Key Bank Usa National Association Sample Contracts

Key Bank Usa National Association – TRUST AGREEMENT (May 14th, 2004)

EXHIBIT NO. 4.2 AMENDED AND RESTATED TRUST AGREEMENT between KEY CONSUMER RECEIVABLES LLC as Depositor and [ ], not in its individual capacity but solely as Eligible Lender Trustee Dated as of [ ], [ ] Table of Contents Page ---- ARTICLE I Definitions and Usage ARTICLE II

Key Bank Usa National Association – INDENTURE (May 14th, 2004)

EXHIBIT NO. 4.1 INDENTURE between KEYCORP STUDENT LOAN TRUST [ ], as Issuer and [ ], not in its individual capacity but solely as Indenture Trustee Dated as of [ ], [ ] TABLE OF CONTENTS Page ARTICLE I Definitions and Usage SECTION 1.01. Definitions and Usage..............................

Key Bank Usa National Association – SALE AND SERVICING AGREEMENT (May 14th, 2004)

EXHIBIT NO. 10.1 SALE AND SERVICING AGREEMENT Among KEYCORP STUDENT LOAN TRUST [ ] as Issuer, KEY CONSUMER RECEIVABLES LLC, as Depositor, KEY BANK USA, NATIONAL ASSOCIATION as Master Servicer, [ ] not in its individual capacity but solely as Eligible Lender Trustee, and KEY BANK USA, NATIONAL ASSOCIATION as Administrator Dated as of [ ], [ ] TABLE OF CONTENTS

Key Bank Usa National Association – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF (May 14th, 2004)

EXHIBIT 4.3 ----------- AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KEY CONSUMER RECEIVABLES LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KEY CONSUMER RECEIVABLES LLC This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of Key Consumer Receivables LLC (the "Company"), is entered into by Key Bank USA, National Association as the sole equity member (the "Member"), and Evelyn Echevarria, as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto. The Member, by execution of this Agreement, hereby forms the Company as a limited liability company pursua

Key Bank Usa National Association – LIMITED LIABILITY COMPANY DECLARATION OF KEY CONSUMER RECEIVABLES LLC (July 31st, 2001)

This Limited Liability Company Declaration (together with the schedules attached hereto, this "Declaration") of Key Consumer Receivables LLC (the "Company"), is entered into by Key Bank USA, National Association as the sole equity member (the "Member"). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Key Bank Usa National Association – INDENTURE (October 12th, 1999)

EXECUTION COPY ============================================================================== INDENTURE between KEYCORP STUDENT LOAN TRUST 1999-B, as Issuer and BANKERS TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee Dated as of September 1, 1999 =============================================================================== TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND USAGE SECTION 1.01. Definitions and Usage..................

Key Bank Usa National Association – CERTIFICATE UNDERWRITING AGREEMENT (October 12th, 1999)

EXECUTION COPY KEYCORP STUDENT LOAN TRUST 1999-B $65,000,000 FLOATING RATE ASSET BACKED CERTIFICATES KEY BANK USA, NATIONAL ASSOCIATION (SELLER) CERTIFICATE UNDERWRITING AGREEMENT September 30, 1999 Credit Suisse First Boston Corporation As Representative of the several Underwriters 11 Madison Avenue New York, N.Y. 10010 Dear Sirs: 1. INTRODUCTORY. Key Bank USA, National Association, a national banking association ("KBUSA"), proposes to cause KeyCorp Student Loan Trust 1999-B (the "Trust") to issue and sell $65,000,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are a

Key Bank Usa National Association – SALE AND SERVICING AGREEMENT (October 12th, 1999)

EXECUTION COPY SALE AND SERVICING AGREEMENT among KEYCORP STUDENT LOAN TRUST 1999-B as Issuer, KEY BANK USA, NATIONAL ASSOCIATION as Seller, KEY BANK USA, NATIONAL ASSOCIATION as Master Servicer, BANK ONE, NATIONAL ASSOCIATION not in its individual capacity but solely as Eligible Lender Trustee, and KEY BANK USA, NATIONAL ASSOCIATION as Administrator Dated as of September 1, 1999 TABLE OF CONTENTS

