), proposes proposes, subject to cause KeyCorp Student Loan Trust [ ] the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “UnderwritersInitial Purchaser”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] 2.73% Solar Asset Backed Notes Notes, Series 2020-2, Class A (the “Class [ ] A Notes”) and $___________ principal amount of its Floating Rate Class [ ] the 5.47% Solar Asset Backed Notes Notes, Series 2020-2, Class B (the “Class [ ] B Notes” and, and together with the Class [ ] A Notes, the “Notes”), in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). The Notes will be sold pursuant to an underwriting agreement dated On the date hereof Closing Date, Sunnova ▇▇▇ ▇▇ Holdings, LLC, a Delaware limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova ▇▇▇ ▇▇ Depositor, LLC, a Delaware limited liability company (the “Note Underwriting Depositor”) and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement), dated as of [ ]the Closing Date, [ ], as amended pursuant to which: (i) Sunnova Sol Holdings will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and restated by (iii) the Amended and Restated Trust AgreementIssuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee Closing Date (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware TrusteeIndenture”). The assets of , by and between the Trust include certain graduate, undergraduate Issuer and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA▇▇▇▇▇ Fargo Bank, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller▇▇▇▇▇ Fargo”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender indenture trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”). Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the holders of Noteholders to secure the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold Pursuant to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreementa transaction management agreement, dated as of [ ]the Closing Date, [ ] by and between the Issuer and Sunnova TE Management, LLC, a Delaware limited liability company (as amended and supplemented from time to time, the “Sale and Servicing AgreementSunnova Management”), among Sunnova Management will provide certain administrative, collection and other management services to the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (Issuer and in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency respect of the Commonwealth of Pennsylvania] (“[PHEAA]” andManaging Members and the interest, rights and obligations thereof. Finally, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together connection with the Subsequent Student Loans and the Initial Financed Student Loanstransaction, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator Sunnova Energy will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreementdeliver a performance guaranty, dated as of [ ]the Closing Date, [ ] (as amended in favor of the Issuer and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one Trustee for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”)Noteholders. The Issuer, Depositor [***] = Certain information has been excluded from this exhibit because it is both not material and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject would likely cause competitive harm to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes company if publicly disclosed. and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the “Basic Documents.Sunnova NPA Parties”. The Sunnova NPA Parties, and together with Sunnova Management, Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each Project Company are referred to herein as a “Sunnova Entity” Simultaneously with and collectively, the issuance and sale “Sunnova Entities”. The Securities Act of the Certificates 1933, as contemplated herein amended, and the sale of the Notes rules and regulations promulgated thereunder, is herein referred to as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust CertificateSecurities Act”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and in this Agreement but not otherwise defined herein shall have the meanings given them set forth in Appendix the “Standard Definitions” attached as Annex A attached heretoto the Indenture.

Introductory. Key Consumer Receivables LLCDDi Corp., a California corporation ("DDI") proposes that DDi Corp., a Delaware limited liability company, corporation into which it will merge (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”"DDI MERGER CO.") to will issue and sell $[ ] principal amount __________ shares of its Class [ ] Asset Backed Certificates common stock, par value $.01 per share ("SECURITIES" and such _________ shares of Securities being hereinafter referred to as the “Certificates”"FIRM SECURITIES"), following completion of the Reclassification (as defined herein) to For purposes of this Agreement, the underwriters named in Schedule I hereto "COMPANY" shall mean (the “Underwriters”a), for whom you all periods prior to the Reclassification, DDi and (b), for all periods following the “Representative”) are acting as representative. Simultaneously with the issuance and sale Reclassification, DDi Merger Co. (which shall be named DDi Corp. upon completion of the Certificates as contemplated hereinReclassification). The Company also proposes to sell to the Underwriters, at the Trust will issue $option of the Underwriters, an aggregate of not more than _________ additional shares of its Securities (such ______________ principal amount additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of its Floating Rate Class [ ] Asset Backed Notes the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the “Class [ ] Notes”"DESIGNATED UNDERWRITER") and $has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to _____________ principal amount of its Floating Rate Class [ ] Asset Backed Notes shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”"DIRECTED SHARE PROGRAM"). The Notes Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to an underwriting agreement dated this Agreement at the date hereof (public offering price. Any Directed Shares not subscribed for by the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates end of this business day on which this Agreement is executed will be issued, pursuant offered to the Trust Agreement, dated as of [ ], [ ], as amended and restated public by the Amended and Restated Trust Agreement, dated Underwriters as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), set forth in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”)Prospectus. The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” On or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After soon after the Closing Date (as defined belowherein), pursuant to a Share Purchase Agreement (the Eligible Lender Trustee"PURCHASE AGREEMENT") dated March 22, acting on behalf 2000 by and between the Company and the shareholders of MCM Electronics Limited ("MCM"), DDi Merger Co. will acquire all of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] outstanding capital stock of MCM (the “Subsequent Student Loans”"ACQUISITION") for a purchase price of approximately $___ million, payable in cash, _________ shares of Securities and on or prior to the end assumption of the Funding Period $______ million in debt (the “Other Student Loans”; and together "ACQUISITION CONSIDERATION"). The Company hereby agrees with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”several Underwriters named in Schedule A hereto ("UNDERWRITERS") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.follows:

Introductory. Key Consumer Receivables Sunnova Helios IX Issuer, LLC, a Delaware limited liability companycompany (the “Issuer”), proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), the 5.00% Solar Loan Backed Notes, Series 2022-B, Class A (the “Class A Notes”) and the 6.00% Solar Loan Backed Notes, Series 2022-B, Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”), in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). On the Closing Date, Sunnova ABS Holdings IX, LLC, a Delaware limited liability company (“Sunnova ABS Holdings IX”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Helios IX Depositor, LLC, a Delaware limited liability company (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] and the Issuer will enter into a sale and contribution agreement (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “UnderwritersContribution Agreement”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ]the Closing Date, [ ], as amended pursuant to which: (i) Sunnova ABS Holdings IX will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova ABS Holdings IX; and restated by (iii) the Amended and Restated Trust AgreementIssuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee Closing Date (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware TrusteeIndenture”). The assets of , by and between the Trust include certain graduate, undergraduate Issuer and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USAWilmington Trust, National Association, a national banking association (“KBUSA,” and in such capacity, the “SellerWilmington Trust”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender indenture trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”). Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the holders of Noteholders to secure the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold Pursuant to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreementa management agreement, dated as of [ ]the Closing Date, [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities InsurerIssuer, Sunnova ABS Management, LLC, a Delaware limited liability company (“Sunnova Management” and together with Sunnova Energy, the Issuer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer Sunnova ABS Holdings IX and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansSunnova Intermediate Holdings, the “Financed Student LoansSunnova Entities”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition), the Administrator will perform certain administrative duties on behalf of the Trust as manager, and Wilmington Trust, as transition manager, and pursuant to the Administration Agreementa servicing agreement, dated as of [ ]the Closing Date, [ ] (as amended by and supplemented from time to time, the “Administration Agreement”), among the Indenture TrusteeIssuer, Sunnova Management, as servicer, and Wilmington Trust, as backup servicer, Sunnova Management will provide certain operations and maintenance and administrative services to the Trust Issuer. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one Indenture Trustee for the benefit of the holders Noteholders. The Securities Act of the Group I Notes (the “Group I Basis Risk Cap”)1933, as amended, and the other for the benefit of the Group II Notes (rules and regulations promulgated thereunder, is herein referred to as the “Group II Basis Risk Cap” Securities Act”. Capitalized terms used in [***] = Certain information has been excluded from this exhibit because it is both not material and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject would likely cause harm to the limitations of company if publicly disclosed. this Agreement but not otherwise defined shall have the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates meanings set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, “Standard Definitions” attached as Annex A to the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCTellurian Inc., a Delaware limited liability companycorporation (“Company”), agrees with Citigroup Global Markets Inc. that it shall act as placement agent (the “Placement Agent”), along with R▇▇▇ Capital Partners, LLC (“R▇▇▇”) in respect of the Company’s issuance and sale to the Purchasers (as defined below) of $500,000,000 principal amount of the 6.00% Convertible Senior Secured Notes due 2025, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “NotesOffered Securities”). The Notes Offered Securities will be sold pursuant to an underwriting agreement dated convertible into shares of common stock, par value $0.01 per share, of the date hereof Company (the “Note Underwriting AgreementCommon Stock”) between on the Depositor, KBUSA and the Representative. The Trust was formedterms, and the Certificates will be issued, pursuant subject to the Trust Agreementconditions, dated as of [ ], [ ], as amended and restated by set forth in the Amended and Restated Trust Agreement, dated as of [ ], [ ] Indenture (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”defined below). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Offered Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture indenture dated on or about June 3, 2022 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture to be dated as of [ ]on or about June 3, [ ] 2022 between the Company, the Trustee and the collateral agent named therein (as amended the “Collateral Agent”) (the “Supplemental Indenture” and supplemented from time to timetogether with the Base Indenture, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement . (the “Insurance Agreement”a) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After On the Closing Date (as defined below), the Eligible Lender TrusteeTellurian Investments LLC, acting on behalf a direct wholly owned subsidiary of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] Company (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk CapInvestments”), and the other for Collateral Agent shall execute and deliver the benefit of the Group II Notes Pledge Agreement (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapPledge Agreement”), the “Basis Risk Cap Agreements”) each pursuant to which Investments will grant a first priority security interest (subject to certain Permitted Liens (as defined in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject Indenture)) to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking associationCollateral Agent, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) collateral agent for the benefit of the holders of the Group I NotesNotes in all of the equity interests held by Investments in Tellurian Production Holdings LLC (“Production LLC”). This Agreement, the Pledge Agreement and the Indenture are collectively referred to as the “Transaction Documents.” (b) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent and R▇▇▇ shall be the exclusive placement agents in connection with the offering and sale by the Company of the Offered Securities pursuant to the Company's Registration Statement (as defined below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent, R▇▇▇ and the Purchasers (as defined below). The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. (c) The term of the exclusive engagement of the Placement Agent and R▇▇▇ will be until the completion of the Offering; provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the other with respect Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit ability of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor Placement Agent or its designated affiliateAffiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. Capitalized As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and not otherwise construed under Rule 405 under the Act (as defined herein shall have the meanings given them in Appendix A attached heretobelow).

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, The FNANB Credit Card Master Note Trust (the “Depositor”"Note Trust"), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”)issues, for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee asset backed securities (the “Eligible Lender Trustee”"Notes") and [ ]in one or more series (each, as Delaware trustee (the “Delaware Trustee”a "Series"). The assets property of the Trust include will consist of a collateral certificate representing an interest in the FNANB Credit Card Master Trust (the "Certificate Trust"). The property of the Certificate Trust includes receivables (the "Receivables") generated from time to time in a portfolio of credit card accounts (the "Accounts"), collections thereon and certain graduate, undergraduate and career education student loans related property (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired "Trust Property") conveyed to the Certificate Trust by the Trust from the Depositor on or about [ ]DC Funding International, [ ] Inc. (the “Closing Date”"Transferor"). The Initial Financed Student Loans Notes to which this agreement applies will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), issued pursuant to the Student Loan Transfer AgreementMaster Indenture, to dated as of [ ]July 1, [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] 2002 (as amended and amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “"Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”"), between the Indenture Trustee Note Trust and the Trust. To provide credit support to the Group II Insured Notes onlyJPMorgan Chase Bank, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement as indenture trustee (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator"Indenture Trustee"), the Trustas supplemented by an indenture supplement relating to each series of such Notes (each, the an "Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; Supplement" and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement"Indenture"). To the extent not defined herein, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them specified in Appendix the Master Indenture and the applicable Indenture Supplement. Each offering of the Notes to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representatives or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Notes to which this Agreement shall apply, it will enter into an agreement (a "Terms Agreement") providing for the sale of such Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute such Terms Agreement and agree thereby to become obligated to purchase Notes from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Notes offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of the Notes of each Series and Class of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Transferor, the aggregate amount of Notes to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A attached hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes.

