Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, (the "Depositor"), proposes to cause KeyCorp Student Loan Trust 2001-A (the "Trust") to issue and sell $98,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXX Xxpital Receivables Inc., a Delaware limited liability company, corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Loan CNH Equipment Trust 2001-A (the "Trust") to issue and sell $98,000,000 135,750,000 principal amount of its Floating Rate 4.035% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 273,000,000 principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 170,000,000 principal amount of its Floating Rate Class I-B A-3 Asset Backed Notes (the "Class I-B Underwritten A-3 Notes"), $67,800,000, 161,900,000 principal amount of its Floating Rate 5.38% Class II-A-1 A-4 Asset Backed Notes (the "Underwritten A-4 Notes" and, together with the A-1 Notes, the A-2 Notes and the Underwritten A-3 Notes, the "Underwritten A Notes") and $38,250,000 principal amount of 5.73% Class II-A-1 B Asset Backed Notes (the "B Notes"; together with the Underwritten A Notes, the "Underwritten Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue (i) are acting an additional $42,000,000 aggregate principal amount of Floating Rate Class A-3 Asset Backed Notes (the "Direct Purchase A-3 Notes" and, together with the Underwritten A-3 Notes, the "A-3 Notes") and (ii) an additional $58,850,000 aggregate principal amount of 5.38% Class A-4 Asset Backed Notes (the "Direct Purchase A-4 Notes" and, together with the Underwritten A-4 Notes, the "A-4 Notes"). Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as representativexxxxxxent agent (the "Xxxxx") fxx xxe Direct Purchase A-3 Notes and the Direct Purchase A-4 Notes (collectively, the "Direct Purchase Notes" xxx, xxxxxxxr with the Underwritten Notes, the "Notes"). Merrill Lynch Bank USA Co. ("MLBUSA") will purchase the Direct Xxxxxxsx X-0 Notes and the Direct Purchase A-4 Notes pursuant to a Note Purchase Agreement, dated May 9, 2001 (the "Note Purchase Agreement"), among the Seller, Case Credit and MLBUSA. The assets of the Trust was formed include, among other things, a pool of retail installment sale contracts and full payout leases (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 serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). Case Credit has appointed New Holland Credit Company, LLC, a Delaware limited liability company ("New Holland"), to act as subservicer of Receivables that were originated by New Holland (the "NH Receivables"). The Notes will be issued pursuant to the Trust Agreement, Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September May 1, 2001 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Bank One, National Association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, the Trust will issue Asset Backed Certificates (the "Certificates"), in an amount of $20,250,000 to the Seller. The Notes and the Certificates are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of May 1, 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of May 1, 2001 (as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Seller and The Bank One, National Associationof New York, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxxxxxxxxx Xxxxxxial Funding Corporation, a Delaware limited liability company, Nevada corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Loan Caterpillar Financial Asset Trust 20012004-A (the "Trust") to issue and sell $98,000,000 18,161,000, aggregate principal amount of its Floating Rate 3.71% Class I-A-1 B Asset Backed Notes (the "Class IB Notes") and to sell the Class B Notes to J. P. Morgan Securities Inc. (the "Underwriter"). The assets of xxx Xxxxx xill include, among other things, a pool of fixed-A-1 Notesrate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), $241,500,000including rights to receive certain payments with respect to such Receivables, principal amount of its Floating Rate Class I-A-2 and security interests in the machinery financed by the Receivables (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 NotesFinanced Equipment"), and $382,200,000the proceeds thereof. The Receivables will be sold to the Trust by the Seller. The Receivables will be serviced for the Trust by Caterpillar Financial Services Corporation, principal amount of its Floating Rate Class II-A-2 Notes a Delaware corporation (the "Class II-A-2 NotesServicer" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the or "Notes") to the underwriters named in Schedule I hereto (the "UnderwritersCFSC"), for whom you (the "Representative") are acting as representative. The Trust was formed Notes will be issued pursuant to the Trust Agreement, Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September May 1, 2001 2004 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Trust will issue $183,400,000 aggregate principal amount of Class A-1 1.37040% Asset Backed Notes (the "Class A-1 Notes"), $164,000,000 aggregate principal amount of Class A-2 2.18% Asset Backed Notes (the "Class A-2 Notes") and $283,300,000 aggregate principal amount of Class A-3 3.13% Asset Backed Notes (the "Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and $9,881,297 aggregate principal amount of Asset Backed Certificates (the "Certificates," together with the Notes sometimes referred to collectively herein as the "Securities"), each such certificate representing a fractional undivided interest in the Trust. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Seller, CFSC and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of May 1, 2004 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of May 1, 2004 (as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") Seller and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Chase Manhattan Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to as owner trustee under the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Trust Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the Owner Trustee"Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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).

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, XXX XX Xxxxxxxxxx XLC (the "Depositor"), ) proposes to cause KeyCorp Student Loan BMW Vehicle Owner Trust 20012005-A (the "Trust") to issue and sell $98,000,000 324,000,000 principal amount of its Floating Rate 3.0336% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 457,000,000 principal amount of its Floating Rate 3.66% Class I-A-2 Notes (the "Class I-A-2 Notes"), $10,500,000, 361,000,000 principal amount of its Floating Rate 4.04% Class I-B A-3 Notes (the "Class I-B A-3 Notes"), $67,800,000, 264,507,000 principal amount of its Floating Rate 4.28% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $32,375,000 principal amount of its 4.43% Class B Notes (the "Class B Notes" and together with the Class A Notes, the "Notes") to the several underwriters named in set forth on Schedule I hereto (the each, an "UnderwritersUnderwriter"), for whom you Credit Suisse First Boston LLC is acting as representative (the "Representative") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust Agreementan Indenture, dated as of August 20March 1, 20012005 (the "Indenture"), between the Trust and JPMorgan Chase Bank, N.A., as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 indenture trustee (as further amended and supplemented from time to time, collectivelyin such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain graduate monies received thereunder after the close of business on February 28, 2005 (the "Cutoff Date") and undergraduate student loans other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement dated as of March 1, 2005 (collectivelythe "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Initial Financed Student LoansServicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Such Initial Financed Student Loans Pursuant to the Sale and Servicing Agreement, the Depositor will be acquired by sell the Receivables to the Trust from and the Depositor Servicer will service the Receivables on or about September 14behalf of the Trust. In addition, 2001 pursuant to an Owner Trust Administration Agreement dated as of March 1, 2005 (the "Closing DateOwner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement dated February 10, 2005, as amended and restated as of March 1, 2005 (the "Trust Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Initial Financed Student Loans Certificates, each representing a fractional undivided interest in the Trust, will be divided into two pools of student loans, issued pursuant 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")Trust Agreement. 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 acquire the Group II Student Loans and a portion of the Group I Student Loans Receivables from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), BMW Financial Services pursuant to the KBUSA Student Loan Transfer a Receivables Purchase Agreement, dated as of September March 1, 2001 2005 (the "KBUSA Student Loan Transfer Receivables Purchase Agreement") ), between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of BMW Financial Services. BMW Financial Services will acquire the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans Receivables from Key Consumer QSPE LLC BMW FS Funding Corp. ("QSPE" and also a "Seller," and collectively with KBUSA, the "SellersBFFC") pursuant to the QSPE Student Loan Transfer Agreement a Bill of Sale, dated as of March 1, 2005 (the "QSPE Student Loan Transfer Agreement,Bill of Sale"), between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and together with the KBUSA Student Loan Transfer Servicing Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLCIndenture, the Depositor Trust Agreement, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and 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 LoansNote Depository Agreement.