Key Bank Usa National Association – NOTE UNDERWRITING AGREEMENT (October 12th, 1999)

EXECUTION COPY KEYCORP STUDENT LOAN TRUST 1999-B $280,000,000 FLOATING RATE CLASS A-1 ASSET BACKED NOTES $625,000,000 FLOATING RATE CLASS A-2 ASSET BACKED NOTES $30,000,000 FLOATING RATE CLASS M ASSET BACKED NOTES KEY BANK USA, NATIONAL ASSOCIATION (SELLER) NOTE UNDERWRITING AGREEMENT September 30, 1999 Credit Suisse First Boston Corporation As Representative of the several Underwriters 11 Madison Avenue New York, N.Y. 10010 Dear Sirs: 1. INTRODUCTORY. Key Bank USA, National Association, a national banking association ("KBUSA"), proposes to cause KeyCorp Student Loan Trust 1999-B (the "Trust") to issue

Key Bank Usa National Association – TRUST AGREEMENT (October 12th, 1999)

EXECUTION COPY AMENDED AND RESTATED TRUST AGREEMENT between KEY BANK USA, NATIONAL ASSOCIATION as Depositor and BANK ONE, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee Dated as of September 1, 1999 TABLE OF CONTENTS Page ARTICLE I Definitions and Usage ARTICLE II Organization SECTION 2.01. Name..........................................

Key Bank Usa National Association – INDENTURE (February 17th, 1999)

1 EXHIBIT 4.1 EXECUTION COPY ================================================================================ INDENTURE between KEYCORP STUDENT LOAN TRUST 1999-A, as Issuer and BANKERS TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee Dated as of January 1, 1999 ================================================================================ 2 TABLE OF CONTENTS Page

Key Bank Usa National Association – TRUST AGREEMENT (February 17th, 1999)

1 EXHIBIT 4.2 Execution Copy ================================================================================ AMENDED AND RESTATED TRUST AGREEMENT between KEY BANK USA, NATIONAL ASSOCIATION as Depositor and THE FIRST NATIONAL BANK OF CHICAGO, not in its individual capacity but solely as Eligible Lender Trustee Dated as of January 1, 1999 ================================================================================ 2 TABLE OF CONTENTS ARTICLE I

Key Bank Usa National Association – NOTE UNDERWRITING AGREEMENT (February 17th, 1999)

1 EXHIBIT 1.1 Execution Copy KEYCORP STUDENT LOAN TRUST 1999-A $260,000,000 FLOATING RATE CLASS A-1 ASSET BACKED NOTES $570,400,000 FLOATING RATE CLASS A-2 ASSET BACKED NOTES KEY BANK USA, NATIONAL ASSOCIATION (SELLER) NOTE UNDERWRITING AGREEMENT February 3, 1999 2 Credit Suisse First Boston Corporation As Representative of the several Underwriters 11 Madison Avenue New York, N.Y. 10010 Dear Sirs: 1. Introductory. Key Bank USA, National Association, a national banking association (the "Seller"), proposes to cause KeyCorp Student Loan Trust 1999-A (the "Trust") to issu

Key Bank Usa National Association – CERTIFICATE UNDERWRITING AGREEMENT (February 17th, 1999)

1 EXHIBIT 1.2 Execution Copy KEYCORP STUDENT LOAN TRUST 1999-A $34,600,000 FLOATING RATE ASSET BACKED CERTIFICATES KEY BANK USA, NATIONAL ASSOCIATION (SELLER) CERTIFICATE UNDERWRITING AGREEMENT February 3, 1999 2 Credit Suisse First Boston Corporation As Representative of the several Underwriters 11 Madison Avenue New York, N.Y. 10010 Dear Sirs: 1. Introductory. Key Bank USA, National Association, a national banking association (the "Seller"), proposes to cause KeyCorp Student Loan Trust 1999-A (the "Trust") to issue and sell $34,600,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates") to