Introductory. Key Consumer Receivables WFN Credit Company, LLC (“WFN LLC, a Delaware limited liability company, ”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “TrustIssuer”) to issue and sell $[ ] 500,000,000 aggregate principal amount of its World Financial Network Credit Card Master Note Trust Class [ ] A Fixed Rate Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”)Notes, for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes Series 2024-A (the “Class [ ] A Notes”), $44,521,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series 2024-A (the “Class M Notes”) and $___________ 25,685,000 aggregate principal amount of its Floating World Financial Network Credit Card Master Note Trust Class B Fixed Rate Class [ ] Asset Backed Notes Notes, Series 2024-A (the “Class [ ] B Notes” and”) (collectively, with the Class [ ] A Notes, the Class M Notes and the Class B Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class B Notes and the Class M Notes (collectively referred to WFN 2024-A Underwriting Agreement herein as the “Retained Notes”) will be sold retained by WFN LLC (referred to herein as the “Retained Note Transaction”). ▇.▇. ▇▇▇▇▇▇ Securities LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives”. The Issuer is a Delaware statutory trust formed pursuant to (a) an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA Amended and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Restated Trust Agreement, dated as of [ ]August 1, [ ]2001, between WFN LLC, as transferor (the “Transferor”), and Citicorp Trust Delaware, National Association (“Citicorp Trust”), as successor to U.S. Bank Trust National Association (“USBTNA”), as owner trustee (the “Owner Trustee”), as amended and restated by the First Amendment to the Amended and Restated Trust Agreement, dated as of [ ]May 25, [ ] 2021, between the Transferor and the Owner Trustee, and as supplemented by the Agreement of Resignation, Appointment and Acceptance (the “Agreement of Resignation”), dated as of May 25, 2021, by and among the Transferor, USBTNA, as resigning Owner Trustee, and Citicorp Trust, as successor Owner Trustee (as further heretofore amended and supplemented from time to time, collectivelysupplemented, the “Trust Agreement”), and (b) among the Depositorfiling of a certificate of trust with the Secretary of State of Delaware on July 27, [ ]2001, as Eligible Lender Trustee (amended by the “Eligible Lender Trustee”) and [ ]Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, as filed with the Secretary of State of Delaware trustee (the “Delaware Trustee”)on May 25, 2021. The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans Notes will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), issued pursuant to the Student Loan Transfer Agreementa Master Indenture, dated as of [ ]August 1, [ ] (2001, as amended by the “Student Loan Transfer Agreement”) between KBUSAOmnibus Amendment referred to below, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”)Supplemental Indenture No. The Group I Notes will be entitled 1 to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation theretoIndenture, dated as of [ ]August 13, [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity2003, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Supplemental Indenture No. 2 to Master Agreement with a schedule and related confirmation theretoIndenture, dated as of [ ]June 13, [ ]2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, the Supplemental Indenture No. 7 to Master Indenture, dated as of June 11, 2020, and the Supplemental Indenture No. 8 to Master Indenture, dated as of April 26, 2024, each between the Trust Issuer and [KBUSA]U.S. Bank National Association (“U.S. Bank”), as the cap counterparty successor to MUFG Union Bank, N.A. (in such capacity, the “Cap CounterpartyUnion Bank”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ]other predecessor entities, a [ ] as indenture trustee (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes), the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust as supplemented by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Succession Agreement, dated as of [ ]June 18, [ ] 2021 (as amended and supplemented from time to time, the “Sale and Servicing Successor Indenture Trustee Agreement”), by and among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer Comenity Bank (in such capacity, the “Master ServicerBank”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The , the Issuer, Union Bank, as resigning Indenture Trustee, and U.S. Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-ServicerIndenture”), two agreements and as further supplemented by the Series 2024-A Indenture Supplement with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant respect to the Indenture Notes, to be dated as of [ ]May 15, [ ] 2024 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the WFN 2024-A Underwriting Agreement Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, the Eleventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 11, 2020, the Twelfth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 27, 2020, and the Thirteenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of April 26, 2024, each among the Transferor, the Bank, as servicer (the “Servicer”), and U.S. Bank, as successor to Union Bank and other predecessor entities, as trustee (the “WFNMT Trustee”), and as supplemented by the Succession Agreement, dated as of June 18, 2021 (the “Successor Trustee Agreement”), by and among the Transferor, Union Bank, as resigning WFNMT Trustee, and U.S. Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011, the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016, the Fourth Amendment to the Receivables Purchase Agreement, dated as of June 11, 2020, and the Fifth Amendment to the Receivables Purchase Agreement, dated as of April 26, 2024 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, the Ninth WFN 2024-A Underwriting Agreement Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011, the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016, and the Eleventh Amendment to the Transfer and Servicing Agreement, dated as of April 26, 2024 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended and or supplemented from time to time, the “IndentureAsset Representations Review Agreement”), between among the Indenture Trustee Bank, as seller, the Transferor, the Servicer, the Issuer and the TrustAsset Representations Reviewer. To The Bank has agreed to provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by notices and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting perform on behalf of the Trust, will acquire Issuer certain additional student loans on or prior to [ ], [ ] (other administrative obligations required by the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansTSA, the “Financed Student Loans”) using amounts in certain accounts owned Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Trust which have been set aside for such purpose. In additionIssuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the Administrator will perform certain administrative duties on behalf of the Trust pursuant First Amendment to the Administration Agreement, dated as of [ ]July 31, [ ] 2009 (as amended and supplemented from time to timeheretofore amended, the “Administration Agreement”), among between the Indenture Trustee, the Trust and the Administrator. [KBUSA]Bank, as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”)Administrator, and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapIssuer. The TSA, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacityPSA, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Agreement and the Put Options] Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as the this “Basic DocumentsAgreement.” Simultaneously with To the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreementextent not defined herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them assigned in Appendix A attached heretothe Program Documents.

Introductory. Key Consumer Receivables LLCTriple-S Management Corporation, a Delaware limited liability company, Puerto Rico corporation (the “DepositorCompany”), proposes agrees, subject to cause KeyCorp Student Loan Trust [ ] (the “Trust”) terms and conditions stated herein, to issue and sell $[ ] principal amount shares of its Class [ ] Asset Backed Certificates B common stock, $1.00 par value per share (the “CertificatesSecurities”), and the shareholders listed in Schedule A hereto (the “Selling Shareholders”) agree severally, subject to the underwriters terms and conditions stated herein, to sell an aggregate of [ ] Securities (collectively, the “Firm Securities”), to the several Underwriters named in Schedule I B hereto (the “Underwriters”), ) for whom you which Credit Suisse Securities (the USA) LLC (“RepresentativeCredit Suisse”) and UBS Securities LLC (“UBS”) are acting as representative. Simultaneously representatives (the “Representatives”) in connection with the issuance offering (the “Offering”) and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purposeFirm Securities. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust Company and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitledSelling Shareholders severally propose, subject to the limitations terms and conditions stated herein, to issue and sell to the Underwriters, at the option of the Basis Risk Cap AgreementsUnderwriters, to receive payments from an aggregate of not more than [ ] additional shares of Class B common stock (the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes “Optional Securities”) as set forth below. The Firm Securities and the Cap Provider Optional Securities are herein collectively called the “Offered Securities”. The Company hereby acknowledges that, in connection with the proposed Offering, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed share program (the “Directed Share Program”) under which up to [# of reserved shares] Firm Securities, or [5]% of the Firm Securities to be purchased by the Underwriters (the “Reserved Shares”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Company’s officers, directors, employees and consultants and other persons having a relationship with the Company as designated by the Company (the “Directed Share Participants”) as part of the distribution of the Offered Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other applicable laws, rules and regulations. The number of Offered Securities available for sale to the general public will receive reimbursement for such payments on subsequent Distribution Dates, but only be reduced to the extent funds are available therefor on a subordinated basisthat Directed Share Participants purchase Reserved Shares. Pursuant The Underwriters may offer any Reserved Shares not purchased by Directed Share Participants to the Group I Interest Rate Swap, general public on each Distribution Date the Trust will be entitled to receive certain payments from same basis as the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basisother Offered Securities being issued and sold hereunder. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements The Company has supplied UBS-FinSvc with the Trustnames, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit addresses and telephone numbers of the holders of individuals or other entities which the Group I Notes, and the other with respect Company has designated to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified be participants in the Group II Cap Agreement, the Trust will be entitled Directed Share Program. It is understood that any number of those so designated to receive payments from the Cap Counterparty participate in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred Directed Share Program may decline to herein as the “Basic Documentsdo so.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables LLCBanc One ABS Corporation, a Delaware limited liability company, an Ohio corporation (the “"Depositor”)") and a wholly-owned subsidiary of BANK ONE CORPORATION, proposes to cause KeyCorp Student Loan Banc One HELOC Trust [ ] 1999-1 (the “"Trust”") to issue and sell $[ ] 500,000,000 principal amount of its Class [ ] Asset HELOC Asset-Backed Certificates Certificates, Series 1999-1 (the “"Certificates”") to the several underwriters named in Schedule I attached hereto (the “"Underwriters”"), for whom you (the “"Representative”") are acting as representative. Simultaneously with the issuance and sale The assets of the Certificates as contemplated hereinTrust include, among other things, a pool of adjustable rate home equity revolving credit line loans made or to be made in the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes future (the “Class [ ] Notes”"Mortgage Loans"), under certain home equity revolving credit line loan agreements (the "Credit Line Agreements") and $___________ principal amount secured by either first or second deeds of its Floating Rate Class [ ] Asset Backed Notes trust or mortgages on primarily one- to four-family residential properties (the “Class [ ] Notes” and"Mortgaged Properties"); the collections in respect of the Mortgage Loans received after May 31, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof 1999 (the “Note Underwriting Agreement”"Cut-off Date"); property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure; an irrevocable and unconditional certificate guaranty insurance policy (the "Policy") between to be issued by MBIA Insurance Corporation (the "Insurer"); an assignment of the Depositor, KBUSA 's rights under the Mortgage Loan Purchase Agreement (as defined herein); rights under certain hazard insurance policies covering the Mortgaged Properties; and the Representativecertain other property. The Trust was will be formed, and the Certificates will be issued, pursuant to the Trust Agreement, a Pooling and Servicing Agreement to be dated as of [ ]May 31, [ ], as amended 1999 (the "Pooling and restated by the Amended and Restated Trust Servicing Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”") among the Depositor, [ ]Bank One, as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association]N.A., a national banking association, as put option provider servicer (“[KBNA]” the "Servicer") and in such capacityThe Bank of New York, as trustee (the “Put Option Provider”"Trustee"). The Mortgage Loans and certain other assets of the Trust Fund will be sold by each of Bank One, N.A., Bank One, Arizona, N.A., Bank One, Wisconsin, Bank One, Indiana, N.A., Bank One, Illinois, N.A., Bank One, Kentucky, N.A., Bank One, Colorado, N.A., and Bank One, Utah, N.A. (each, a "Seller" and together the "Sellers") will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans Depositor pursuant to the Mortgage Loan Purchase Agreement to be dated the Closing Date (the “Group I Put Option”"Mortgage Loan Purchase Agreement") for among the benefit of Depositor and the holders of the Group I NotesSellers, and by the other with respect Depositor to the Group II Student Loans (Trust pursuant to the “Group II Put Option” Pooling and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II NotesServicing Agreement. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap This Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the IndentureMortgage Loan Purchase Agreement, the letter agreement (the "Letter Agreement") attached as Exhibit A hereto and each agreement relating to the Certificates, the Trust Agreement, or the Student Loan Transfer Agreements, transactions contemplated thereby to which the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Depositor and the Put Options] Insurer are parties (the "Insurance Agreements") are collectively referred to herein as the “"Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. " Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached heretothe Pooling and Servicing Agreement.