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxxxxxxx Xxxxxxx Xxcurities Inc., a Delaware limited liability company, corporation (the "Depositor")) and a wholly owned subsidiary of Citigroup Financial Products Inc., a Delaware corporation, proposes to cause KeyCorp Student Loan Fifth Third Auto Trust 20012004-A (the "Trust") to issue and sell $98,000,000 141,000,000 principal amount of its Floating Rate Class I-A-1 1.3975% Asset Backed Notes Notes, Class A-1 (the "Class I-A-1 Notes"), $241,500,000, 296,000,000 principal amount of its Floating Rate 2.42% Asset Backed Notes, Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 140,000,000 principal amount of its Floating Rate 3.19% Asset Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), ) and $67,800,000, 141,125,000 principal amount of its Floating Rate 3.70% Asset Backed Notes, Class II-A-1 A-4 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes and Class A-3 Notes, the Class I-B Notes "Offered Notes") to Citigroup Global Markets Inc. and the other several underwriters listed on Schedule I hereto (collectively, the "Underwriters"). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue $20,625,000 principal amount of its 3.60% Asset Backed Notes, Class II-A-1 B (the "Class B Notes" and, together with the Offered Notes, the "Notes") to the underwriters named in Schedule I hereto ). The Trust will also issue trust certificates (the "UnderwritersCertificates") representing fractional undivided equity interests in the Trust. Initially, the Class B Notes and the Certificates will be held by Fifth Third Auto Funding LLC (the "Seller"). The Trust Property will include, among other things, a pool of motor vehicle retail installment sale contracts and retail installment loans secured by new and used automobiles and light-duty trucks, to be transferred by the Depositor to the Trust on the Closing Date (the "Receivables"), for whom you the related security interests in the motor vehicles financed thereby (the "RepresentativeFinanced Vehicles"), certain monies received thereon after May 31, 2004 (the "Cutoff Date"), insurance proceeds and liquidation proceeds with respect thereto, the related Receivables Files, amounts on deposit from time to time in the Trust Accounts and the proceeds of the foregoing. The Receivables have been originated or purchased by Fifth Third Bank, a Michigan banking corporation ("Fifth Third (Michigan)") are acting as representative. The Trust was formed and will initially be sold to the Seller pursuant to the Trust Agreement, Transfer and Sale Agreement dated as of August 20June 1, 20012004 (the "Transfer and Sale Agreement") between Fifth Third (Michigan) and the Seller. The Seller will then convey the Receivables to the Depositor pursuant to the Receivables Purchase Agreement dated as of June 1, 2004 (the "Receivables Purchase Agreement") between the Seller and the Depositor. The Receivables will be serviced for the Trust by Fifth Third Bank, an Ohio banking corporation ("Fifth Third (Ohio)" and in such capacity, the "Servicer") who will also act as custodian in respect of the Receivables Files (in such capacity, the "Custodian") and as administrator with respect to the Trust (in such capacity, the "Administrator"). The Notes will be issued pursuant to an Indenture to be dated as of June 1, 2004 (the "Indenture"), between the Trust and The Bank of New York, as amended and restated by indenture trustee (the "Indenture Trustee"). The Certificates will be issued pursuant to an Amended and Restated Trust Agreement, Agreement to be dated as of September June 1, 2001 2004 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor), Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, between Citigroup Vehicle Securities Inc., as Delaware Depositor, and Wilmington Trust Company, as owner trustee (the "Delaware Owner Trustee"). The assets Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of the Trust include certain graduate and undergraduate student loans (collectivelyJune 1, the "Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about September 14, 2001 2004 (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,") Sale 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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "SellerServicing Agreement"), pursuant to among the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSATrust, the Depositor and Bank OneSeller, National Association, as eligible lender trustee on behalf of the Depositor Fifth Third (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLCOhio), the Depositor and the Depositor Eligible Lender Indenture Trustee. The Group I Notes will be entitled to receive payments of interest and principal primarily from , or, if not defined therein, in the cashflow on Indenture or, if not defined therein, in 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 LoansTrust Agreement.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXXX Xxxx Xxxxxxxxxxx Xxust (the "Seller"), a Delaware limited liability companybusiness trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "DepositorMART Trust Agreement"), proposes between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan MMCA Auto Owner Trust 2001-A 4 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom J.P. Morgan Securities Inc. ("JPMorgan") is acting as representaxxxx (xxx "Representative"), $98,000,000 49,900,000 aggregate principal amount of its Floating Rate 2.01% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 138,000,000 aggregate principal amount of its Floating Rate 2.89% Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 145,000,000 aggregate principal amount of its Floating Rate 3.97% Class I-B A-3 Asset Backed Notes (the "Class I-B A-3 Notes"), $67,800,000, 197,200,000 aggregate principal amount of its Floating Rate 4.92% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Asset Backed Notes (the "Class II-A-2 A-4 Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $40,066,000 aggregate principal amount of 4.84% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed Notes will be issued pursuant to the Trust AgreementIndenture, dated as of August 20December 1, 20012001 (the "Indenture"), between the Trust and Bank of Tokyo-Mitsubishi Trust Company, as amended trustee (the "Indenture Trustee"), and restated by will represent indebtedness of the Trust. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $46,231,816.25 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of September 1, 2001 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September December 1, 2001 (the "KBUSA Student Loan Transfer Trust Agreement") ), between KBUSA, the Depositor Seller and Bank One, National AssociationWilmington Trust Company, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Owner Trustee") and ). The Certificates will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant be subordinated to the QSPE Student Loan Transfer Agreement (Notes. Capitalized terms used but not defined herein have the "QSPE Student Loan Transfer Agreement," and together with meanings ascribed thereto in the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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 LoansIndenture.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXX Xxxxivables Corp. and Franklin Receivables LLC (together, the "Registrants") have previously filed a Delaware limited liability company, registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $________ of asset backed notes and/or asset backed certificates. FCC Receivables Corp. (the "DepositorSeller"), ) proposes to cause KeyCorp Student Loan Trust 2001FRANKLIN AUTO TRUST 1998-A 1 (the "Trust") to issue and sell to Goldman, Sachs & Co. (the "Underwriter") $98,000,000 _______ principal amount of its Floating Rate Class I-ox xxx _____% Xlass A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, _______ principal amount of its Floating Rate ___% Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, ______ principal amount of its Floating Rate ___% Class I-B A-3 Asset Backed Notes (the "Class I-B A-3 Notes"), $67,800,000, ________ principal amount of its Floating Rate ____% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Asset Backed Notes (the "Class II-A-2 A-4 Notes") and $_______ principal amount of its ___% Class A-5 Asset Backed Notes (the "Class A-5 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B A-3 Notes and the Class II-A-1 A-4 Notes, the "Notes") to the underwriters named in Schedule I hereto ). The Trust will also issue Asset Backed Certificates (the "UnderwritersCertificates" and together with the Notes, the "Securities") which will be retained by the Seller. The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts (the "Receivables") secured by new and used automobiles and light trucks financed thereby (the "Financed Vehicles"), for whom you and certain monies received thereunder on or after August 1, 1998 (the "Cutoff Date"), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of August 1, 1998 (the "Sale and Servicing Agreement") among Franklin Auto Trust 1998-1 (the "Trust"), the Seller and Franklin Capital Corporation ("Franklin Capital"), as servicer (the "Servicer") and as representative (the "Representative") are acting as representative). The Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust was formed and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Trust Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 1998 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and ________________ (the "Trustee"). The Representative will cause the Seller to form the Trust pursuant to a Trust Agreement (the "Trust Agreement") among to be dated as of August 1, 1998 between the Depositor, Bank One, National AssociationSeller and _____________, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware owner trustee (the "Delaware Owner Trustee"). The assets of Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust include certain graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans")Agreement. Such Initial Financed Student Loans will be The Receivables were originated or acquired by the Trust from the Depositor on or about September 14, 2001 (the "Closing Date")Representative. The Initial Financed Student Loans Representative will be divided into two pools of student loans, sell the first group will consist of Financed Student Loans that are reinsured Receivables owned by it to 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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), Seller pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf terms of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Purchase Agreement (the "QSPE Student Loan Transfer Purchase Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September August 1, 2001 1998 between Key Consumer QSPE LLCthe Seller and the Representative. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the preliminary prospectus or, if not defined therein, as defined in the Sale and Servicing Agreement. As used herein, the Depositor term "Basic Documents" refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Spread Account Agreement, Guarantee Agreement, Loan Purchase Agreement, the Depositor Eligible Lender Trustee. The Group I Notes will be entitled to receive payments letter agreement in the form of interest Exhibit A hereto (the "Letter Agreement"), Insurance and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest Indemnity Agreement, Indemnification Agreement and principal from the cashflow on the Group II Student LoansNote Depository Agreement.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCHonda Receivables Corp., a Delaware limited liability company, California corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan the Honda Auto Receivables 2002-3 Owner Trust 2001-A (the "Trust") to issue and sell $98,000,000 285,500,000 aggregate principal amount of its Floating Rate Class I-A-1 1.8225% Asset Backed Notes Notes, Class A-1 (the "Class I-A-1 Notes"), $241,500,000, 261,000,000 aggregate principal amount of its Floating Rate 2.26% Asset Backed Notes, Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 290,000,000 aggregate principal amount of its Floating Rate 3.00% Asset Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), ) and $67,800,000, 167,750,000 aggregate principal amount of its Floating Rate 3.61% Asset Backed Notes, Class II-A-1 A-4 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Notes") ). The Notes will be issued pursuant to the underwriters named in Schedule I hereto Indenture, to be dated as of July 1, 2002 (the "UnderwritersIndenture"), for whom you between the Trust and U.S. Bank National Association (the "RepresentativeIndenture Trustee") are acting ). Concurrently with the issuance and sale of the Notes as representativecontemplated herein, the Trust will issue $25,750,000.95 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Trust was formed Company will retain the Certificates. The Certificates will be issued pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, to be dated as of September 1July 24, 2001 2002 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among ), between the Depositor, Company and Chase Manhattan Bank OneUSA, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware owner trustee (the "Delaware Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust include certain graduate will include, among other things, a pool of retail installment sale and undergraduate student loans (collectively, the "Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired conditional sale contracts secured by the Trust from the Depositor on or about September 14, 2001 new and used Honda and Acura motor vehicles (the "Closing Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after July 1, 2002 (the "Cutoff Date"). The Initial Financed Student Loans will , and with respect to Simple Interest Receivables, certain monies due or received thereunder on or after the Cutoff Date, such Receivables to 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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant sold to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.Trust

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxx XXX, National Association, a Delaware limited liability company, national banking association (the "DepositorKBUSA"), proposes to cause KeyCorp Student Loan Trust 20011999-A B (the "Trust") to issue and sell $98,000,000 280,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 625,000,000 principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Asset Backed Notes, "), and $10,500,000, 30,000,000 principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 M Asset Backed Notes (the "Class II-A-2 M Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-2 Notes, the "Notes") ), to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of August 20September 1, 20011999, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 1999 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositorbetween KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain include, among other things, two pools of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans") and certain monies due thereunder on and after September 1, 1999, with respect to certain of the Initial Financed Student Loans, and September 27, 1999, with respect to certain other Initial Financed Student Loans (collectively, the "Cutoff Date"). Such Initial Financed Student Loans will be acquired were sold to the Eligible Lender Trustee on behalf of the Trust by the Trust from the Depositor on or about September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), Seller pursuant to the KBUSA Student Loan Transfer Sale and Servicing Agreement, dated as of September 1, 2001 1999 (as amended and supplemented from time to time, the "KBUSA Student Loan Transfer Sale and Servicing Agreement") between KBUSA), among, the Depositor and Bank OneTrust, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA, as administrator (in such capacity, the "Administrator"). The Master Servicer has also entered into two 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 will purchase Great Lakes Educational Loan Services, Inc., a majority of the Group I Student Loans from Key Consumer QSPE LLC Wisconsin corporation ("QSPEGreat Lakes" and also or a "Seller," and collectively with KBUSA, the Sub-Servicer"Sellers") ). The Notes will be issued pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") Indenture to be dated as of September 1, 2001 between Key Consumer QSPE LLC1999 (as amended and supplemented from time to time, the Depositor "Indenture"), between the Trust and Bankers Trust Company, a New York banking corporation (the Depositor "Indenture Trustee"). After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to December 24, 1999 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and 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 September 1, 1999 (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Group I Notes Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the "Cap Provider"), whereunder the Noteholders will be entitled entitled, subject to the limitations of the Cap Agreement, to receive payments of interest and principal primarily from the cashflow 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 Group I Student Loansextent funds are available therefor on a subordinated basis. The Group II Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the Cap Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue $65,000,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates"), representing a fractional undivided ownership interest in the Trust, which will be entitled sold pursuant to receive payments of interest an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement") between the Seller and principal from the cashflow on Representative. Capitalized terms used and not otherwise defined herein shall have the Group II Student Loansmeanings given them in Appendix A attached hereto.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, (the "Depositor"), proposes to cause KeyCorp Student Loan Trust 2001-A (the "Trust") to issue and sell $98,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Xxxxx Xxxxxxxxx Bank USA, National Association, a national banking association (the "KBUSA," and Bank"), proposes to form Chase Manhattan Auto Owner Trust 2002-A (the "TRUST") to sell $50,600,000 aggregate principal amount of 4.17% Asset Backed Certificates (the "CERTIFICATES"), each representing a fractional undivided interest in such capacitythe Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "SellerRECEIVABLES") secured by new and used automobiles (the "FINANCED VEHICLES") and certain monies received thereunder on or after the opening of business on March 1, 2002, such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will equal to $2,024,000,000. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of March 1, 2002 (as amended and supplemented from time to time, the "TRUST AGREEMENT"), between the Bank and Wilmington Trust Company, as owner trustee (the "OWNER TRUSTEE"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $445,000,000 aggregate principal amount of Class A-1 1.9425% Asset Backed Notes (the "CLASS A-1 Notes"), $460,000,000 aggregate principal amount of Class A-2 2.63% Asset Backed Notes (the "CLASS A-2 NOTES"), $570,000,000 aggregate principal amount of Class A-3 3.49% Asset Backed Notes (the "CLASS A-3 NOTES") and $498,400,000 aggregate principal amount of Class A-4 4.24% Asset Backed Notes (the "CLASS A-4 NOTES" and, together with the CLASS A-1 NOTES, the CLASS A-2 NOTES and the CLASS A-3 NOTES, the "NOTES"), pursuant to the KBUSA Student Loan Transfer Agreement, Indenture to be dated as of September March 1, 2001 2002 (as amended and supplemented from time to time, the "KBUSA Student Loan Transfer AgreementINDENTURE") ), between KBUSA, the Depositor Trust and Wells Fargo Bank OneMinnesota, National Association, as eligible lender trustee on behalf of the Depositor indenture trusxxx (the "Depositor Eligible Lender TrusteeINDENTURE TRUSTEE") and ), which will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") be sold pursuant to an underwriting agreement dated the QSPE Student Loan Transfer Agreement date hereof (the "QSPE Student Loan Transfer Agreement," and NOTE UNDERWRITING AGREEMENT"; together with the KBUSA Student Loan Transfer this Agreement, the "Student Loan Transfer AgreementsUNDERWRITING AGREEMENTS") among the Bank and the underwriters named therein (the "NOTE UNDERWRITERS"). The Notes and the Certificates are sometimes referred to collectively herein as the "SECURITIES". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of September March 1, 2001 between Key Consumer QSPE LLC2002 (as amended and supplemented from time to time, the Depositor "SALE AND SERVICING AGREEMENT"), between the Trust and the Depositor Eligible Lender TrusteeBank, as Seller and Servicer. The Group I Notes will be entitled This is to receive payments confirm the agreement concerning the purchase of interest and principal primarily the Certificates from the cashflow on Bank by J.P. Morgan Securities Inc. (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"UNDERWRITER").