Key Bank Usa National Association – SALE AND SERVICING AGREEMENT (February 17th, 1999)

1 EXHIBIT 4.3 EXECUTION COPY SALE AND SERVICING AGREEMENT among KEYCORP STUDENT LOAN TRUST 1999-A as Issuer, KEY BANK USA, NATIONAL ASSOCIATION as Seller, PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY as Servicer, EFS SERVICES, INC., as Servicer, THE FIRST NATIONAL BANK OF CHICAGO not in its individual capacity but solely as Eligible Lender Trustee, AND KEY BANK USA, NATIONAL ASSOCIATION

Key Bank Usa National Association – EDUCATIONAL CREDIT HOLDER AGREEMENT (January 29th, 1999)

1 Exhibit 10.7 EDUCATIONAL CREDIT HOLDER AGREEMENT MANAGEMENT CORPORATION FOR PAYMENT ON GUARANTEE OF STUDENT LOANS WITH FEDERAL REINSURANCE (for loans to students and parents of students pursuant to the Higher Education Act of 1965, as amended) WHEREAS, The First National Bank of Chicago, not in its individual capacity but solely as Eligible Lender Trustee on behalf of the KeyCorp Student Loan Trust 1999-A, pursuant to the Trust Agreement dated as of July 13, 1998, between Key Bank USA, National Association and the Eligible Lender Trustee, as the same may be amended, including by w

Key Bank Usa National Association – TRUST AGREEMENT (January 29th, 1999)

1 Exhibit 4.2 ================================================================================ AMENDED AND RESTATED TRUST AGREEMENT between KEY BANK USA, NATIONAL ASSOCIATION as Depositor and THE FIRST NATIONAL BANK OF CHICAGO, not in its individual capacity but solely as Eligible Lender Trustee Dated as of January 1, 1999 ================================================================================ 2 TABLE OF CONTENTS Page

Key Bank Usa National Association – GUARANTEE AGREEMENT (January 29th, 1999)

1 Exhibit 10.8 GUARANTEE AGREEMENT AMONG THE EDUCATION RESOURCES INSTITUTE, INC. AND KEY BANK USA, NATIONAL ASSOCIATION AND THE FIRST NATIONAL BANK OF CHICAGO, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS ELIGIBLE LENDER TRUSTEE ON BEHALF OF KEYCORP STUDENT LOAN TRUST 1999-A This Guarantee Agreement (the "Guarantee Agreement") is made and entered into as of the 13th day of July, 1998, by and among THE EDUCATION RESOURCES INSTITUTE, INC. ("TERI"), a private non-profit corporation organized under Chapter 180 of the Massachusetts general laws with its principal place of business at 330 Stuart Street, Suite 500, Boston, Massachusetts 02116-5237, KEY BANK USA, NATIONAL ASSOCI

Key Bank Usa National Association – HOLDER GUARANTEE AGREEMENT (January 29th, 1999)

1 Exhibit 10.5 HOLDER GUARANTEE AGREEMENT BETWEEN MASSACHUSETTS HIGHER EDUCATION ASSISTANCE CORPORATION DOING BUSINESS AS AMERICAN STUDENT ASSISTANCE AND THE FIRST NATIONAL BANK OF CHICAGO, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS ELIGIBLE LENDER TRUSTEE ON BEHALF OF KEYCORP STUDENT LOAN TRUST 1999-A WHEREAS, Massachusetts Higher Education Assistance Corporation doing business as American Student Assistance (ASA)(R), a private nonprofit corporation created by the General Court of the Commonwealth of Massachusetts and having its principal office at 330 Stuart Street, Boston, Massachusetts 02116 (hereinafter "ASA"), administers several loan guarantee programs providing financial assistance to and on behalf of students e