Introductory. Key Consumer Receivables Sunnova Helios X Issuer, LLC, a Delaware limited liability companycompany (the “Issuer”), proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), the 5.30% Solar Loan Backed Notes, Series 2022-C, Class A (the “Class A Notes”) and the 5.60% Solar Loan Backed Notes, Series 2022-C, Class B (the “Class B Notes” and together with the Class A Notes, the "Underwritten Notes") in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). The Issuer is also issuing the Solar Loan Backed Notes, Series 2022-C, Class C (the "Class C Notes", and together with the Underwritten Notes, the "Notes"). On the Closing Date, Sunnova ABS Holdings X, LLC, a Delaware limited liability company (“Sunnova ABS Holdings X”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Helios X Depositor, LLC, a Delaware limited liability company (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] and the Issuer will enter into a sale and contribution agreement (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “UnderwritersContribution Agreement”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ]the Closing Date, [ ], as amended pursuant to which: (i) Sunnova ABS Holdings X will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova ABS Holdings X; and restated by (iii) the Amended and Restated Trust AgreementIssuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee Closing Date (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware TrusteeIndenture”). The assets of , by and between the Trust include certain graduate, undergraduate Issuer and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USAWilmington Trust, National Association, a national banking association (“KBUSA,” and in such capacity, the “SellerWilmington Trust”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender indenture trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”). Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the holders of Noteholders to secure the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold Pursuant to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreementa management agreement, dated as of [ ]the Closing Date, [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities InsurerIssuer, Sunnova ABS Management, LLC, a Delaware limited liability company (“Sunnova Management” and together with Sunnova Energy, the Issuer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer Sunnova ABS Holdings X and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansSunnova Intermediate Holdings, the “Financed Student LoansSunnova Entities”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition), the Administrator will perform certain administrative duties on behalf of the Trust as manager, and Wilmington Trust, as transition manager, and pursuant to the Administration Agreementa servicing agreement, dated as of [ ]the Closing Date, [ ] (as amended by and supplemented from time to time, the “Administration Agreement”), among the Indenture TrusteeIssuer, Sunnova Management, as servicer, and Wilmington Trust, as backup servicer, Sunnova Management will provide certain operations and maintenance and administrative services to the Trust Issuer. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one Indenture Trustee for the benefit of the holders Noteholders. The Securities Act of the Group I Notes (the “Group I Basis Risk Cap”)1933, as amended, and the other for the benefit of the Group II Notes (rules and regulations promulgated thereunder, is herein referred to as the “Group II Basis Risk Cap” and together with Securities Act”. Capitalized terms used in this Agreement but not otherwise defined shall have the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates meanings set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, “Standard Definitions” attached as Annex A to the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer CNH Capital Receivables LLC, a Delaware limited liability company, company (the “DepositorSeller”), proposes to cause KeyCorp Student Loan CNH Equipment Trust [ ] 20XX-Y (the “Trust”) to issue and sell $[ ] $ principal amount of its Class [ ] % Asset Backed Certificates (the “Certificates”) ), each representing a fractional undivided interest in the Trust, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “RepresentativeRepresentatives”). The assets of the Trust include, among other things, a [pool of fixed rate retail installment sale contracts, retail installment loans and consumer installment loans] (the “Receivables”) secured by [new or used agricultural, construction or other equipment] and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are acting serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). [New Holland has appointed [(“ ”)] to act as representativebackup servicer of the Receivables pursuant to the Backup Servicing Agreement, dated as of [Month Day], 20XX (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, [ ], as backup servicer, and the Indenture Trustee.] The Certificates will be issued pursuant to the Trust Agreement to be dated as of [Month Day], 20XX (as amended and supplement from time to time, the “Trust Agreement”), between the Seller, as Depositor, and [Wilmington Trust Company], as trustee (the “Trust Trustee”). Simultaneously with the issuance and sale of the Certificates as contemplated hereinin this Agreement, the Trust will issue $___________ $ principal amount of its Floating Rate % Class [ A-1 Asset Backed Notes (the “A-1 Notes”), $ principal amount of % Class A-2 Asset Backed Notes (the “A-2 Notes”); $ principal amount of % Class A-3 Asset Backed Notes (the “A-3 Notes”); $ principal amount of % Class A-4[a] Asset Backed Notes (the “Class [ A-4[a] Notes”) [and $___________ $ principal amount of its Floating Rate Class [ ] A-4b Asset Backed Notes (the “Class [ A-4b Notes”, together with the A-4[a] Notes” and, with the “A-4 Notes”)] and $ principal amount of % Class B Notes (the “Class B Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes and the Class [ ] B Notes, the “Notes”). The Notes will , to be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust ; together with this Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust AgreementUnderwriting Agreements”) among the DepositorSeller, [ ]CNHCA and you, as Eligible Lender Trustee (representative of the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”)several Underwriters named in Schedule I thereto. The assets of Notes and the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that Certificates are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are sometimes referred to herein collectively as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student LoansSecurities.” The Depositor will purchase all of Capitalized terms used and not otherwise defined herein shall have the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and meanings ascribed to them in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, Agreement to be dated as of [ [Month Day], [ ] 20XX (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSASeller and New Holland, as master servicer (in such capacityservicer, the “Master Servicer”)or, the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” andif not defined therein, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ [Month Day], [ ] 20XX (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee Trust and the Trust. To provide credit support to the Group II Insured Notes only[Deutsche Bank Trust Company Americas], the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement as indenture trustee (the “Insurance AgreementIndenture Trustee”) or the Trust Agreement dated as of [ [Month Day], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] 20XX (as amended and supplemented from time to time, the “Administration Trust Agreement”), among between the Indenture Trustee, the Seller and [Wilmington Trust and the Administrator. [KBUSACompany], as cap provider trustee (in such capacitythe “Trustee”). At or prior to the time when sales to purchasers of the Certificates were first made to investors by the several Underwriters, which was approximately : .m. (New York time) on [Month Day], 20XX (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Cap ProviderTime of Sale Information”)): the preliminary prospectus supplement dated [Month Day], will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes 20XX (the “Group I Basis Risk CapPreliminary Prospectus Supplement”)) to the base prospectus dated [Month Day], and the other for the benefit of the Group II Notes 20XX (the “Group II Basis Risk CapBasic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” and together with the Group I Basis Risk Captherein, the “Basis Risk Cap AgreementsPreliminary Prospectus”) each [and the free writing prospectus dated [Month Day], 20XX (the “Initial Free Writing Prospectus”) in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements filed with the Trust, one with respect to the Group I Student Loans Securities and Exchange Commission (the “Group I Put OptionCommission”) for on [Month Day], 20XX]. If, subsequent to the benefit Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the holders of the Group I Notescircumstances under which they were made, not misleading, and as a result investors in the other with respect to Certificates may terminate their old “Contracts of Sale” (within the Group II Student Loans meaning of Rule 159 under the Securities Act of 1933, as amended (the “Group II Put OptionAct”)) for any Certificates and the Underwriters enter into new Contracts of Sale with investors in the Certificates, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and together with the Group I Put Option, the Representatives that corrects such material misstatements or omissions (a “Put OptionsCorrected Prospectus”) for the benefit and “Time of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust Sale” will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant refer to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used time and not otherwise defined herein shall have the meanings given them in Appendix A attached heretodate on which such new Contracts of Sale were entered into.

Introductory. Key Consumer Receivables LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company, corporation (the “"Depositor”"), proposes to cause KeyCorp Student Loan Trust [ ] form a commercial mortgage trust (the “"Trust”) to "), which will issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2003-CK2, including the “Certificates”) to the underwriters named in classes thereof identified on Schedule I hereto (the “Underwriters”classes so identified on Schedule I hereto, the "Certificates"). Each Certificate will evidence a fractional undivided, for whom you (percentage interest or beneficial interest in the “Representative”) are acting as representativeTrust. Simultaneously with the issuance and sale of the Certificates as contemplated herein, The terms on which the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to specified in the Prospectus (as defined herein). The property of the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, all such property collectively, the “"Trust Agreement”Fund") among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) will primarily consist of a pool of 101 multifamily and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student commercial mortgage loans (collectively, the “Initial Financed Student "Mortgage Loans”). Such Initial Financed Student Loans ") that will be acquired purchased by the Trust Depositor from the Depositor on or about [ ]Column Financial, [ ] Inc. (the “Closing Date”"Column"). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of pursuant to (i) Financed Student Loans that are not guaranteed certain Mortgage Loan Purchase Agreement dated as of March 27, 2003 (the "First Mortgage Loan Purchase Agreement"), by any party nor reinsured by and between the Department (collectively “Non-Guaranteed Private Loans,”) Depositor, as purchaser, and Column, as seller, and (ii) Financed Student Loans that are not reinsured by certain Mortgage Loan Purchase Agreement dated as of March 27, 2003 (the Department or any other government agency but are guaranteed by a private guarantor (collectively"Second Mortgage Loan Purchase Agreement" and, “Guaranteed Private Loans” and together with the Non-Guaranteed Private LoansFirst Mortgage Loan Purchase Agreement, the “Financed Private Loans”"Mortgage Loan Purchase Agreements"), by and among the Depositor, as purchaser, Column, as Seller, and KeyBank National Association ("KeyBank"), as additional party. All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor Trust will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacitybe created, the “Seller”)Certificates will be issued and the Mortgage Loans will be serviced, pursuant to the Student Loan Transfer Agreement, that certain Pooling and Servicing Agreement dated as of [ ]April 11, [ ] 2003 (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale "Pooling and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"), by and among the TrustDepositor, the Eligible Lender TrusteeKeyCorp Real Estate Capital Markets, KBUSAInc. d/b/a KeyBank Real Estate Capital, as master servicer (in such capacity, the “"Master Servicer”), the Depositor ") and KBUSA, as administrator special servicer (in such capacity, the “Administrator”"Special Servicer"), and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency offering of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued Certificates made pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date Registration Statement (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, ) will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purposebe made through you as underwriters. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one This Agreement provides for the benefit sale of the holders of the Group I Notes (the “Group I Basis Risk Cap”)such Certificates to, and the other for purchase and offering thereof by, you, as underwriters (the benefit "Underwriters" and, each of you individually, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Group II Notes (the “Group II Basis Risk Cap” Certificates to be issued and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level terms thereof not otherwise specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the Indenture, the Trust Classes of Certificates subject to this Agreement, the Student Loan Transfer Agreements, price at which such Certificates are to be purchased by the Insurance Agreement, Underwriters from the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Depositor and the Put Options] are referred aggregate amount of Certificates to herein as the “Basic Documents.” Simultaneously with the issuance and sale be purchased by you. The offering of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting will be governed by this Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Receivables WFN Credit Company, LLC ("WFN LLC, a Delaware limited liability company, (the “Depositor”), ") proposes to cause KeyCorp Student Loan World Financial Network Credit Card Master Note Trust [ ] (the “Trust”"ISSUER") to issue and sell $[ ] 702,000,000 aggregate principal amount of its World Financial Network Credit Card Master Note Trust Class [ ] A Floating Rate Asset Backed Certificates Notes, Series 2001-A (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”"CLASS A NOTES"), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ 76,500,000 aggregate principal amount of its World Financial Network Credit Card Master Note Trust Class B Floating Rate Class [ ] Asset Backed Notes Notes, Series 2001-A (the “Class [ ] Notes”) "CLASS B NOTES"), and $___________ 121,500,000 aggregate principal amount of its Floating Rate World Financial Network Credit Card Master Note Trust Class [ ] C Asset Backed Notes Notes, Series 2001-A (the “Class [ ] Notes” "CLASS C NOTES" and, together with the Class [ ] A Notes and the Class B Notes, the “Notes”"NOTES"). The Class A Notes and the Class B Notes are referred to herein, collectively, as the "OFFERED NOTES." The Issuer will be a Delaware statutory business trust formed pursuant to (a) a Trust Agreement, to be dated as of August 1, 2001 (the "TRUST AGREEMENT"), between WFN LLC, as transferor (the "TRANSFEROR"), and Chase Manhattan Bank USA, National Association ("CHASE"), as owner trustee (the "OWNER TRUSTEE"), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001. The Notes will be sold issued pursuant to an underwriting agreement a Master Indenture, to be dated the date hereof as of August 1, 2001 (the “Note Underwriting Agreement”) "MASTER INDENTURE"), between the DepositorIssuer and BNY Midwest Trust Company, KBUSA and as indenture trustee (the Representative"INDENTURE TRUSTEE"), as supplemented by the Series 2001-A Indenture Supplement with respect to the Notes, to be dated as of August 21, 2001 (the "INDENTURE SUPPLEMENT" and, together with the Master Indenture, the "INDENTURE"). The Trust was formedInitially, and the Certificates primary asset of the Issuer will be issueda certificate (the "COLLATERAL CERTIFICATE") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust ("WFNMT"), to be issued pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Second Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale Pooling and Servicing Agreement, dated as of [ ]January 17, [ ] 1996, amended and restated as of September 17, 1999 and amended and restated a second time as of August 1, 2001 (as amended and supplemented from time to timeheretofore amended, the “Sale and Servicing Agreement”"AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT"), among the TrustTransferor, World Financial Network National Bank (the "BANK"), as servicer (the "SERVICER"), and BNY Midwest Trust Company (successor-in-interest to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank), as trustee (the "WFNMT TRUSTEE"), and the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, to be dated as of August 21, 2001 (the "COLLATERAL SUPPLEMENT" and, together with the Amended and Restated Pooling and Servicing Agreement, the Eligible Lender Trustee"PSA"). The assets of WFNMT include, KBUSAamong other things, certain amounts due (the "RECEIVABLES") on a pool of private label credit card accounts of the Bank (the "ACCOUNTS"). The Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling Servicing Agreement. The Receivables transferred to WFNMT by the Transferor will be acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, to be dated as master servicer of August 1, 2001 (in such capacityas amended, the “Master Servicer”"RECEIVABLES PURCHASE AGREEMENT"), between WFN LLC and the Depositor Bank. The Collateral Certificate will be transferred by the Transferor to the Issuer pursuant to the Transfer and KBUSAServicing Agreement, to be dated as of August 1, 2001 (the "TSA"), among the Transferor, the Servicer, and the Issuer. The Bank will agree to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, to be dated as of August 1, 2001 (the "ADMINISTRATION AGREEMENT"), between the Bank, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”"ADMINISTRATOR"), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapIssuer. The TSA, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacityPSA, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, Agreement and the Administration AgreementAgreement are referred to herein, collectively, as the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are "PROGRAM DOCUMENTS." This Underwriting Agreement is referred to herein as this "AGREEMENT." To the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreementextent not defined herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them assigned in Appendix the Transaction Documents. The Class C Notes will be sold pursuant to a Class C Note Purchase Agreement, to be dated as of August 21, 2001 (the "CLASS C NOTE PURCHASE AGREEMENT" and, together with the Program Documents, the "TRANSACTION DOCUMENTS"), among the Issuer, the Bank, WFN LLC and the initial purchaser of the Class C Notes named therein. The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Class A attached hereto.Notes listed on SCHEDULE A hereto (the "CLASS A UNDERWRITERS") and the underwriters for the Class B Notes listed on SCHEDULE A hereto (the "CLASS B UNDERWRITERS" and, together with the Class A Underwriters, the "UNDERWRITERS") as follows:

Introductory. Key Consumer Conn’s Receivables LLCFunding 2015-A, a Delaware limited liability company, LLC (the “DepositorIssuer”), ) proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] 952,100,000 aggregate principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”)Fixed Rate Notes, for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated hereinClass A, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes Series 2015-A (the “Class [ ] A Notes”) and $___________ 165,900,000 aggregate principal amount of its Floating Rate Class [ ] Asset Backed Notes Fixed Rate Notes, Class B, Series 2015-A (the “Class [ ] B Notes” and, together with the Class [ ] A Notes, the “Purchased Notes”) to you as initial purchaser (the “Initial Purchaser”). The Purchased Notes and the Asset Backed Class R Notes, Series 2015-A (the “Class R Notes” and, together with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of September 10, 2015 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of September 10, 2015 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be sold pursuant to an underwriting agreement dated secured by the date hereof assets of the Issuer, which will consist primarily of a certificate (the “Note Underwriting AgreementReceivables Trust Certificate”) between representing a 100% interest in Conn’s Receivables 2015-A Trust (the Depositor, KBUSA and the Representative“Receivables Trust”). The Receivables Trust was formedCertificate will be issued pursuant to, and the Certificates Receivables Trust will be issuedgoverned by, pursuant to the Trust Agreement, dated as terms of [ ], [ ], as amended and restated by the an Amended and Restated Trust Agreement, to be dated as of [ ]September 10, [ ] 2015 (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositorbetween Conn Appliances Receivables Funding, [ ], as Eligible Lender Trustee LLC (the “Eligible Lender TrusteeDepositor”) and [ ]Wilmington Trust, as Delaware trustee National Association (the “Delaware Receivables Trust Trustee”). The assets of the Receivables Trust include will consist primarily of certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] retail installment sales contracts (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “DepartmentReceivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,Conn Appliances”) and Conn Credit Corporation, Inc. (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private LoansCCC”). All Financed Student Loans that are part of the first group described above are referred , which were previously conveyed to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USAConn Credit I, National Association, a national banking association L.P. (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”)certain related rights. The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Receivables Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans Certificate will be sold to the Eligible Lender Trustee on behalf Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of September 10, 2015 (the Trust by “Purchase and Sale Agreement”), between the Depositor and the Issuer. The Receivables will be sold (i) by the Seller to the Depositor Eligible Lender Trustee pursuant to a Receivables Purchase Agreement, to be dated as of September 10, 2015 (the “First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the Depositor to the Receivables Trust pursuant to a Receivables Purchase Agreement, to be dated as of September 10, 2015 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances, Inc. (“Conn Appliances” or the “Servicer”) pursuant to the Sale and terms of a Servicing Agreement, to be dated as of [ ]September 10, [ ] 2015 (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Issuer, the Receivables Trust, the Eligible Lender Trustee, KBUSATrustee and Conn Appliances, as master servicer (in such capacity, the “Master Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of September 10, 2015 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Depositor Servicer, the Issuer, the Trustee and KBUSASST, as administrator back-up servicer (in such capacity, the “AdministratorBack-Up Servicer”). The Master Servicer has also entered into four certain sub-servicing agreements to have In connection with the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency issuance of the Commonwealth of Pennsylvania] (“[PHEAA]” andNotes, in its capacity as a sub-servicerthe Receivables Trust, a “Sub-Servicer”) Conn Appliances, CCC and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer Seller will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to enter into an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Intercreditor Agreement, dated as of [ ]September 10, [ ] 2015 (as amended and supplemented from time to time, the “Administration Intercreditor Agreement”), among the Indenture Trusteewith Bank of America, the Trust and the Administrator. [KBUSA]N.A., as cap provider (in such capacitycollateral agent, the “Cap Provider”), will enter into basis risk caps with the Trust, one providing for the benefit release of certain of the holders Receivables from the lien of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules an existing financing arrangement and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliatematters. Capitalized terms used and but not otherwise defined herein shall have the meanings given them set forth in Appendix the Indenture. The Initial Purchaser, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that (i) the “Closing Date” shall be September 10, 2015, at 2:30 p.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchaser and the Depositor) and (ii) the “End Date” shall be the date on which the Initial Purchaser shall have completed the sale of the Purchased Notes in accordance with the terms of this Agreement but shall be a date not later than December 31, 2015. The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchaser. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to the Closing Date, the Issuer had prepared (i) the Preliminary Offering Memorandum (Subject to Completion), dated August 31, 2015 (the “Preliminary Offering Memorandum”), (ii) the Confidential Preliminary Term Sheet, dated August 18, 2015 (the “Term Sheet”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data files entitled “Conn's Strats and Static Performance,” “Conn’s updated strats,” “Conn's 15-1 Updated base case output,” “Net Yield experience” and “CN dq analysis v2” (collectively, the “Data Files”), and (v) the Conn’s 2015-A attached hereto.Investor Presentation, dated August 2015 (the “Marketing Presentation” and, collectively with the Preliminary Offering Memorandum, the CDI Data, the Data Files and the Term Sheet, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the date of the Preliminary Offering

Introductory. Key Consumer Receivables LLCDuke Energy Capital Trust [ ], a Delaware limited liability companystatutory business trust (the "Trust"), and Duke Energy Corporation, a North Carolina corporation (the "Corporation"), propose, subject to the terms and conditions stated herein, that the Trust issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”"Notes") to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (be issued by the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Corporation. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, to be dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “"Trust Agreement”) "), among the Corporation, as Depositor, [ ]and the trustees named therein, including The Chase Manhattan Bank, as Eligible Lender Trustee property trustee (the “Eligible Lender "Property Trustee”) "), and [ ]Chase Manhattan Bank Delaware, as Delaware trustee (the “"Delaware Trustee”"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to a Subordinated Indenture, dated as of December 1, 1997 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as supplemented and as to be supplemented by a supplemental indenture, to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ]"Supplemental Indenture" and, [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans Original Indenture as theretofore amended and the Initial Financed Student Loanssupplemented, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”"Indenture"), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Guarantee and the Put Options] Indenture are sometimes collectively referred to herein as the “Basic Documents"Corporation Agreements.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto."

Introductory. Key Consumer Receivables LLCBanc One ABS Corporation, a Delaware limited liability company, an Ohio corporation (the “"Depositor”)") and a wholly-owned subsidiary of BANC ONE CORPORATION, proposes to cause KeyCorp Student Loan Banc One HELOC Trust [ ] 1998-1 (the “"Trust”") to issue and sell $[ ] 850,000,000 principal amount of its Class [ ] Asset HELOC Asset-Backed Certificates Certificates, Series 1998-1 (the “"Certificates”") to the several underwriters named in Schedule I attached hereto (the “"Underwriters”"), for whom you (the “"Representative”") are acting as representative. Simultaneously with the issuance and sale The assets of the Certificates as contemplated hereinTrust include, among other things, a pool of adjustable rate home equity revolving credit line loans made or to be made in the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes future (the “Class [ ] Notes”"Mortgage Loans"), under certain home equity revolving credit line loan agreements (the "Credit Line Agreements") and $___________ principal amount secured by either first or second deeds of its Floating Rate Class [ ] Asset Backed Notes trust or mortgages on primarily one- to four-family residential properties (the “Class [ ] Notes” and"Mortgaged Properties"); the collections in respect of the Mortgage Loans received after August 31, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof 1998 (the “Note Underwriting Agreement”"Cut-off Date"); property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure; an irrevocable and unconditional certificate guaranty insurance policy (the "Policy") between to be issued by MBIA Insurance Corporation (the "Insurer"); an assignment of the Depositor, KBUSA 's rights under the Mortgage Loan Purchase Agreement (as defined herein); rights under certain hazard insurance policies covering the Mortgaged Properties; and the Representativecertain other property. The Trust was will be formed, and the Certificates will be issued, pursuant to the Trust Agreement, a Pooling and Servicing Agreement to be dated as of [ ]August 31, [ ], as amended 1998 (the "Pooling and restated by the Amended and Restated Trust Servicing Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”") among the Depositor, [ ]Bank One, as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association]N.A., a national banking association, as put option provider servicer (“[KBNA]” the "Servicer") and in such capacityThe Bank of New York, as trustee (the “Put Option Provider”"Trustee"). The Mortgage Loans and 2 certain other assets of the Trust Fund will be sold by each of Bank One, N.A., Bank One, Arizona, N.A., Bank One, Wisconsin, Bank One, Indiana, N.A., Bank One, Illinois, N.A., Bank One, Kentucky, N.A., Bank One, Colorado, N.A., Bank One, Utah, N.A. and Bank One, West Virginia, N.A. (each, a "Seller" and together the "Sellers") will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans Depositor pursuant to the Mortgage Loan Purchase Agreement to be dated as of August 31, 1998 (the “Group I Put Option”"Mortgage Loan Purchase Agreement") for among the benefit of the holders of the Group I Notes, Depositor and the other with respect Sellers and, by the Depositor to the Group II Student Loans (Trust pursuant to the “Group II Put Option” Pooling and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II NotesServicing Agreement. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap This Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the Indenture, the Trust Mortgage Loan Purchase Agreement, the Student Loan Transfer Agreements, letter agreement (the Insurance "Letter Agreement, ") attached as Exhibit A hereto and each agreement to which the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Depositor and the Put Options] Insurer are parties (the "Insurance Agreements") are collectively referred to herein as the “"Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. " Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached heretothe Pooling and Servicing Agreement.