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxx Xxxxxxxxxes II Inc., a Delaware limited liability company, corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Case Equipment Loan Trust 20011997-A B (the "Trust") to issue and sell $98,000,000 34,719,000 principal amount of its Floating Rate Class I-A-1 C 6.410% Asset Backed Notes (the "Class I-A-1 C Notes" or the "Underwritten Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters several Class C Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative). The assets of the Trust was formed include, among other things, a pool of retail installment sale contracts (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, Indenture to be dated as of September 1, 2001 1997 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxxxxtaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will issue (i) $90,000,000 principal amount of Class A-1 5.612% Asset Backed Notes (the "A-1 Notes"), $204,500,000 principal amount of Class A-2 5.914% Asset Backed Notes (the "A-2 Notes"), $237,000,000 principal amount of Class A-3 6.240% Asset Backed Notes (the "A-3 Notes")and $188,591,000 principal amount of Class A-4 6.410% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes"), which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class A Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, (ii) $97,960,250.83 principal amount of Floating Rate Class B Asset Backed Notes (the "Class B Notes"), which will be sold in a private placement pursuant to a Note Purchase Agreement dated as of the date hereof (the "Class B Note Purchase Agreement"), among the Trust, Case Credit, as Servicer, and the Purchasers and the Agent described therein, and (iii) $15,190,000 principal amount of 6.410% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust, which will be retained by the Seller. The Underwritten Notes and the Class A Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Seller and The Bank One, National Associationof New York, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxx Receivables II Inc., a Delaware limited liability company, corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Loan Case Equipment Receivables Trust 20011998-A C (the "Trust") to issue and sell $98,000,000 34,125,000 principal amount of its Floating Rate Class I-A-1 B 6.20% Asset Backed Notes (the "Class I-A-1 B Notes" or the "Underwritten Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters several Class B Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative). The assets of the Trust was formed include, among other things, a pool of retail installment sale contracts and low payment leases (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Trust Agreement, Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September November 1, 2001 1998 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $86,400,000 principal amount of Class A-1 5.42% Asset Backed Notes (the "A-1 Notes"), $250,000,000 principal amount of Class A-2 5.49% Asset Backed Notes (the "A-2 Notes"), $110,000,000 principal amount of Class A-3 5.52% Asset Backed Notes (the "A-3 Notes")and $148,350,000 principal amount of Class A-4 5.61% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes"), which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class A Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) incur a deferred purchase price obligation and issue 6.20% Asset Backed Certificates (the "Certificates") in a combined amount of $21,125,000 to the Seller. The Underwritten Notes and the Class A Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of November 1, 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of November 1, 1998 (as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Seller and The Bank One, National Associationof New York, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXXX Auto Receivables Trust (the "Seller"), a Delaware limited liability companybusiness trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "DepositorMART Trust Agreement"), proposes between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, N.A. (formerly known as Chase Manhattan Bank Delaware), as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan MMCA Auto Owner Trust 20012000-A 2 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Salomon Smith Barney Inc. ("Salomon") xx xxxxxx xs xxxxxsentative (the "Representative"), $98,000,000 125,000,000 aggregate principal amount of its Floating Rate 6.72813% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 300,000,000 aggregate principal amount of its Floating Rate 6.72% Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 260,000,000 aggregate principal amount of its Floating Rate 6.78% Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-3 Asset Backed Notes (the "Class II-A-2 A-3 Notes") and $174,467,000 aggregate principal amount of 6.86% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes"). Concurrently with the issuance and sale of the Class A Notes as contemplated herein, the Trust will issue $65,339,000 aggregate principal amount of 7.42% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") ). The Class B Notes will be sold pursuant to the underwriters named in Schedule I hereto a Class B Underwriting Agreement, dated November 10, 2000 (the "UnderwritersClass B Underwriting Agreement"), for whom you between the Seller and Salomon (the "RepresentativeClass B Underwriter") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust AgreementIndenture, dated as of August 20November 1, 20012000 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as amended and restated by contemplated herein, the Trust will issue $80,418,606 aggregate principal amount of certificates (the "Certificates"), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of September November 1, 2001 2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among ), between the Depositor, Bank One, National AssociationSeller and Wilmington Trust Company, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Owner Trustee"). The assets of the Trust include certain graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"). Such Initial Financed Student Loans Certificates will be acquired by the Trust from the Depositor on or about September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant subordinated to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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 LoansNotes.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, XXX XX Xxxxxxxxxx LLC (the "Depositor"), ) proposes to cause KeyCorp Student Loan BMW Vehicle Owner Trust 20012006-A (the "Trust") to issue and sell $98,000,000 323,000,000 principal amount of its Floating Rate 5.36344% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 308,000,000 principal amount of its Floating Rate 5.30% Class I-A-2 Notes (the "Class I-A-2 Notes"), $10,500,000, 280,000,000 principal amount of its Floating Rate 5.13% Class I-B A-3 Notes (the "Class I-B A-3 Notes"), $67,800,000, 173,044,000 principal amount of its Floating Rate 5.07% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $24,952,000 principal amount of its 5.19% Class B Notes (the "Class B Notes" and together with the Class A Notes, the "Notes") to the several underwriters named in set forth on Schedule I hereto (the each, an "UnderwritersUnderwriter"), for whom you Barclays Capital Inc. is acting as representative (the "Representative") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreementan Indenture, dated as of September 1, 2001 2006 (the "Indenture"), between the Trust and Deutsche Bank Trust Company Americas, as further amended and supplemented from time to time, collectivelyindenture trustee (in such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain graduate monies received thereunder after the close of business on August 31, 2006 (the "Cutoff Date") and undergraduate student loans other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement dated as of September 1, 2006 (collectivelythe "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Initial Financed Student LoansServicer"), seller, sponsor, administrator and custodian, the Depositor and the Indenture Trustee. Such Initial Financed Student Loans Pursuant to the Sale and Servicing Agreement, the Depositor will be acquired by sell the Receivables to the Trust from and the Depositor Servicer will service the Receivables on or about behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement dated as of September 141, 2001 2006 (the "Closing DateOwner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement dated August 14, 2006, as amended and restated as of September 1, 2006 (the "Trust Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Initial Financed Student Loans Certificates, each representing a fractional undivided interest in the Trust, will be divided into two pools of student loans, issued pursuant 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")Trust Agreement. 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 acquire the Group II Student Loans and a portion of the Group I Student Loans Receivables from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), BMW Financial Services pursuant to the KBUSA Student Loan Transfer a Receivables Purchase Agreement, dated as of September 1, 2001 2006 (the "KBUSA Student Loan Transfer Receivables Purchase Agreement") ), between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of BMW Financial Services. BMW Financial Services will acquire the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans Receivables from Key Consumer QSPE LLC BMW FS Funding Corp. ("QSPE" and also a "Seller," and collectively with KBUSA, the "SellersBFFC") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreementa Bill of Sale, the "Student Loan Transfer Agreements") dated as of September 1, 2001 2006 (the "Bill of Sale"), between Key Consumer QSPE LLCBFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 11:08 a.m. on September 13, 2006 (the "Time of Sale"), the Depositor had prepared the following information (together, as a whole, the "Time of Sale Information"): (i) the preliminary prospectus supplement dated September 11, 2006 and the Prospectus dated August 11, 2006 (together, along with any information referred to under the caption "Static Pool Information About Certain Previously Securitized Pools" therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the "Preliminary Prospectus"), and (ii) each "free writing prospectus" (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the "Act")) listed on Schedule IV hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that 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 circumstances under which they were made, not misleading, then the investors may terminate their old "contracts of sale" (within the meaning of Rule 159 under the Act). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then "Time of Sale Information" will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (a "Corrected Prospectus") and "Time of Sale" will refer to the time and date agreed upon by 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 LoansRepresentative.