Keycorp Student Loan Trust 2002-A Sample Contracts

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Execution Copy • October 11th, 2002 • Keycorp Student Loan Trust 2002-A • Asset-backed securities • New York

ADMINISTRATION AGREEMENT (this "Agreement") dated as of September 1, 2002, among KEYCORP STUDENT LOAN TRUST 2002-A, a Delaware statutory business trust (the "Issuer"), KEY BANK USA, NATIONAL ASSOCIATION, a national banking association, as administrator (the "Administrator"), and JPMORGAN CHASE BANK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee").

INDENTURE Between KEYCORP STUDENT LOAN TRUST 2002-A, as Issuer And JPMORGAN CHASE BANK, not in its individual capacity but solely as Indenture Trustee Dated as of September 1, 2002
Indenture • October 11th, 2002 • Keycorp Student Loan Trust 2002-A • Asset-backed securities • New York
QSPE STUDENT LOAN TRANSFER AGREEMENT
Qspe Student Loan Transfer Agreement • October 11th, 2002 • Keycorp Student Loan Trust 2002-A • Asset-backed securities • New York

This QSPE STUDENT LOAN TRANSFER AGREEMENT (this “Transfer Agreement”) dated as of September 1, 2002 is among Key Consumer QSPE LLC (“QSPE”), Bank One, National Association, as eligible lender trustee for QSPE (in such capacity, the “QSPE ELT”), Key Consumer Receivables LLC (the “Depositor”), and Bank One, National Association, as eligible lender trustee for the Depositor (in such capacity, the “Depositor ELT”).

AMBAC ASSURANCE CORPORATION, as Insurer KEY BANK USA, NATIONAL ASSOCIATION, as Master Servicer, Seller and Administrator KEYCORP STUDENT LOAN TRUST 2002-A, as Issuer KEY CONSUMER RECEIVABLES LLC, as Depositor BANK ONE, NATIONAL ASSOCIATION, as...
Insurance Agreement • October 11th, 2002 • Keycorp Student Loan Trust 2002-A • Asset-backed securities • New York

THIS INSURANCE AGREEMENT (this "Insurance Agreement") dated as of September 13, 2002 by and among KEY BANK USA, NATIONAL ASSOCIATION ("KeyBank"), in its capacity as the Seller (together with its permitted successors and assigns, the "Seller"), KEY BANK, in its capacity as Master Servicer (together with its permitted successors and assigns, the "Master Servicer"), KEY BANK, in its capacity as Administrator (together with its permitted successors and assigns, the "Administrator"), KEY CONSUMER RECEIVABLES LLC, as the Depositor (together with its permitted successors and assigns, the "Depositor"), KEYCORP STUDENT LOAN TRUST 2002-A, as Issuer (the "Issuer"), AMBAC ASSURANCE CORPORATION, in its capacity as Insurer (the "Insurer"), BANK ONE, NATIONAL ASSOCIATION, in its capacity as Eligible Lender Trustee (the "Eligible Lender Trustee"), and JPMORGAN CHASE BANK, in its capacity as Indenture Trustee (the "Indenture Trustee").

GROUP I PUT OPTION AGREEMENT
Group I Put Option Agreement • October 11th, 2002 • Keycorp Student Loan Trust 2002-A • Asset-backed securities • New York

This GROUP I PUT OPTION AGREEMENT, dated September 24, 2002 (the “Agreement”), among KEYBANK NATIONAL ASSOCIATION, a national banking association, as put provider (the “Put Option Provider”), KEYCORP STUDENT LOAN TRUST 2002-A, as the put beneficiary (the “Trust”), KEY CONSUMER RECEIVABLES LLC, as depositor (the “Depositor”), JPMORGAN CHASE BANK, a New York banking corporation, as indenture trustee (the “Indenture Trustee”) and KEY BANK USA, NATIONAL ASSOCIATION (“KBUSA”), as calculation agent (the “Calculation Agent”).

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