Introductory. Key Consumer Receivables LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company, corporation (the “"Depositor”"), proposes to cause KeyCorp Student Loan Trust [ ] form one or more real estate mortgage investment conduits (the “"Trust”) to "), which will issue certain securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C2 and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (including the “Certificates”) to the underwriters named in classes thereof specified on Schedule I hereto (the “Underwriters”classes of such securities so specified on Schedule I hereto, the "Certificates"). Each Certificate will evidence a fractional undivided, for whom you (percentage interest or beneficial interest in the “Representative”) are acting as representativeTrust. Simultaneously with the issuance and sale of the Certificates as contemplated herein, The terms on which the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to specified in the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] Prospectus (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”defined herein). The assets property of the Trust include certain graduatewill consist of a pool of 207 fixed rate mortgage loans, undergraduate secured by multifamily and career education student loans commercial properties (collectively, the “Initial Financed Student "Mortgage Loans”). Such Initial Financed Student Loans ") that will be acquired purchased by the Trust Depositor from the Depositor on or about [ ]Column Financial, [ ] Inc. (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”"Column Mortgage Loan Seller") and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, KeyBank National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty Association (in such capacity, the “Swap Counterparty”"Key Mortgage Loan Seller" and together with the Column Mortgage Loan Seller, the "Mortgage Loan Sellers"), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”)pursuant to those certain Mortgage Loan Purchase Agreements, in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, each dated as of [ ]May 1, [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] 2007 (the “Securities Insurer”) to [ ]"Mortgage Loan Purchase Agreements"), a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust serviced by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing AgreementKeyCorp Real Estate Capital Markets, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSAInc., as master servicer (in such capacity, the “"Key Master Servicer”") and Wachovia Bank, National Association, as master servicer (the "Wachovia Master Servicer" and together with the Key Master Servicer, the "Master Servicers"), the Depositor and KBUSAif and when necessary ING Clarion Partners, LLC as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian special servicer (the “Custodian”"Special Servicer"), pursuant to that certain Custodial Pooling and Servicing Agreement (the “Custodial "Pooling and Servicing Agreement”) "), dated as of [ ]May 1, [ ]2007, between by and among the Depositor, the Master Servicers, the Special Servicer and ▇▇▇▇▇ Fargo Bank, N.A., as trustee (the Custodian"Trustee"), and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Notes Mortgage Loans will be transferred to the Trust, and the Certificates will be issued pursuant to the Indenture to be dated as Pooling and Servicing Agreement. The offering of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support Certificates made pursuant to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date Registration Statement (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, ) will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purposebe made through you as underwriters. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one This Agreement provides for the benefit sale of the holders of the Group I Notes (the “Group I Basis Risk Cap”)such Certificates to, and the other for purchase and offering thereof by, you, as underwriters (the benefit "Underwriters" and, individually, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Group II Notes (the “Group II Basis Risk Cap” Certificates to be issued and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level terms thereof not otherwise specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Pooling and Servicing Agreement, the Indenture, the Trust Classes of Certificates subject to this Agreement, the Student Loan Transfer Agreementsprice at which such Certificates are to be purchased by the Underwriters from the Depositor, the Insurance aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The offering of the Certificates will be governed by this Agreement. At or prior to the time when sales to purchasers of the Certificates were first made, which was approximately 2:00 p.m. on April 27, 2007 (the "Time of Sale"), the Depositor had prepared the following information (collectively, the "Rule 159 Information"): (i) the Depositor's Free Writing Prospectus dated April 13, 2007 (the cover page of which is attached hereto as Annex A) (as modified on April 26, 2007 by the Update to Free Writing Prospectus dated April 26, 2007) to the Depositor's Prospectus dated April 10, 2007, (ii) the term sheet dated April 13, 2007, relating to the Certificates, and (iii) certain other "free-writing prospectuses" (as defined pursuant to Rule 405 under the 1933 Act) (each of items (i) through (iii), a "Free Writing Prospectus"). If, subsequent to the date of this Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Depositor and the Put Options] are referred Underwriters determine that such information included an untrue statement of material fact or omitted to herein as state a material fact necessary in order to make the “Basic Documents.” Simultaneously with statements therein, in the issuance and sale light of the Certificates as contemplated herein circumstances under which they were made, not misleading and the sale of the Notes as contemplated terminate their old purchase contracts and enter into new purchase contracts with investors in the Note Underwriting AgreementCertificates, and pursuant then "Rule 159 Information" will refer to the Trust Agreementinformation conveyed to purchasers at the time of entry into the first such new purchase contract, the Trust including any information that corrects such material misstatements or omissions ("Corrective Information") and "Time of Sale" will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust refer to the Depositor or its designated affiliate. Capitalized terms used time and not otherwise defined herein shall have the meanings given them in Appendix A attached heretodate on which such new purchase contracts were entered into.

Introductory. Key Consumer Receivables LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company, corporation (the “Depositor”"DEPOSITOR"), proposes to cause KeyCorp Student Loan Trust [ ] form a commercial mortgage trust (the “Trust”) "TRUST"), which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CKS4. The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "AGREEMENT"), to sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule SCHEDULE I hereto (each, an "UNDERWRITER" and, collectively, the “"UNDERWRITERS"; PROVIDED, HOWEVER, that if you are the only underwriter named in SCHEDULE I hereto, then the terms "Underwriter" and "Underwriters”" shall refer solely to you), for whom you act as representative (in such capacity, the "REPRESENTATIVE"), those classes of such securities as are identified on SCHEDULE II hereto (the “Representative”) are acting as representativeclasses of securities identified on SCHEDULE II hereto, collectively, the "CERTIFICATES"). Simultaneously with Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the issuance and sale of the Certificates as contemplated herein, Trust. The terms on which the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes the Certificates will be specified in the Prospectus (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”as defined in SECTION 2(c)). The Notes assets of the Trust (all such assets collectively, the "TRUST FUND") will consist primarily of a segregated pool of multifamily and commercial mortgage loans (collectively, the "MORTGAGE LOANS") that will be sold purchased by the Depositor from Column Financial, Inc. ("COLUMN"), KeyBank National Association ("KEYBANK") and Salomon Brothers Realty Corp. ("SBRC" and, together with Column and Keybank, the "MORTGAGE LOAN SELLERS"), respectively, pursuant to an underwriting agreement separate mortgage loan purchase agreements dated the date hereof as of October 17, 2002 (the “Note Underwriting Agreement”) between the Depositoreach, KBUSA and the Representativea "MORTGAGE LOAN PURCHASE AGREEMENT"). The Trust was formedwill be created, the Mortgage Loans will be transferred to the Trust, and the Certificates will be issued, pursuant to the Trust Agreement, a pooling and servicing agreement dated as of [ ]October 11, [ ]2002 (the "POOLING AND SERVICING AGREEMENT"), as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ]KeyCorp Real Estate Capital Markets, as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by Inc. d/b/a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSACommercial Mortgage, as master servicer (in such capacity, the “Master Servicer”"MASTER SERVICER"), the Depositor and KBUSALennar Partners, Inc., as administrator special servicer (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”"SPECIAL SERVICER"), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans▇▇▇▇▇ Fargo Bank Minnesota, which will be held by [Deutsche Bank National Trust Company]N.A., as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider trustee (in such capacity, the “Cap Provider”"TRUSTEE"), . The offering of the Certificates made pursuant to the Registration Statement (as defined in SECTION 2(a)) will enter into basis risk caps with be made through the Trust, one Underwriters. This Agreement provides for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein to, and the sale purchase and offering thereof by, the Underwriters. SCHEDULE I sets forth the aggregate amount of each class of Certificates that is to be purchased by each Underwriter. SCHEDULE II sets forth the classes of the Notes as contemplated in the Note Underwriting Agreement, and pursuant Certificates subject to the Trust this Agreement, the Trust will issue its Trust Certificate (principal balance of each class of the “Trust Certificate”) representing a fractional undivided residual ownership interest Certificates to be issued and any terms thereof not otherwise specified in the Trust Pooling and Servicing Agreement and the price at which each class of the Certificates is to be purchased by the Depositor or its designated affiliateUnderwriters from the Depositor. Capitalized terms used and not otherwise defined herein shall have The offering of the meanings given them in Appendix A attached heretoCertificates will be governed by this Agreement.

Introductory. Key Consumer Receivables LLCOrganovo Holdings, Inc., a Delaware limited liability company, corporation (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans purchasers (collectively, the “Initial Financed Student LoansPurchasers”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] ) an amount of its shares (the “Closing DateShares”). The Initial Financed Student Loans will be divided into two pools ) of student loansCommon Stock, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education par value $0.001 (the “DepartmentCommon Stock”) and/or pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”) and warrants to purchase shares of Common Stock (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-278668) (the “Registration Statement”) under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Financed Federal LoansSecurities Act”) (the “Placement”). JonesTrading Institutional Services LLC (“JonesTrading”) has agreed to act as placement agent (the “Placement Agent”) in connection with the Placement, subject to the terms, conditions and other provisions of this Agreement. The second group will consist of Shares, Pre-Funded Warrants and Warrants are to be sold to the Purchasers pursuant to a Securities Purchase Agreement (ithe “Purchase Agreement”) Financed Student Loans that are not guaranteed by any party nor reinsured to be entered into by the Department Company and the Purchasers. The Warrants issued pursuant to the Purchase Agreement against payment therefor will be exercisable into duly and validly issued, fully paid and non-assessable shares (collectively such shares, the “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private LoansWarrant Shares” and together with the NonShares, Pre-Guaranteed Private LoansFunded Warrants and Warrants, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer AgreementSecurities”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow Common Stock on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”)terms, and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreementsconditions, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Form of Pre-Funded Warrant (the “Form of Pre-Funded Warrant”) and the Form of Warrant (the “Form of Warrant”) and attached as Exhibit B and C to the Purchase Agreement, respectively. The Sale and Servicing This Agreement, the Indenture, the Trust Purchase Agreement, the Student Loan Transfer AgreementsForm of Warrant, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] Form of Pre-Funded Warrant are referred to herein collectively as the “Basic Transaction Documents.” Simultaneously ”, and the transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions”. The Company hereby confirms its agreement with the issuance and sale of the Certificates Placement Agent as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.follows:

Introductory. Key Consumer Receivables WFN Credit Company, LLC (“WFN LLC, a Delaware limited liability company, ”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “TrustIssuer”) to issue and sell $[ ] 500,000,000 aggregate principal amount of its World Financial Network Credit Card Master Note Trust Class [ ] A Fixed Rate Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, Series 2024-B (the “Notes”). The Notes will are referred to herein as the “Underwritten Notes”. RBC Capital Markets, LLC, BofA Securities, Inc. and Scotia Capital (USA) Inc., each as a representative of the Underwriters (as defined below) may be sold referred to herein individually as a “Representative” and collectively as the “Representatives”. WFN 2024-B Underwriting Agreement The Issuer is a Delaware statutory trust formed pursuant to (a) an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA Amended and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Restated Trust Agreement, dated as of [ ]August 1, [ ]2001, between WFN LLC, as transferor (the “Transferor”), and Citicorp Trust Delaware, National Association (“Citicorp Trust”), as successor to U.S. Bank Trust National Association (“USBTNA”), as owner trustee (the “Owner Trustee”), as amended and restated by the First Amendment to the Amended and Restated Trust Agreement, dated as of [ ]May 25, [ ] 2021, between the Transferor and the Owner Trustee, and as supplemented by the Agreement of Resignation, Appointment and Acceptance (the “Agreement of Resignation”), dated as of May 25, 2021, by and among the Transferor, USBTNA, as resigning Owner Trustee, and Citicorp Trust, as successor Owner Trustee (as further heretofore amended and supplemented from time to time, collectivelysupplemented, the “Trust Agreement”), and (b) among the Depositorfiling of a certificate of trust with the Secretary of State of Delaware on July 27, [ ]2001, as Eligible Lender Trustee (amended by the “Eligible Lender Trustee”) and [ ]Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, as filed with the Secretary of State of Delaware trustee (the “Delaware Trustee”)on May 25, 2021. The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans Notes will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), issued pursuant to the Student Loan Transfer Agreementa Master Indenture, dated as of [ ]August 1, [ ] (2001, as amended by the “Student Loan Transfer Agreement”) between KBUSAOmnibus Amendment referred to below, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”)Supplemental Indenture No. The Group I Notes will be entitled 1 to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation theretoIndenture, dated as of [ ]August 13, [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity2003, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Supplemental Indenture No. 2 to Master Agreement with a schedule and related confirmation theretoIndenture, dated as of [ ]June 13, [ ]2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, the Supplemental Indenture No. 7 to Master Indenture, dated as of June 11, 2020, and the Supplemental Indenture No. 8 to Master Indenture, dated as of April 26, 2024, each between the Trust Issuer and [KBUSA]U.S. Bank National Association (“U.S. Bank”), as the cap counterparty successor to MUFG Union Bank, N.A. (in such capacity, the “Cap CounterpartyUnion Bank”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ]other predecessor entities, a [ ] as indenture trustee (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes), the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust as supplemented by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Succession Agreement, dated as of [ ]June 18, [ ] 2021 (as amended and supplemented from time to time, the “Sale and Servicing Successor Indenture Trustee Agreement”), by and among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer Comenity Bank (in such capacity, the “Master ServicerBank”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The , the Issuer, Union Bank, as resigning Indenture Trustee, and U.S. Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-ServicerIndenture”), two agreements and as further supplemented by the Series 2024-B Indenture Supplement with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant respect to the Indenture Notes, to be dated as of [ ]August 13, [ ] 2024 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Second Amended and Restated Pooling and WFN 2024-B Underwriting Agreement Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, the Eleventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 11, 2020, the Twelfth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 27, 2020, and the Thirteenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of April 26, 2024, each among the Transferor, the Bank, as servicer (the “Servicer”), and U.S. Bank, as successor to Union Bank and other predecessor entities, as trustee (the “WFNMT Trustee”), and as supplemented by the Succession Agreement, dated as of June 18, 2021 (the “Successor Trustee Agreement”), by and among the Transferor, Union Bank, as resigning WFNMT Trustee, and U.S. Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011, the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016, the Fourth Amendment to the Receivables Purchase Agreement, dated as of June 11, 2020, and the Fifth Amendment to the Receivables Purchase Agreement, dated as of April 26, 2024 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011, the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016, and the Eleventh Amendment to the Transfer and Servicing Agreement, dated as of April 26, 2024 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, WFN 2024-B Underwriting Agreement 2003, among the Transferor, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of July 6, 2016 (as amended and or supplemented from time to time, the “IndentureAsset Representations Review Agreement”), between among the Indenture Trustee Bank, as seller, the Transferor, the Servicer, the Issuer and the TrustAsset Representations Reviewer. To The Bank has agreed to provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by notices and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting perform on behalf of the Trust, will acquire Issuer certain additional student loans on or prior to [ ], [ ] (other administrative obligations required by the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansTSA, the “Financed Student Loans”) using amounts in certain accounts owned Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Trust which have been set aside for such purpose. In additionIssuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the Administrator will perform certain administrative duties on behalf of the Trust pursuant First Amendment to the Administration Agreement, dated as of [ ]July 31, [ ] 2009 (as amended and supplemented from time to timeheretofore amended, the “Administration Agreement”), among between the Indenture Trustee, the Trust and the Administrator. [KBUSA]Bank, as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”)Administrator, and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapIssuer. The TSA, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacityPSA, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Agreement and the Put Options] Asset Representations Review Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as the this “Basic DocumentsAgreement.” Simultaneously with To the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreementextent not defined herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them assigned in Appendix A attached heretothe Program Documents.

Introductory. Key Consumer Receivables LLCDuke Capital Financing Trust [ ], a Delaware limited liability companystatutory business trust (the "Trust"), and Duke Capital Corporation, a Delaware corporation (the "Corporation"), propose that the Trust issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”"Notes") to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (be issued by the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Corporation. The Notes Preferred Securities and the Common Securities will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the "Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"), among the Trust, the Eligible Lender Trustee, KBUSACorporation, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes trustees named therein, including The Chase Manhattan Bank, as property trustee (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap"Property Trustee"), the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.1

Introductory. Key Consumer Receivables Sunnova Sol III Issuer, LLC, a Delaware limited liability companycompany (the “Issuer”), proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), the 2.58% Solar Asset Backed Notes, Series 2021-1 (the “Notes”), in the Initial Outstanding Note Balance set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). On the Closing Date, Sunnova Sol III Holdings, LLC, a Delaware limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Sol III Depositor, LLC, a Delaware limited liability company (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] ) and the Issuer will enter into a sale and contribution agreement (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “UnderwritersContribution Agreement”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ]the Closing Date, [ ], as amended pursuant to which: (i) Sunnova Sol Holdings will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and restated by (iii) the Amended and Restated Trust AgreementIssuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee Closing Date (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware TrusteeIndenture”). The assets of , by and between the Trust include certain graduate, undergraduate Issuer and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USAWilmington Trust, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ]association, as eligible lender indenture trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”). Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the holders of Noteholders to secure the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold Pursuant to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreementa transaction management agreement, dated as of [ ]the Closing Date, [ ] by and between the Issuer and Sunnova TE Management, LLC, a Delaware limited liability company (as amended and supplemented from time to time, the “Sale and Servicing AgreementSunnova Management”), among Sunnova Management will provide certain administrative, collection and other management services to the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (Issuer and in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency respect of the Commonwealth of Pennsylvania] (“[PHEAA]” andManaging Members and the interest, rights and obligations thereof. Finally, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together connection with the Subsequent Student Loans and the Initial Financed Student Loanstransaction, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator Sunnova Energy will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreementdeliver a performance guaranty, dated as of [ ]the Closing Date, [ ] (as amended in favor of the Issuer and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one Trustee for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale Issuer, Depositor and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the “Basic Documents.Sunnova NPA Parties”. The Sunnova NPA Parties, and together with Sunnova Management, Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Project Company are referred to herein as a “Sunnova Entity” Simultaneously with and collectively, the issuance and sale “Sunnova Entities”. The Securities Act of the Certificates 1933, as contemplated herein amended, and the sale of the Notes rules and regulations promulgated thereunder, is herein referred to as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust CertificateSecurities Act”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and in this Agreement but not otherwise defined herein shall have the meanings given them set forth in Appendix the “Standard Definitions” attached as Annex A attached heretoto the Indenture.

Introductory. Key Consumer Receivables WODFI LLC, a Delaware limited liability company, company (the “Depositor”------------ "Transferor") and World Omni Financial Corp. ("World Omni"), proposes to cause KeyCorp Student Loan Trust [ ] (a Florida corporation, hereby confirm their respective agreements with you and each of the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the other underwriters named in Schedule I hereto (the “"Underwriters”"), for whom you (the “Representative”) are acting as representative. Simultaneously representative (the "Representative"), with respect to the issuance and sale by the Transferor to the Underwriters of the Certificates as contemplated herein, the Trust will issue $___________ 157,000,000 aggregate principal amount of its Floating Rate Class [ ] Asset Backed Notes Notes, Class A (the “Class [ ] "Notes”") and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes the World Omni Master Owner Trust (the “Class [ ] Notes” and"Issuer" or the "Trust") under the terms and conditions herein contained. The Issuer was created as a Delaware business trust under the Trust Agreement (the "Trust Agreement"), with dated as of November 22, 1999, between the Class [ ] NotesTransferor and Chase Manhattan Bank Delaware, a Delaware banking corporation (the predecessor-by-merger to Chase Manhattan Bank USA, National Association), as owner trustee (in such capacity, the “Notes”"Owner Trustee"). The Notes will be sold issued pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA Amended and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust AgreementRestated Indenture, dated as of [ ]April 6, [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee 2000 (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”"Indenture"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Issuer and BNY Midwest Trust and [KBUSA]Company, an Illinois banking corporation (as successor-in-interest to the corporate trust administration of ▇▇▇▇▇▇ Trust & Savings Bank), as the swap counterparty indenture trustee (in such capacity, the “Swap Counterparty”"Indenture Trustee"), an interest rate cap agreement for as supplemented by the Group II Notes Series 2001-1 Supplement (the “Group II Cap Agreement”"Series Supplement"), to be dated as of the Closing Date (as defined in Section 3 hereof), between the form Issuer and the Indenture Trustee. The Notes will be secured by the Collateral pledged to the Indenture Trustee under the Indenture. The Collateral includes, among other things, wholesale receivables generated by World Omni from time to time in certain revolving financing arrangements with automobile dealers to finance their automobile, light duty truck and other motor vehicle inventory and collections on the Receivables. Certain Receivables existing at the opening of a 1992 ISDA Master Agreement with a schedule business on November 22, 1999 (the "Initial Closing Date") have been, and related confirmation theretospecified Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by World Omni to the Transferor pursuant to the Amended and Restated Receivables Purchase Agreement, dated as of [ ]April 6, [ ], between the Trust and [KBUSA]2000, as the cap counterparty (in such capacityamended by Amendment No. 1 thereto dated as of August 11, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] 2000 (the “Securities Insurer”"RPA") to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes between World Omni and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”)Transferor. The Initial Financed Student Loans Transferor has sold, assigned, transferred and conveyed and will be sold continue to sell, assign, transfer and convey such property to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee Issuer pursuant to the Amended and Restated Trust Sale and Servicing Agreement, dated as of [ ]April 6, [ ] (2000, as amended and supplemented from time to timeby Amendment No. 1 thereto dated as of August 11, 2000 (the “"Sale and Servicing Agreement”), ") among the TrustWorld Omni, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer Transferor and the Custodian. The Notes will be issued pursuant Issuer and the Issuer has pledged such property to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, Trustee. Capitalized terms used herein that are not otherwise defined shall have the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support meanings ascribed thereto in Appendix A to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Sale and Servicing Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the The Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust AgreementSeries Supplement, the Student Loan Transfer Agreements, the Insurance Agreement, RPA and the Administration Agreement (the "Administrative Agreement"), dated as of November 22, 1999, among the Custodial AgreementIssuer, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements World Omni and the Put Options] Indenture Trustee, are referred to herein collectively as the “"Basic Documents".” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. Key Consumer Nissan Master Owner Trust Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) ), a Delaware statutory trust, proposes to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $[___________ ] principal amount of its Floating Rate Class [ Nissan Master Owner Trust Receivables, Series 20[__]-[_] Asset Backed Notes (the “Class [ [Underwritten] Notes”) ), issued by the Trust. [In addition to the Underwritten Notes, on the Series 20[__]-[_] Issuance Date, the Trust will issue and the Transferor or an affiliate of the Transferor will retain $[___________ ] principal amount of its Floating Rate Class [ Nissan Master Owner Trust Receivables, Series 20[__]-[_] Asset Backed Notes (the “Class [ ] Retained Notes” and, together with the Class [ ] Underwritten Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. .] The Trust was formed, and the Certificates will be issued, formed pursuant to the Trust Agreementa trust agreement, dated as of [ May 13, 2003, between Nissan Wholesale Receivables Corporation II (the “Depositor”) and [Wilmington Trust Company], [ ]as owner trustee (the “Owner Trustee”), as amended and restated by the Amended amended and Restated Trust Agreementrestated trust agreement, dated as of [ ]October 15, [ ] 2003 (as further amended and supplemented from time to time, collectivelyrestated, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation parties thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be a supplement, dated as of [ ], [ [_________] (as the “Indenture Supplement”), to an amended and supplemented from time to timerestated indenture, dated as of October 15, 2003 (together with the Indenture Supplement, the “Indenture”), between the Indenture Trustee Trust and the Trust. To provide credit support to the Group II Insured Notes only[U.S. Bank National Association], the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement as indenture trustee (the “Insurance AgreementIndenture Trustee”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned be governed by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf terms of the Trust pursuant to the Administration Agreementan amended and restated transfer and servicing agreement, dated as of [ ]October 15, [ ] 2003 (as amended and supplemented from time to time, the “Administration Transfer and Servicing Agreement”), among the Indenture TrusteeDepositor, the Trust and the Administrator. [KBUSA], as cap provider Nissan Motor Acceptance Corporation (in such capacity, the “Cap ProviderNMAC”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes as servicer (the “Group I Basis Risk CapServicer”), and the other for Trust. The Trust Agreement and the benefit Transfer and Servicing Agreement are subject to the Agreement of the Group II Notes Modification to Transaction Documents, dated as of February 12, 2010 (the “Group II Basis Risk Cap” and together with the Group I Basis Risk CapAgreement of Modification”), the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with among the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put OptionDepositor, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercisedOwner Trustee, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to Indenture Trustee and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliateNMAC. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in Appendix A the Indenture and the Annex of Definitions attached heretoto the Transfer and Servicing Agreement.