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXXX Xxxx Xxxxxxxxxxx Xxust (the "Seller"), a Delaware limited liability companybusiness trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "DepositorMART Trust Agreement"), proposes between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan MMCA Auto Owner Trust 2001-A 2 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Morgan Stanley & Co. Incorporated ("Morgan Stanley") is acting as rxxxxxxnxxxxxx (the "Representative"), $98,000,000 000,000,000 aggregate principal amount of its Floating Rate 3.8975% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 94,000,000 aggregate principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 229,000,000 aggregate principal amount of its Floating Rate Class I-B A-3 Asset Backed Notes (the "Class I-B A-3 Notes"), $67,800,000, 150,000,000 aggregate principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Asset Backed Notes (the "Class II-A-2 A-4 Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $46,797,000 aggregate principal amount of 5.75% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed Notes will be issued pursuant to the Trust AgreementIndenture, dated as of August 20June 1, 20012001 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company, as amended trustee (the "Indenture Trustee"), and restated by will represent indebtedness of the Trust. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $53,998,116.60 aggregate principal amount of certificates (the "Certificates"), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of September 1, 2001 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September June 1, 2001 (the "KBUSA Student Loan Transfer Trust Agreement") ), between KBUSA, the Depositor Seller and Bank One, National AssociationWilmington Trust Company, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Owner Trustee") and ). The Certificates will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant be subordinated to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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 LoansNotes.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxxXxxxxx Xxxxivables Corporation, a Delaware limited liability company, corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan ANRC Auto Owner Trust 20012000-A (the "Trust") to issue and sell $98,000,000 167,692,000 aggregate principal amount of its Floating Rate 6.72462% Asset-Backed Notes, Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 227,084,000 aggregate principal amount of its Floating Rate 7.00% Asset-Backed Notes, Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 196,340,000 aggregate principal amount of its Floating Rate 7.06% Asset-Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), ) and $67,800,000, 100,615,000 aggregate principal amount of its Floating Rate 7.15% Asset-Backed Notes, Class II-A-1 A-4 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 A-4 Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed Notes will be issued pursuant to the Trust Agreementan Indenture, to be dated as of August 2010, 20012000 (the "Indenture"), between the Trust and The Chase Manhattan Bank, a New York banking corporation as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 indenture trustee (as further amended and supplemented from time to time, collectivelyin such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include certain graduate and undergraduate student loans (collectivelywill include, the "Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about September 14among other things, 2001 a pool of motor vehicle 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 "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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "SellerContracts"), pursuant all of which are secured by new and/or used automobiles and/or light-duty trucks, all monies due on the Contracts or received thereunder after the Cut-Off Date, such Contracts to be sold to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (Trust by the "KBUSA Student Loan Transfer Agreement") between KBUSA, Company and to be serviced for the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC Trust by AutoNation Financial Services Corp. ("QSPEAutoNation Financial Services" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.NY2:\973167\01\K%WF01!.DOC\18810.0005

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxx Xxxeivables II Inc., a Delaware limited liability company, corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Case Equipment Loan Trust 20011997-A B (the "Trust") to issue and sell $98,000,000 90,000,000 principal amount of its Floating Rate Class I-A-1 5.612% Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 204,500,000 principal amount of its Floating Rate Class I-A-2 5.914% Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 237,000,000 principal amount of its Floating Rate Class I-B A-3 6.240% Asset Backed Notes (the "A-3 Notes")and $188,591,000 principal amount of Class I-B A-4 6.410% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative). The assets of the Trust was formed include, among other things, a pool of retail installment sale contracts (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corpo ration ("Case Credit"). The Underwritten Notes will be issued pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, Indenture to be dated as of September 1, 2001 1997 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will issue (i) $34,719,000 principal amount of 6.410% Class C Asset Backed Notes (the "Class C Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class C Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, (ii) $97,960,250.83 principal amount of Floating Rate Class B Asset Backed Notes (the "Class B Notes"), which will be sold in a private placement pursuant to a Note Purchase Agreement dated as of the date hereof (the "Class B Note Purchase Agreement"), among the Trust, Case Credit, as Servicer, and the Purchasers and Agent described therein, and (iii) $15,190,000 principal amount of 6.410% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust, which will be retained by the Seller. The Underwritten Notes and the Class C Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Seller and The Bank One, National Associationof New York, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxxxxxxxx Auto Lease Underwritten Funding, a Delaware limited liability company, LLC (the "DepositorTransferor"), ) proposes to cause KeyCorp Student Loan Volkswagen Auto Lease Trust 20012002-A (the "TrustIssuer") to issue and sell transfer $98,000,000 240,000,000 aggregate principal amount of its Floating Rate Class I-A-1 __% Auto Lease Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 405,000,000 aggregate principal amount of its Floating Rate __% Auto Lease Asset Backed Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 545,000,000 aggregate principal amount of its Floating Rate __% Auto Lease Asset Backed Class I-B (the "Class I-B A-3 Notes"), and $67,800,000, 310,000,000 aggregate principal amount of its Floating Rate __% Auto Lease Asset Backed Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notescollectively, the "Notes") ), to the several underwriters named in set forth on Schedule I hereto (each, an "Underwriter" and collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust Agreementan Indenture, dated as of August 20November [ ], 20012002 (the "Indenture"), between the Issuer and The Bank of New York, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 indenture trustee (as further amended and supplemented from time to time, collectivelyin such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include certain graduate and undergraduate student loans Issuer include, among other things, a special unit of beneficial interest in VW Credit Leasing, Ltd., (collectivelythe "Transaction SUBI"), which represents the beneficial interest in a portfolio of automobile leases, the related leased vehicles and certain related rights. The Transaction SUBI will be sold to the Issuer by the Transferor and will be serviced for the Issuer by VW Credit, Inc. ("Initial Financed Student LoansVW Credit"), as servicer (the "Servicer"). Such Initial Financed Student Loans will be acquired by Capitalized terms used but not otherwise defined herein shall have the Trust from the Depositor on or about September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and meanings set forth in such capacity, a "Seller"), pursuant Appendix A to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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 LoansIndenture.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, XXX FS Securities LLC (the "Depositor"), ) proposes to cause KeyCorp Student Loan BMW Vehicle Owner Trust 20012002-A (the "Trust") to issue and sell $98,000,000 311,000,000 principal amount of its Floating Rate 1.91% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 358,426,000 principal amount of its Floating Rate 2.83% Class I-A-2 Notes (the "Class I-A-2 Notes"), $10,500,000, 446,779,000 principal amount of its Floating Rate 3.80% Class I-B A-3 Notes (the "Class I-B A-3 Notes"), $67,800,000, 251,253,000 principal amount of its Floating Rate 4.46% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $27,907,000 principal amount of its 4.85% Class B Notes (the "Class B Notes" and together with the Class A Notes, the "Notes") to the several underwriters named in set forth on Schedule I hereto (the each, an "UnderwritersUnderwriter"), for whom you are acting as representative (the "Representative") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust Agreementan Indenture, to be dated as of August 20May 1, 20012002 (the "Indenture"), between the Trust and JPMorgan Chase Bank, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 indenture trustee (as further amended and supplemented from time to time, collectivelyin such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain graduate monies received thereunder after the close of business on April 30, 2002 (the "Cutoff Date") and undergraduate student loans other property and proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of May 1, 2002 (collectivelythe "Sale and Servicing Agreement") among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer, (in such capacity, the "Initial Financed Student LoansServicer")) seller, administrator and custodian , the Depositor and the Indenture Trustee. Such Initial Financed Student Loans Pursuant to the Sale and Servicing Agreement, the Depositor will be acquired by sell the Receivables to the Trust from and the Depositor Servicer will service the Receivables on or about September 14behalf of the Trust. In addition, 2001 pursuant to the Owner Trust Administration Agreement to be dated as of May 1, 2002 (the "Closing DateOwner Trust Administration Agreement") among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative tasks on behalf of the Trust. The Depositor will form the Trust pursuant to a Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement") dated April 19, 2002 as amended and restated as of May 1, 2002 between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Initial Financed Student Loans Certificates, each representing a fractional undivided interest in the Trust, will be divided into two pools issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to the terms of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education Receivables Purchase Agreement (the "DepartmentReceivables Purchase Agreement") (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September May 1, 2001 (the "KBUSA Student Loan Transfer Agreement") 2002 between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of BMW Financial Services. BMW Financial Services will acquire the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans Receivables from Key Consumer QSPE LLC BMW FS Funding Corp. ("QSPE" and also a "Seller," and collectively with KBUSA, the "SellersBFFC") pursuant to the QSPE Student Loan Transfer Agreement terms of a Bill of Sale (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer AgreementsBill of Sale") dated as of September May 1, 2001 2002 between Key Consumer QSPE LLCBFFX xxd BMW Financial Xxxvices. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. As used herein, the Depositor term "Transaction Documents" refers to the Sale and the Depositor Eligible Lender Trustee. The Group I Notes will be entitled to receive payments Servicing Agreement, Indenture, Trust Agreement, Bill of interest Sale, Receivables Purchase Agreement, Owner Trust Administratxxx Agreement 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 LoansNote Depository Agreement.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXXX Xxxx Xxxxxxxxxxx Trust (the "Seller"), a Delaware limited liability companybusiness trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "DepositorMART Trust Agreement"), proposes between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank Delaware, as trustee (the "Seller Trustee"), proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan MMCA Auto Owner Trust 20012000-A 1 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Salomon Smith Barney Inc. ("Salomon") is acting as representatxxx (xxx "Xxxrxxxxxxtive"), $98,000,000 117,000,000 aggregate principal amount of its Floating Rate 7.55% Class I-B Asset Backed Notes (the "Underwritten Notes"). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue: (i) $165,000,000 aggregate principal amount of 6.72625% Class A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 350,000,000 aggregate principal amount of its Floating Rate 6.95% Class I-A-2 Asset Backed Notes (the "Underwritten Class I-A-2 Notes"), $10,500,000, 240,000,000 aggregate principal amount of its Floating Rate 7.00% Class I-B A-3 Asset Backed Notes (the "Underwritten Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 A-3 Notes"), and $382,200,000, 384,000,000 aggregate principal amount of its Floating Rate 7.08% Class II-A-2 A-4 Asset Backed Notes (the "Class II-A-2 A-4 Notes" and and, together with the Class I-A-1 Notes, the Underwritten Class I-A-2 Notes and the Underwritten Class A-3 Notes, the "Underwritten Class A Notes"), (ii) an additional $150,000,000 aggregate principal amount of 6.95% Class A-2 Asset Backed Notes (the "Direct Purchase Class A-2 Notes" and, together with the Underwritten Class A-2 Notes, the "Class I-A-2 Notes") and an additional $250,000,000 aggregate principal amount of 7.00% Class A-3 Notes (the "Direct Purchase Class A-3 Notes" and, together with the Underwritten Class A-3 Notes, the "Class A-3 Notes"). The Underwritten Class A Notes will be sold pursuant to a Class A Underwriting Agreement, dated August 10, 2000 (the "Class A Underwriting Agreement"), between the Seller and Salomon, as representative of the underwriters named therein (the "Class A Underwiters"). Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lxxxx") will act as placxxxxx agexx xxr the Direct Purxxxxx Xlxxx X-2 Notes and the Direct Purchase Class A-3 Notes (the "Direct Purchase Notes" and, together with the Class B Notes and the Class II-A-1 Underwritten Notes, the "Notes"). Merrill Lynch Bank & Trust Co. ("MLB&T") will purchase $50,000,000 xxgxxxxxe principal amount of Direct Purchase Class A-2 Notes pursuant to the underwriters named in Schedule I hereto a Note Purchase Agreement, dated August 10, 2000 (the "UnderwritersMLB&T Note Purchase Agreement"), for whom you between the Seller and MLB&T. Merrill Lynch Bank USA Co. ("MLBUSA") will purchase $100,000,000 xxxxexxxx principal amount of direct Purchase Class A-2 Notes and the Direct Purchase Class A-3 Notes pursuant to a Note Purchase Agreement, dated August 10, 2000 (the "RepresentativeMLBUSA Note Purchase Agreement" and, together with the MLB&T Note Purchase Agreement, the ") are acting as representativeNote Purchase Agreements"), between the Seller and MLBUSA. The Trust was formed Notes will be issued pursuant to the Trust AgreementIndenture, dated as of August 201, 20012000 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as amended and restated by contemplated herein, the Trust will issue $144,000,015.15 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of September August 1, 2001 2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among ), between the Depositor, Bank One, National AssociationSeller and Wilmington Trust Company, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware owner trustee (the "Delaware Owner Trustee"). The assets of the Trust include certain graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"). Such Initial Financed Student Loans Certificates will be acquired by the Trust from the Depositor on or about September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant subordinated to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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 LoansNotes.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxxx Xxxeivables Corp., a Delaware limited liability company, California corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan the Honda Auto Receivables 2007-1 Owner Trust 2001-A (the "Trust") to issue and sell $98,000,000 319,000,000 aggregate principal amount of its Floating Rate Class I-A-1 5.32200% Asset Backed Notes Notes, Class A-1 (the "Class I-A-1 Notes"), $241,500,000, 329,000,000 aggregate principal amount of its Floating Rate 5.25% Asset Backed Notes, Class I-A-2 (the "Class I-A-2 Notes"), ) $10,500,000, 389,000,000 aggregate principal amount of its Floating Rate 5.10% Asset Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), ) and $67,800,000, 174,170,000 aggregate principal amount of its Floating Rate 5.09% Asset Backed Notes, Class II-A-1 A-4 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Notes") ). The Notes will be issued pursuant to the underwriters named in Schedule I hereto Indenture, to be dated as of February 1, 2007 (the "UnderwritersIndenture"), for whom you between the Trust and Citibank, N.A. (the "RepresentativeIndenture Trustee") are acting ). Concurrently with the issuance and sale of the Notes as representativecontemplated herein, the Trust will issue $40,680,506.56 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Trust was formed Company will retain the Certificates. The Certificates will be issued pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, to be dated as of September 1February 27, 2001 2007 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") ), among the DepositorCompany, Union Bank Oneof California, National AssociationN.A., as Eligible Lender Trustee owner trustee (in such capacity, the "Eligible Lender Owner Trustee") and Bank One Delaware, Inc.Wilmington Trust Company, as Delaware trustee (in such capacity, the "Delaware Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust include certain graduate will include, among other things, a pool of retail installment sale and undergraduate student loans (collectively, the "Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired conditional sale contracts secured by the Trust from the Depositor on or about September 14, 2001 new and used Honda and Acura motor vehicles (the "Closing Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after February 1, 2007 (the "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 respect 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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.Simple Interest

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables XxxxxxxXxxxxxxx Xxxxncial Services Americas LLC, a Delaware Michigan limited liability company, company ("DCFS" or the "Depositor"), proposes to cause KeyCorp Student Loan DaimlerChrysler Auto Trust 20012006-A B (the "Trust") to issue and sell $98,000,000 450,000,000 principal amount of its Floating Rate Class I-A-1 5.30% Asset Backed Notes (the "Notes, Class I-A-1 Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 570,000,000 principal amount of its Floating Rate 5.33% Asset Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), $67,800,000, 134,700,000 principal amount of its Floating Rate 5.38% Asset Backed Notes, Class II-A-1 A-4 (the "Class II-A-4 Notes", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), and $382,200,000, 45,300,000 principal amount of its Floating Rate 5.49% Asset Backed Notes, Class II-A-2 Notes B (the "Class II-A-2 B Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B A-3 Notes and the Class II-A-1 A-4 Notes, the "Offered Notes") ), to the underwriters several Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative" or ") are acting as representativeyou"). The Trust was formed pursuant also will issue $312,200,000 principal amount of its 5.1201% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts (the "Receivables") and the related collateral. The Receivables will be sold to the Trust Agreementby the Depositor. The Receivables will be serviced for the Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September May 1, 2001 2006 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust, pursuant to the Amended and Restated Trust Agreement to be dated as of May 1, 2006 (as amended and supplemented from time to time, the "Trust Agreement") ), among the Depositor, Bank Onethe Company, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Chase Bank USA, National Association, a national banking association as owner trustee (the "KBUSA," Owner Trustee"). Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in such capacitythe form of certificates issued by the Trust. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of May 1, a 2006 (as amended and supplemented from time to time, the "SellerSale and Servicing Agreement"), pursuant between the Trust and DCFS, as Depositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement. At or prior to the KBUSA Student Loan Transfer Agreementtime when sales to purchasers of the Offered Notes were first made by the Underwriters, dated as of September 1which was approximately 2:50 p.m. on May 11, 2001 2006 (the "KBUSA Student Loan Transfer AgreementTime of Sale") between KBUSA), the Depositor had prepared the following information (collectively, the "Time of Sale Information"): the Preliminary Prospectus Supplement dated May 11, 2006 to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). If, at or subsequent to the Time of Sale and Bank Oneprior to the Closing Date (as defined below), National Associationsuch 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 circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as eligible lender trustee on behalf of the Depositor amended (the "Depositor Eligible Lender TrusteeSecurities Act")) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then "Time of Sale Information" will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant refer to the QSPE Student Loan Transfer Agreement (information conveyed to investors at the "QSPE Student Loan Transfer Agreement," and together with time of entry into the KBUSA Student Loan Transfer Agreementfirst such new Contract of Sale, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, in an amended Preliminary Prospectus approved by the Depositor and the Depositor Eligible Lender Trustee. The Group I Notes Representative that corrects such material misstatements or omissions (a "Corrected Prospectus") and "Time of Sale" will be entitled refer to receive payments the time and date on which such new Contracts 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 LoansSale were entered into.