Key Bank Usa National Association – LENDER AGREEMENT FOR GUARANTEE OF (January 29th, 1999)

1 Exhibit 10.6 LENDER AGREEMENT FOR GUARANTEE OF STUDENT LOANS WITH FEDERAL REINSURANCE (SECONDARY MARKET LENDER) For loans eligible for guarantee under the Higher Education Act of 1965, as amended (the "Act"). WHEREAS, The First National Bank of Chicago, not in its individual capacity but solely as Eligible Lender Trustee on behalf of the KeyCorp Student Loan Trust 1999-A (the "Trust"), pursuant to the Trust Agreement dated as of July 13, 1998, between Key Bank USA, National Association and the Eligible Lender Trustee, as the same may be amended, including by way of amendment and restatement, from time to time (the "Trust Agreement") located at, One First National Plaza, Suite 0126, Chicago, Illinois 60670, Attn: Corporate Trust Administration, using DE Lender ID number 833220 (the "Lender") wishes to secure loan guaran

Key Bank Usa National Association – AGENCY NATIONAL GUARANTY AGREEMENT STUDENT LOANS WITH FEDERAL REINSURANCE (January 29th, 1999)

1 Exhibit 10.4 PENNSYLVANIA HIGHER EDUCATION ASSISTANCE LENDER AGREEMENT FOR GUARANTEE OF AGENCY NATIONAL GUARANTY AGREEMENT STUDENT LOANS WITH FEDERAL REINSURANCE (for loans to students and parents of students pursuant to the Higher Education Act of 1965, as amended) WHEREAS The First National Bank of Chicago, not in its individual capacity but solely as Eligible Lender Trustee on behalf ------------------------------------------------------------------------------------------------------------------ of the KeyCorp Student Loan Trust 1999-A pursuant to the Trust Agreement dated as of July 13, 1998,

Key Bank Usa National Association – SUPPLEMENTAL SALE AND SERVICING AGREEMENT (January 29th, 1999)

1 Exhibit 10.2 SUPPLEMENTAL SALE AND SERVICING AGREEMENT ----------------------------------------- This Supplemental Sale and Servicing Agreement (this "Agreement") is made as of the 1st day of January, 1999 by and among KEY BANK USA, NATIONAL ASSOCIATION ("Key Bank USA"), a national banking association and successor in interest to Society National Bank ("Society"), in its capacity as seller of certain graduate school student loans ("Student Loans") pursuant to the Sale and Servicing Agreement as hereinafter defined ("Seller") and in its capacity as Administrator pursuant to the Sale and Servicing Agreement and the Administration Agreement as hereinafter defined (the "Administrator"); KEYCORP STUDENT LOAN TRUST 1999-A, a New York trust (the "Trust") established pursuant to the Trust Agreement as hereinafter defined; THE FIRST NATIONAL BANK OF CHICAGO, a national

Key Bank Usa National Association – SALE AND SERVICING AGREEMENT (January 29th, 1999)

1 EXHIBIT 10.1 SALE AND SERVICING AGREEMENT among KEYCORP STUDENT LOAN TRUST 1999-A as Issuer, KEY BANK USA, NATIONAL ASSOCIATION as Seller, PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY as Servicer, EFS SERVICES, INC., as Servicer, THE FIRST NATIONAL BANK OF CHICAGO not in its individual capacity but solely as Eligible Lender Trustee, AND KEY BANK USA, NATIONAL ASSOCIATION as Administrator Dated as of January 1, 1

Key Bank Usa National Association – INDENTURE (January 29th, 1999)

1 Exhibit 4.1 ================================================================================ INDENTURE between KEYCORP STUDENT LOAN TRUST 1999-A, as Issuer and BANKERS TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee Dated as of January 1, 1999 =============================================================================== 2 Page ARTICLE I DEFINITIONS AND USAGE