Introductory. Key Consumer Receivables Hilton Grand Vacations Borrower Escrow, LLC, a Delaware limited liability company, company (the “DepositorIssuer”), proposes to cause KeyCorp Student Loan Trust [ ] and Hilton Grand Vacations Borrower Escrow, Inc., a Delaware corporation (the “TrustCo-Issuer” and, together with the Issuer, the “Issuers”) ), each an indirect wholly-owned subsidiary of Hilton Grand Vacations Inc. (the “Parent”), the indirect parent of Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Surviving Issuer”), and Hilton Grand Vacations Borrower Inc., a Delaware corporation (the “Surviving Co-Issuer” and, together with the Surviving Issuer, the “Surviving Issuers”), propose to issue and sell to Deutsche Bank Securities Inc. (“Deutsche Bank”) and the other several initial purchasers named in Annex A (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in Annex A of $[ ] 500,000,000 aggregate principal amount of its Class [ ] Asset Backed Certificates the Issuers’ 4.875% Senior Notes due 2031 (the “Certificates”) to the underwriters named in Schedule I hereto (the “UnderwritersNotes”), for whom you . Deutsche Bank has agreed to act as the representative of the several Initial Purchasers (the “Representative”) are acting as representative. Simultaneously in connection with the issuance offer and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes related Guarantees (collectively, the “Group II Insured Notes”as defined below) (the “Group II Insured Notes Guaranty Insurance PolicyOffering”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] an indenture (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), by and among the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student LoansIssuers, the “Financed Student Loans”) using amounts Surviving Issuer in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated its capacity as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider Escrow Guarantor (in such capacity, the “Cap ProviderEscrow Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), will enter into basis risk caps with pursuant to a blanket issuer letter of representations, as supplemented by the Trustrelevant riders, one for each to be dated on or before the benefit Closing Date (as so supplemented, the “DTC Agreement”), among the Issuers and the Depositary. The representations, warranties, covenants and agreements of the holders Surviving Issuers and the Guarantors (as defined below), other than the Escrow Guarantor, under this agreement (this “Agreement”) shall not become effective until the execution by the Surviving Issuers and the Guarantors of a joinder agreement to this Agreement, substantially in the Group I Notes form attached hereto as Exhibit C (the “Group I Basis Risk CapJoinder Agreement”), at which time such representations, warranties, covenants and agreements shall become effective as of the date hereof pursuant to the terms of the Joinder Agreement, and each of the Surviving Issuers and the Guarantors shall, without any further action by any person, become a party to this Agreement. The Offering is occurring in connection with the Agreement and Plan of Merger, dated as of March 10, 2021 (as amended, the “Merger Agreement”), by and among the Parent, the Surviving Issuer, Dakota Holdings, Inc., a Delaware corporation (“Diamond”), and the stockholders of Diamond named therein, pursuant to which Diamond will merge with and into the Surviving Issuer (the “Diamond Merger”). The Surviving Issuer will be the surviving entity of the Diamond Merger. In conjunction with or prior to the Diamond Merger, and as described in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Parent, Holdings (as defined below), the Surviving Issuer and certain of the Surviving Issuer’s subsidiaries will (i) enter into a Credit Agreement, to be dated on or about the Closing Date, with Bank of America, N.A., as administrative agent, and the lenders and other parties party thereto (the “New Credit Agreement”), providing for a new $1.3 billion seven-year senior secured term loan facility, and (ii) amend (such amendment, the “Revolver Amendment” and, together with the New Credit Agreement and any other documents, agreements or instruments delivered in connection therewith, the “New Credit Documents”) their existing revolving credit facility under the Credit Agreement, dated as of December 28, 2016, as further amended, supplemented or otherwise modified, by and among the Parent, Holdings, the Surviving Issuer and certain of the Surviving Issuer’s subsidiaries, Bank of America, N.A., as administrative agent, and the lenders and other parties party thereto. In addition, in conjunction with the Diamond Merger and as described in the Pricing Disclosure Package, on June 4, 2021, the Issuers, the Escrow Guarantor and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2029 Notes Indenture” and together any documents, agreements and instruments delivered in connection therewith, the "2029 Notes Documents") for the benefit issuance and sale (the "2029 Notes Offering”) of $850,000,000 aggregate principal amount of 5.000% senior notes due 2029 (the “2029 Notes”) and, upon the closing of the Group II Diamond Merger and the merger of the Issuer and Co-Issuer with and into the Surviving Issuer and Surviving Co-Issuer, respectively, the Surviving Issuers will thereupon assume the obligations under the 2029 Notes, the 2029 Notes will become guaranteed by the Guarantors and the proceeds of the 2029 Notes Offering will be released from escrow to fund the repayment of certain existing indebtedness of the Surviving Issuers and Diamond and to pay related fees and expenses (collectively, the "2029 Notes Transactions"). As described in the Pricing Disclosure Package and the Final Offering Memorandum, the proceeds from the Offering are expected to be used to fund the repayment of certain existing indebtedness of the Surviving Issuers and Diamond and to pay related fees and expenses. If the Closing Date occurs prior to the Completion Date, concurrently with the closing of the offering of the Notes, the Issuers will enter into a customary escrow agreement relating to the Notes (the “Group II Basis Risk Cap” and together Escrow Agreement”) with the Group I Basis Risk CapTrustee, Wilmington Trust, National Association, as escrow agent (the “Basis Risk Cap AgreementsEscrow Agent”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto), each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basisEscrow Guarantor. Pursuant to the Group I Interest Rate SwapEscrow Agreement, (i) the Issuers will deposit or cause to be deposited the gross proceeds of the Offering into a segregated escrow account established pursuant to the Escrow Agreement (the “Escrow Account”) and (ii) the Escrow Guarantor will agree to pay (the “Escrow Guarantee”) an amount necessary to fund the interest due on each Distribution the Notes from June 28, 2021 to, but excluding the Special Mandatory Redemption Date (as defined in the Trust Preliminary Offering Memorandum). The funds held in the Escrow Account will be entitled released to receive certain payments from the Swap CounterpartySurviving Issuer upon delivery by the Issuers to the Escrow Agent and the Trustee of an officer’s certificate certifying that the Escrow Conditions (as defined in the Pricing Disclosure Package) have been or, and/or substantially concurrently with the Trust release of the funds held in the Escrow Account, will be required to make certain payments to met, including (a) the Swap Counterpartyconsummation of the Diamond Merger, (b) the application of the funds held in each case on a net basis. [Key Bank National Association]the Escrow Account in connection with the Diamond Merger as described in the Pricing Disclosure Package and the Final Offering Memorandum, a national banking association, (c) the execution and delivery by the Surviving Issuers and the Guarantors of (i) the Supplemental Indenture (as put option provider defined below) and (“[KBNA]” ii) the Joinder Agreement ((i) and in such capacity(ii) together, the “Put Option ProviderAssumption”), and (d) will enter the consummation of (i) the merger of the Issuer with and into two put option agreements the Surviving Issuer, with the TrustSurviving Issuer continuing as the surviving entity, one with respect to and (ii) the Group I Student Loans (the “Group I Put Option”) for the benefit merger of the holders of Co-Issuer with and into the Group I NotesSurviving Co-Issuer, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put OptionSurviving Co-Issuer continuing as the surviving entity (collectively, the “Put OptionsEscrow Mergers”) for the benefit of the holders of the Group II Notes). Pursuant to each of the Put OptionsThe date, if any, when the related Put Option Escrow Conditions are satisfied is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are herein referred to herein as the “Basic DocumentsEscrow Release Date.” Simultaneously with In the issuance and sale event that upon the earlier of (a) the Certificates Escrow Agent not having received the officer’s certificate described above on or prior to the Escrow End Date (as contemplated herein defined in the Preliminary Offering Memorandum), (b) the Issuers notifying the Escrow Agent and the sale of Trustee in writing that the Notes as contemplated in the Note Underwriting Agreement, and pursuant Diamond Merger will not be consummated on or prior to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.the

Introductory. Key Consumer Receivables LLCComEd Financing III (the "Trust"), a Delaware limited liability company, statutory trust organized under the Statutory Trust Act (the “Depositor”"Delaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), proposes to cause KeyCorp Student Loan Trust [ ] and Commonwealth Edison Company, an Illinois corporation (the “"Company" and, together with the Trust”) , the "Offerors"), propose to issue and sell $[ ] principal from time to time Trust Preferred Securities. The Trust Preferred Securities will be issued by the Trust as 6.35% Trust Preferred Securities (liquidation amount of its Class [ ] Asset Backed Certificates $1,000 per security) with the terms specified in Schedule I hereto representing undivided beneficial interests in the assets of the Trust (the “Certificates”"Preferred Securities"). The Preferred Securities will be guaranteed by the Company (the "Guarantee" and, together with the Preferred Securities, the "Offered Securities"), to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee") to be dated as of the Closing Date (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Offerors propose to sell to the underwriters named in Schedule I II hereto (the “"Underwriters”), ") for whom you (the “Representative”) are acting as representativeRepresentative (the "Representative") 200,000 Offered Securities as set forth in Schedule II hereto. Simultaneously with The entire proceeds from the issuance and sale of the Certificates as contemplated herein, Offered Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and will issue be used by the Trust to purchase $___________ 206,186,000 in aggregate principal amount of its Floating Rate Class [ ] Asset Backed 6.35% Junior Subordinated Deferrable Interest Notes due March 15, 2033 (the “Class [ ] "Subordinated Notes”") issued by the Company. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Date (the "Declaration"), among the Company, as sponsor, J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as administrative trustees (the "Administrative Trustees"), Wilmington Trust Company, as property trustee (the "Property Trustee") and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes as Delaware trustee (the “Class [ ] Notes” and, "Delaware Trustee," and together with the Class [ ] NotesProperty Trustee and the Administrative Trustees, the “Notes”"Trustees"). The Subordinated Notes will be sold issued pursuant to an underwriting agreement indenture, dated as of September 1, 1995 (as heretofore supplemented and as supplemented by a Fourth Supplemental Indenture dated as of the date hereof (the “Note Underwriting Agreement”) "Supplemental Indenture"), the "Indenture"), between the DepositorCompany and Wilmington Trust Company, KBUSA and as trustee (the Representative"Debenture Trustee"). The Trust was formed, and the Certificates Preferred Securities issued in book-entry form will be issued, issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to the Trust Agreementa letter agreement, to be dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee Closing Date (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer "DTC Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor Property Trustee and KBUSA, as administrator (in such capacity, the “Administrator”)DTC. The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer Offered Securities and the Custodian. The Subordinated Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are hereinafter collectively referred to herein as the “Basic Documents"Securities.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto."