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Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, XXX XX Xxxxxxxxxx LLC (the "Depositor"), ) proposes to cause KeyCorp Student Loan BMW Vehicle Owner Trust 20012003-A (the "Trust") to issue and sell $98,000,000 380,000,000 principal amount of its Floating Rate 1.27% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 455,000,000 principal amount of its Floating Rate 1.45% Class I-A-2 Notes (the "Class I-A-2 Notes"), $10,500,000, 470,000,000 principal amount of its Floating Rate 1.94% Class I-B A-3 Notes (the "Class I-B A-3 Notes"), $67,800,000, 296,913,000 principal amount of its Floating Rate 2.53% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Notes (the "Class II-A-2 A-4 Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters named in set forth on Schedule I hereto (the each, an "UnderwritersUnderwriter"), for whom you Citigroup Global Markets Inc. is acting as representative (the "Representative") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust Agreementan Indenture, dated as of August 20April 1, 20012003 (the "Indenture"), between the Trust and Citibank, N.A., as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 indenture trustee (as further amended and supplemented from time to time, collectivelyin such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include certain graduate and undergraduate student loans (collectivelywill include, the "Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired by among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust from on the Depositor on or about September 14, 2001 Closing Date referred to in Section 3(a) hereof (the "Closing DateReceivables"). The Initial Financed Student Loans will be divided into two pools of student loans) secured by new and used automobiles, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education motorcycles, light-duty trucks and sport utility vehicles financed thereby (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,Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (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 LoansCutoff Date"). All Financed Student Loans that are part of ) and other property and proceeds thereof to be conveyed to 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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), Trust pursuant to the KBUSA Student Loan Transfer a Sale and Servicing Agreement, dated as of September April 1, 2001 2003 (the "KBUSA Student Loan Transfer Sale and Servicing Agreement") between KBUSA), among the Depositor and Bank OneTrust, National AssociationBMW Financial Services NA, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a BMW Financial Services"Seller," and collectively with KBUSA), as servicer (in such capacity, the "SellersServicer") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," ), seller, administrator and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLCcustodian, the Depositor and the Depositor Eligible Lender Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement, dated as of April 1, 2003 (the "Owner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Group I Notes Depositor formed the Trust pursuant to a Trust Agreement, dated March 21, 2003, as amended and restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be entitled issued pursuant to receive payments of interest and principal primarily from the cashflow on the Group I Student LoansTrust Agreement. The Group II Notes Depositor will be entitled acquire the Receivables from BMW Financial Services pursuant to receive payments a Receivables Purchase Agreement, dated as of interest April 1, 2003 (the "Receivables Purchase Agreement"), between the Depositor and principal BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill of Sale, dated as of April 1, 2003 (the cashflow on "Bill of Sale"), between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the Group II Student Loansmeanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement.

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Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, XXX XX Xxxxxxxxxx XXX (the "Depositor"), ) proposes to cause KeyCorp Student Loan BMW Vehicle Owner Trust 2001-A (the "Trust") to issue and sell $98,000,000 ___________ principal amount of its Floating Rate _____% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, ___________ principal amount of its Floating Rate _____% Class I-A-2 Notes (the "Class I-A-2 Notes"), $10,500,000, ___________ principal amount of its Floating Rate _____% Class I-B A-3 Notes (the "Class I-B A-3 Notes"), $67,800,000, ___________ principal amount of its Floating Rate _____% Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Notes (the "Class II-A-2 A-4 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $________ principal amount of its ______% Class B Notes (the "Class B Notes" and together with the Class A Notes, the "Notes") to the several underwriters named in set forth on Schedule I hereto (the each, an "UnderwritersUnderwriter"), for whom you are acting as representative (the "Representative") are acting as representative). The Trust was formed Notes will be issued pursuant to the Trust Agreementan Indenture, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1_____ __, 2001 (the "Indenture"), between the Trust and The Chase Manhattan Bank, as further amended and supplemented from time to time, collectivelyindenture trustee (in such capacity, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Indenture Trustee"). The assets of the Trust include certain graduate and undergraduate student loans will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date (collectively, the "Initial Financed Student LoansReceivables"). Such ) secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about September 14Vehicles") and certain monies received thereunder after ________, 2001 (the "Closing Initial Cutoff Date"). The Initial Financed Student Loans will be divided into two pools of student loans, motor vehicle retail installment sale contracts transferred to the first group will consist of Financed Student Loans that are reinsured by Trust after the United States Department of Education Closing Date and prior to __________, 2001 (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 LoansSubsequent Receivables" and together with the Non-Guaranteed Private LoansInitial Receivables, the "Financed Private LoansReceivables"). All Financed Student Loans that are part of the first group described above are referred to as ) secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Group I Student LoansSubsequent Vehicles" and all Financed Student Loans that are part of together with the second group described above are referred to as Initial Vehicles, the "Group II Student Loans." The Depositor will purchase all of Vehicles") and certain monies received thereunder after the Group II Student Loans related subsequent cutoff date, and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," other property and in such capacity, a "Seller"), the proceeds thereof to be conveyed to the Trust pursuant to the KBUSA Student Loan Transfer Agreement, Sale and Servicing Agreement to be dated as of September 1_______, 2001 (the "KBUSA Student Loan Transfer Sale and Servicing Agreement") between KBUSAamong the Trust, BMW FS Financial Services NA, LLC ("BMW FS"), as servicer (in such capacity, the "Servicer"), the Depositor and Bank Onethe Indenture Trustee. Pursuant to the Sale and Servicing Agreement, National Association, as eligible lender trustee the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Depositor Trust. In addition, pursuant to the Owner Trust Administration Agreement to be dated as of _______, 2001 (the "Depositor Eligible Lender TrusteeOwner Trust Administration Agreement") among the Trust, BMW FS and the Indenture Trustee, BMW FS will purchase a majority agree to perform certain administrative tasks on behalf of the Group I Student Loans Trust. The Depositor will form the Trust pursuant to a Trust Agreement (as amended and supplemented from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSAtime to time, the "SellersTrust Agreement") to be dated as of _______, 2001 between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW FS pursuant to the terms of the Receivables Purchase Agreement (the "Second Tier Receivables Purchase Agreement") dated as of ______, 2001 between the Depositor and BMW FS. BMW FS will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to the QSPE Student Loan Transfer terms of the Receivables Purchase Agreement (the "QSPE Student Loan Transfer First Tier Receivables Purchase Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1______, 2001 between Key Consumer QSPE LLCBFFC and BMW FS. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. As used herein, the Depositor term "Transaction Documents" refers to the Sale and the Depositor Eligible Lender Trustee. The Group I Notes will be entitled to receive payments of interest Servicing Agreement, Indenture, Trust Agreement, First Tier Receivables Purchase Agreement, Second Tier Receivables Purchase Agreement, Owner Trust Administration Agreement 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 LoansNote Depository Agreement.

