0001162318-06-001606 Sample Contracts

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AMENDED AND RESTATED TRUST AGREEMENT between KEY CONSUMER RECEIVABLES LLC as Depositor and The Bank of New York (Delaware) as Owner Trustee Dated as of December 1, 2006
Trust Agreement • December 14th, 2006 • KeyCorp Student Loan Trust 2006-A • Asset-backed securities • Delaware
Contract
Administration Agreement • December 14th, 2006 • KeyCorp Student Loan Trust 2006-A • Asset-backed securities • New York

ADMINISTRATION AGREEMENT (this “Agreement”) dated as of December 1, 2006, among KEYCORP STUDENT LOAN TRUST 2006-A, a Delaware statutory trust (the “Issuer”), KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrator (the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

KEYCORP STUDENT LOAN TRUST 2006-A ASSET BACKED NOTES KEYBANK NATIONAL ASSOCIATION KEY CONSUMER RECEIVABLES LLC NOTE UNDERWRITING AGREEMENT November 29, 2006
Underwriting Agreement • December 14th, 2006 • KeyCorp Student Loan Trust 2006-A • Asset-backed securities • New York

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust 2006-A (the “Trust”) to issue and sell $84,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the “Class I-A-1 Notes”), $149,170,000 principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the “Class I-A-2 Notes”), $7,211,000 principal amount of its Floating Rate Class I-B Asset Backed Notes (the “Class I-B Notes”), $160,927,000 principal amount of its Floating Rate Class II-A-1 Asset Backed Notes (the “Class II-A-1 Notes”), $197,000,000 principal amount of its Floating Rate Class II-A-2 Asset Backed Notes (the “Class II-A-2 Notes”), $146,730,000 principal amount of its Floating Rate Class II-A-3 Asset Backed Notes (the “Class II-A-3 Notes”), $140,274,000 principal amount of its Floating Rate Class II-A-4 Asset Backed Notes (the “Class II-A-4 Notes”), $101,664,000 principal amount of its Floating Rate

STUDENT LOAN TRANSFER AGREEMENT Among KEYBANK NATIONAL ASSOCIATION, as Seller KEY CONSUMER RECEIVABLES LLC, as Purchaser and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Depositor Eligible Lender Trustee...
Student Loan Transfer Agreement • December 14th, 2006 • KeyCorp Student Loan Trust 2006-A • Asset-backed securities • New York

STUDENT LOAN TRANSFER AGREEMENT dated as of December 1, 2006, among KEYBANK NATIONAL ASSOCIATION, a national banking association and successor in interest to Key Bank USA, National Association, as Seller (“KBNA” or the “Seller”), KEY CONSUMER RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as depositor eligible lender trustee on behalf of the Purchaser (the “Depositor Eligible Lender Trustee”).

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