Introductory. Key Consumer Receivables LLC▇▇▇▇▇▇▇▇▇ Energy, Inc., a Delaware limited liability company, corporation (the “DepositorCompany”), proposes to cause KeyCorp Student Loan Trust [ ] issue and sell to the several Initial Purchasers named in Schedule A (the “TrustInitial Purchasers”), acting severally and not jointly, 2,250,000 shares of the Company’s 8.5% Convertible Perpetual Preferred Stock, par value $0.001 per share and liquidation preference $100 per share, which shall have the rights, powers and preferences set forth in the Certificate of Designation (the “Certificate of Designation”) of 8.5% Convertible Perpetual Preferred Stock (the “Firm Securities”). The Company also proposes to issue and sell $[ ] principal amount at the option of Deutsche Bank Securities Inc. an additional 400,000 shares of its Class [ ] Asset Backed Certificates 8.5% Convertible Perpetual Preferred Stock (the “CertificatesOption Securities” and together with the Firm Securities, the “Securities”) solely to cover over-allotments, if any, as set forth below. Deutsche Bank Securities Inc. has agreed to act as the underwriters named in Schedule I hereto (representative of the “Underwriters”), for whom you Initial Purchasers (the “Representative”) are acting as representative. Simultaneously in connection with the issuance offering and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)Securities. The Notes Securities will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as convertible into shares of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets common stock of the Trust include certain graduateCompany, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association par value $0.001 per share (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate SwapCommon Stock”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), manner described in the form Certificate of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”)Designation. The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf shares of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered Common Stock into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will may be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] converted are referred to herein as the “Basic DocumentsUnderlying Securities.” Simultaneously with The Company understands that the issuance and sale Initial Purchasers propose to make an offering of the Certificates as contemplated Securities on the terms and in the manner set forth herein and in the sale Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes as contemplated in the Note Underwriting Agreement, and pursuant Securities to the Trust Agreement, the Trust will issue its Trust Certificate purchasers (the “Trust CertificateSubsequent Purchasers”) representing a fractional undivided residual ownership interest on the terms set forth in the Trust Pricing Disclosure Package (the first time when sales of the Securities are made by the Initial Purchasers is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Depositor terms of the Securities and the Certificate of Designation, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 14, 2009, including documents incorporated by reference therein (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 14, 2009, in the form attached hereto as Exhibit B (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its designated affiliatesolicitation of offers to purchase the Securities. Capitalized The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof including documents incorporated by reference therein (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and not otherwise defined regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall have be deemed to mean and include all information filed under the meanings given them Exchange Act after the Time of Sale and incorporated by reference in Appendix A attached hereto.the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. Key Consumer Receivables LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company, corporation (the “Depositor”"DEPOSITOR"), proposes to cause KeyCorp Student Loan Trust [ ] form a commercial mortgage trust (the “Trust”) "TRUST"), which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CKN2. The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "AGREEMENT"), to sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule SCHEDULE I hereto (each, an "UNDERWRITER" and, collectively, the “"UNDERWRITERS"; PROVIDED, HOWEVER, that if you are the only underwriter named in SCHEDULE I hereto, then the terms "Underwriter" and "Underwriters”" shall refer solely to you), for whom you act as representative (in such capacity, the "REPRESENTATIVE"), those classes of such securities as are identified on SCHEDULE II hereto (the “Representative”) are acting as representativeclasses of securities identified on SCHEDULE II hereto, collectively, the "CERTIFICATES"). Simultaneously with Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the issuance and sale of the Certificates as contemplated herein, Trust. The terms on which the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes the Certificates will be specified in the Prospectus (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”as defined in SECTION 2(c)). The Notes assets of the Trust (all such assets collectively, the "TRUST FUND") will consist primarily of a segregated pool of multifamily and commercial mortgage loans (collectively, the "MORTGAGE LOANS") that will be sold purchased by the Depositor from Column Financial, Inc. ("COLUMN"), KeyBank National Association ("KEYBANK"), National Consumer Cooperative Bank ("NCB"), NCB Capital Corporation ("NCBCC") and NCB, FSB (together with Column, Keybank, NCB and NCBCC, the "MORTGAGE LOAN SELLERS"), respectively, pursuant to an underwriting agreement separate mortgage loan purchase agreements dated the date hereof as of May 2, 2002 (the “Note Underwriting Agreement”) between the Depositoreach, KBUSA and the Representativea "MORTGAGE LOAN PURCHASE AGREEMENT"). The Trust was formedwill be created, the Mortgage Loans will be transferred to the Trust, and the Certificates will be issued, pursuant to the Trust Agreement, a pooling and servicing agreement dated as of [ ]May 13, [ ]2002 (the "POOLING AND SERVICING AGREEMENT"), as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ]Key Corp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as Eligible Lender Trustee (master servicer for the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Mortgage Loans that are not guaranteed secured by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty residential cooperative properties (in such capacity, the “Swap Counterparty”"GENERAL MASTER SERVICER"), an interest rate cap agreement ARCap Special Servicing, Inc., as special servicer for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty Mortgage Loans that are not secured by residential cooperative properties (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"GENERAL SPECIAL SERVICER"), among the TrustNCB, the Eligible Lender Trustee, KBUSAFSB, as master servicer for the Mortgage Loans that are secured by residential cooperative properties (in such capacity, the “Master Servicer”"CO-OP MASTER SERVICER"), the Depositor and KBUSANCB, as administrator special servicer for the Mortgage Loans that are secured by residential cooperative properties (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub"CO-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”OP SPECIAL SERVICER"), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans▇▇▇▇▇ Fargo Bank Minnesota, which will be held by [Deutsche Bank National Trust Company]N.A., as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider trustee (in such capacity, the “Cap Provider”"TRUSTEE"), . The offering of the Certificates made pursuant to the Registration Statement (as defined in SECTION 2(a)) will enter into basis risk caps with be made through the Trust, one Underwriters. This Agreement provides for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Certificates as contemplated herein to, and the sale purchase and offering thereof by, the Underwriters. SCHEDULE I sets forth the aggregate amount of each class of Certificates that is to be purchased by each Underwriter. SCHEDULE II sets forth the classes of the Notes as contemplated in the Note Underwriting Agreement, and pursuant Certificates subject to the Trust this Agreement, the Trust will issue its Trust Certificate (principal balance of each class of the “Trust Certificate”) representing a fractional undivided residual ownership interest Certificates to be issued and any terms thereof not otherwise specified in the Trust Pooling and Servicing Agreement and the price at which each class of the Certificates is to be purchased by the Depositor or its designated affiliateUnderwriters from the Depositor. Capitalized terms used and not otherwise defined herein shall have The offering of the meanings given them in Appendix A attached heretoCertificates will be governed by this Agreement.

Introductory. Key Consumer Receivables LLCComEd Financing III (the "TRUST"), a Delaware limited liability company, statutory business trust organized under the Business Trust Act (the “Depositor”"DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), proposes to cause KeyCorp Student Loan Trust [ ] and Commonwealth Edison Company, an Illinois corporation (the “"COMPANY" and, together with the Trust”) , the "OFFERORS"), propose to issue and sell $[ ] principal from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of its Class [ ] Asset Backed Certificates $____ per security) representing undivided beneficial interests in the assets of the Trust (the “Certificates”"Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the “Underwriters”"Designated Securities"), for whom you (. The entire proceeds from the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as contemplated hereinguaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will issue $be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and ___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes , as administrative trustees (the “Class [ ] Notes”"ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans"DELAWARE TRUSTEE,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” " and together with the Non-Guaranteed Private LoansProperty Trustee and the Administrative Trustees, the “Financed Private Loans”"TRUSTEES"). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor Subordinated Debentures will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), be issued pursuant to the Student Loan Transfer Agreementan indenture, dated as of [ ]September 1, [ ] 1995 (the “Student Loan Transfer Agreement”) "INDENTURE"), between KBUSA, the Depositor Company and [ ]Wilmington Trust Company, as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”"DEBENTURE TRUSTEE"). The Group I Notes Capital Securities issued in book-entry form will be entitled issued to receive payments Cede & Co. as nominee of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will Depository Trust Company ("DTC") pursuant to a letter agreement, to be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes Closing Time (the “Group II Cap "DTC Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”"), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacityProperty Trustee and DTC. The Capital Securities, the “Master Servicer”), the Depositor and KBUSA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania] (“[PHEAA]” and, in its capacity as a sub-servicer, a “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-Servicer”), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by [Deutsche Bank National Trust Company], as custodian (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial Agreement”) dated as of [ ], [ ], between the Master Servicer Capital Securities Guarantee and the Custodian. Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] (as amended and supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Agreement”), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the “Cap Provider”), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”), and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement, the Indenture, the Trust AgreementDeclaration, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements DTC Agreement and the Put Options] this Agreement are hereinafter referred to herein collectively as the “Basic Documents"OPERATIVE DOCUMENTS.” Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto."

Introductory. Key Consumer Receivables First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware limited liability company, (company formed under the “Depositor”)laws of the State of Nebraska, proposes to cause KeyCorp Student Loan First National Master Note Trust [ ] (the “TrustIssuer”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ A Series [20 - ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes to the Underwriters (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”)as defined hereinafter) for whom you are acting as Representatives. The Notes will be sold Issuer is a Delaware statutory trust formed pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”a) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the a Trust Agreement, dated as of [ ]October 16, [ ]2002, as amended and restated in its entirety by the Second Amended and Restated Trust Agreement, Agreement dated as of [ ]September 23, [ ] 2016 (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among ), between the Depositor, [ ]Transferor and Wilmington Trust Company (“WTC”), as Eligible Lender Trustee owner trustee (the “Eligible Lender Owner Trustee”) and [ ](b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as Delaware successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Delaware Indenture Trustee”), as supplemented by the Series [20 - ] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust include Issuer include, among other things, certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] amounts due (the “Closing DateReceivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Initial Financed Student Loans will be divided into two pools of student loans, Receivables are transferred to the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association (“KBUSA,” and in such capacity, the “Seller”), Issuer pursuant to the Student Loan Second Amended and Restated Transfer Agreement, dated as of [ ], [ ] (the “Student Loan Transfer Agreement”) between KBUSA, the Depositor and [ ], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [ ], [ ], (the “Cutoff Date”), an interest rate swap agreement for the Group I Notes (the “Group I Interest Rate Swap”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the “Swap Counterparty”), an interest rate cap agreement for the Group II Notes (the “Group II Cap Agreement”), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the “Cap Counterparty”) and a note guaranty insurance policy issued by [ ] (the “Securities Insurer”) to [ ], a [ ] (the “Indenture Trustee”) for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the Class II-[ ] Notes (collectively, the “Group II Insured Notes”) (the “Group II Insured Notes Guaranty Insurance Policy”). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ]September 23, [ ] 2016 (as amended and supplemented from time to timeamended, the “Sale Transfer and Servicing Agreement”), among the TrustTransferor, First National Bank of Omaha, a national banking association (the Eligible Lender Trustee, KBUSA“Bank”), as master servicer (in such capacitythe “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Master ServicerReceivables Purchase Agreement”), between the Depositor Transferor and KBUSAthe Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance AgencyBank, an agency as “originator” for purposes of the Commonwealth of Pennsylvania] EU Retention Rules (“[PHEAA]” andas defined below), will also make certain representations, warranties and covenants to the Issuer in its capacity connection with the EU Retention Rules (with the Indenture Trustee as a sub-servicerthird party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the “Sub-Servicer”) and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] (“[Great Lakes]” or a “Sub-ServicerRisk Retention Agreement”), two agreements among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with [PHEAA] regarding certain of any relevant regulatory technical standards adopted by the Group I European Commission and Group II Student Loans any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, each as in effect and two agreements with [Great Lakes] regarding certain of applicable on the Group I and Group II Student LoansClosing Date. The Master Servicer will also directly service certain of Receivables (and the Group II Student Loans, which related accounts) will be held subject to review by [Deutsche Bank National Trust Company]FTI Consulting, as custodian Inc. (the “Custodian”), pursuant to that certain Custodial Agreement (the “Custodial AgreementAsset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of [ ]September 23, [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Indenture to be dated as of [ ], [ ] 2016 (as amended and or supplemented from time to time, the “Indenture”), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the “Insurance Agreement”) dated as of [ ], [ ] by and among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [ ], [ ] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the “Administration Asset Representations Review Agreement”), among the Indenture TrusteeIssuer, the Trust and the Administrator. [KBUSA], as cap provider (in such capacityTransferor, the “Cap Provider”)Bank, will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the “Group I Basis Risk Cap”)in its capacity as RPA Seller and as Servicer, and the other for the benefit of the Group II Notes (the “Group II Basis Risk Cap” Asset Representations Reviewer. The Transfer and together with the Group I Basis Risk Cap, the “Basis Risk Cap Agreements”) each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders’ Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider (“[KBNA]” and in such capacity, the “Put Option Provider”) will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the “Group I Put Option”) for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the “Group II Put Option” and together with the Group I Put Option, the “Put Options”) for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Servicing Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements Retention Agreement and the Put Options] Asset Representations Review Agreement are referred to herein, collectively, as the “Transaction Documents.” This Underwriting Agreement is referred to herein as the this “Basic DocumentsAgreement.” Simultaneously with To the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreementextent not defined herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Trust Certificate”) representing a fractional undivided residual ownership interest in the Trust to the Depositor or its designated affiliate. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings given them assigned in Appendix A attached heretothe Transaction Documents.