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Xxx Xxxxxxxx Xxxxxxables XxxxxxxXxxxxxxx Xxxxncial Services Americas LLC, a Delaware Michigan limited liability company, company ("DCFS" or the "Depositor"), proposes to cause KeyCorp Student Loan DaimlerChrysler Auto Trust 20012006-A (the "Trust") to issue and sell $98,000,000 485,000,000 principal amount of its Floating Rate Class I-A-1 5.06% Asset Backed Notes (the "Notes, Class I-A-1 Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 510,000,000 principal amount of its Floating Rate 5.00% Asset Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), $67,800,000, 159,800,000 principal amount of its Floating Rate 5.01% Asset Backed Notes, Class II-A-1 A-4 (the "Class II-A-4 Notes", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), and $382,200,000, 45,200,000 principal amount of its Floating Rate 5.14% Asset Backed Notes, Class II-A-2 Notes B (the "Class II-A-2 B Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B A-3 Notes and the Class II-A-1 A-4 Notes, the "Offered Notes") ), to the underwriters several Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative" or ") are acting as representativeyou"). The Trust was formed pursuant also will issue $307,000,000 principal amount of its 4.7914% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts (the "Receivables") and the related collateral. The Receivables will be sold to the Trust Agreementby the Depositor. The Receivables will be serviced for the Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September March 1, 2001 2006 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust, pursuant to the Amended and Restated Trust Agreement to be dated as of March 1, 2006 (as amended and supplemented from time to time, the "Trust Agreement") ), among the Depositor, the Company, and Deutsche Bank One, National AssociationTrust Company Delaware, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware owner trustee (the "Delaware Owner Trustee"). The assets Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the form of certificates issued by the Trust. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of March 1, 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and DCFS, as Depositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement. At or prior to the time when sales to purchasers of the Trust include certain graduate and undergraduate student loans Offered Notes were first made by the Underwriters, which was approximately 10:54 a.m. on February 28, 2006 (the "Time of Sale"), the Depositor had prepared the following information (collectively, the "Initial Financed Student LoansTime of Sale Information"): the Preliminary Prospectus Supplement dated February 27, 2006 to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). Such Initial Financed Student Loans will be acquired by If, at or subsequent to the Trust from Time of Sale and prior to the Depositor on Closing Date (as defined below), such information included an untrue statement of material fact or about September 14omitted to state a material fact necessary in order to make the statements therein, 2001 in the light of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Closing DateSecurities Act"). The Initial Financed Student Loans ) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then "Time of Sale Information" will be divided refer to the information conveyed to investors at the time of entry into two pools of student loans, the first group will consist such new Contract of Financed Student Loans that are reinsured Sale, in an amended Preliminary Prospectus approved 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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and the Depositor Eligible Lender Trustee. The Group I Notes Representative that corrects such material misstatements or omissions (a "Corrected Prospectus") and "Time of Sale" will be entitled refer to receive payments the time and date on which such new Contracts 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 LoansSale were entered into.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxx Xxxxxxxxxxx II Inc., a Delaware limited liability company, corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Loan Case Equipment Receivables Trust 20011999-A (the "Trust") to issue and sell $98,000,000 31,000,000 principal amount of its Floating Rate Class I-A-1 B 5.960% Asset Backed Notes (the "Class I-A-1 B Notes" or the "Underwritten Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters several Class B Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative). The assets of the Trust was formed include, among other things, a pool of retail installment sale contracts and full payout leases (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 serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Trust Agreement, Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September March 1, 2001 1999 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Sxxxxxxneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $75,550,000 principal amount of Class A-1 4.950% Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes")and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes"), which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class A Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates (the "Certificates") in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class A Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of March 1, 1999(as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Seller and The Bank One, National Associationof New York, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables XxxxxxxXxxxxxxx Xxxxxxial Services Americas LLC, a Delaware Michigan limited liability company, company ("DCFS" or the "Depositor"), proposes to cause KeyCorp Student Loan DaimlerChrysler Auto Trust 20012006-A C (the "Trust") to issue and sell $98,000,000 560,000,000 principal amount of its Floating Rate Class I-A-1 5.25% Asset Backed Notes (the "Notes, Class I-A-1 Notes"), $241,500,000, principal amount of its Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, 503,000,000 principal amount of its Floating Rate 5.02% Asset Backed Notes, Class I-B A-3 (the "Class I-B A-3 Notes"), $67,800,000, 399,100,000 principal amount of its Floating Rate 4.98% Asset Backed Notes, Class II-A-1 A-4 (the "Class II-A-4 Notes", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), and $382,200,000, 60,800,000 principal amount of its Floating Rate 5.11% Asset Backed Notes, Class II-A-2 Notes B (the "Class II-A-2 B Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B A-3 Notes and the Class II-A-1 A-4 Notes, the "Offered Notes") ), to the underwriters several Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative" or ") are acting as representativeyou"). The Trust was formed pursuant also will issue $504,000,000 principal amount of its 5.33399% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts (the "Receivables") and the related collateral. The Receivables will be sold to the Trust Agreementby the Depositor. The Receivables will be serviced for the Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September October 1, 2001 2006 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust, pursuant to the Amended and Restated Trust Agreement to be dated as of October 1, 2006 (as amended and supplemented from time to time, the "Trust Agreement") ), among the Depositor, Bank Onethe Company, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Chase Bank USA, National Association, a national banking association as owner trustee (the "KBUSA," Owner Trustee"). Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in such capacitythe form of certificates issued by the Trust. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of October 1, a 2006 (as amended and supplemented from time to time, the "SellerSale and Servicing Agreement"), pursuant between the Trust and DCFS, as Depositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement. At or prior to the KBUSA Student Loan Transfer Agreementtime when sales to purchasers of the Offered Notes were first made by the Underwriters, dated as of which was approximately 2:39 p.m. on September 126, 2001 2006 (the "KBUSA Student Loan Transfer AgreementTime of Sale") between KBUSA), the Depositor had prepared the following information (collectively, the "Time of Sale Information"): the Preliminary Prospectus Supplement dated September 25, 2006 to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). If, at or subsequent to the Time of Sale and Bank Oneprior to the Closing Date (as defined below), National Associationsuch 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 circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as eligible lender trustee on behalf of the Depositor amended (the "Depositor Eligible Lender TrusteeSecurities Act")) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then "Time of Sale Information" will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant refer to the QSPE Student Loan Transfer Agreement (information conveyed to investors at the "QSPE Student Loan Transfer Agreement," and together with time of entry into the KBUSA Student Loan Transfer Agreementfirst such new Contract of Sale, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, in an amended Preliminary Prospectus approved by the Depositor and the Depositor Eligible Lender Trustee. The Group I Notes Representative that corrects such material misstatements or omissions (a "Corrected Prospectus") and "Time of Sale" will be entitled refer to receive payments the time and date on which such new Contracts 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 LoansSale were entered into.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXxxx Xxxxxxxbles II Inc., a Delaware limited liability company, corporation (the "DepositorSeller"), proposes to cause KeyCorp Student Loan Case Equipment Receivables Trust 20011999-A (the "Trust") to issue and sell $98,000,000 75,550,000 principal amount of its Floating Rate Class I-A-1 4.950% Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 294,000,000 principal amount of its Floating Rate Class I-A-2 5.285% Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 137,000,000 principal amount of its Floating Rate Class I-B A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class I-B A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "Class II-A-2 Notes" and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "Notes") to the underwriters several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative). The assets of the Trust was formed include, among other things, a pool of retail installment sale contracts and full payout leases (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 serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Trust Agreement, Indenture to be dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September March 1, 2001 1999 (as further amended and supplemented from time to time, collectivelythe "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Trust Agreement") among ), between the Depositor, Seller and The Bank One, National Associationof New York, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September 1, 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, the "Student Loan Transfer Agreements") dated as of September 1, 2001 between Key Consumer QSPE LLC, the Depositor and 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.

Xxxxxxxxxxxx. Xxx Xxxxxxxx Xxxxxxables LLCXXXX Xxxx Xxxxxxxxxxx Xxust (the "Seller"), a Delaware limited liability companybusiness trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "DepositorMART Trust Agreement"), proposes between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause KeyCorp Student Loan MMCA Auto Owner Trust 2001-A 3 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom J.P. Morgan Securities Inc. ("JPMorgan") is acting as representaxxxx (xxx "Representative"), $98,000,000 222,000,000 aggregate principal amount of its Floating Rate 2.47% Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $241,500,000, 244,000,000 aggregate principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), $10,500,000, 437,000,000 aggregate principal amount of its Floating Rate Class I-B A-3 Asset Backed Notes (the "Class I-B A-3 Notes"), $67,800,000, 399,400,000 aggregate principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 A-4 Asset Backed Notes (the "Class II-A-2 A-4 Notes" and and, together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 A-3 Notes, the "Class A Notes") and $98,440,000 aggregate principal amount of Floating Rate Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed Notes will be issued pursuant to the Trust AgreementIndenture, dated as of August 20October 1, 20012001 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company, as amended trustee (the "Indenture Trustee"), and restated by will represent indebtedness of the Trust. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $113,618,915.95 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of September 1, 2001 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate 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 September 14, 2001 (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 Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the KBUSA Student Loan Transfer Agreement, dated as of September October 1, 2001 (the "KBUSA Student Loan Transfer Trust Agreement") ), between KBUSA, the Depositor Seller and Bank One, National AssociationWilmington Trust Company, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Owner Trustee") and ). The Certificates will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "Sellers") pursuant be subordinated to the QSPE Student Loan Transfer Agreement Notes. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, dated as of October 1, 2001 (the "QSPE Student Loan Transfer Sale and Servicing Agreement," "), among the Trust, the Seller and together with the KBUSA Student Loan Transfer Servicer or, if not defined therein, in the Indenture, the Trust Agreement or the Purchase Agreement, the "Student Loan Transfer Agreements") dated as of September October 1, 2001 (the "Purchase Agreement"), between Key Consumer QSPE LLCMMCA, the Depositor as seller, and the Depositor Eligible Lender Trustee. The Group I Notes will be entitled to receive payments of interest and principal primarily from Seller, as purchaser, as 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 Loanscase may be.