QSPE STUDENT LOAN TRANSFER AGREEMENT
This QSPE STUDENT LOAN TRANSFER AGREEMENT (this "Transfer Agreement")
dated as of September 1, 2001 is among Key Consumer QSPE LLC ("QSPE"), Bank One,
National Association, as eligible lender trustee for QSPE (in such capacity, the
"QSPE ELT"), Key Consumer Receivables LLC (the "Depositor"), and Bank One,
National Association, as eligible lender trustee for the Depositor (in such
capacity, the "Depositor ELT").
Reference is made to (i) the Receivables Financing Agreement, dated as
of March 16, 2001 (the "Receivables Financing Agreement"), among QSPE, as
Borrower, Key Bank USA, National Association, as Master Servicer, Public Square
Funding LLC, as Noteholder, KeyBank National Association, as RFA Agent and Bank
One, National Association, as Eligible Lender Trustee and Collateral Agent and
(ii) the Put Notice executed by the Noteholder on July 20, 2001 (the "Put
Notice") and relating to the Receivables Financing Agreement. Capitalized terms
used herein but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Receivables Financing Agreement or the Put Notice,
as applicable.
For purposes of allowing the Depositor to enter into a new financing
arrangement, QSPE and the QSPE ELT each desires to sell to the Depositor ELT (on
behalf of the Depositor), and the Depositor ELT (on behalf of the Depositor)
desires to purchase from QSPE and the QSPE ELT, all of the Subject Student Loans
(as defined in the Put Notice)(also referred to herein as the "QSPE Student
Loans") currently owned by QSPE or the QSPE ELT on behalf of QSPE as listed on
Schedule A attached hereto. Therefore, pursuant to the terms hereof, and upon
receipt by QSPE of $208,748,160 from the Depositor, the receipt of which by QSPE
is hereby acknowledged, QSPE and the QSPE ELT each hereby sells, assigns and
transfers unto the Depositor ELT (on behalf of the Depositor and its successors
and assigns) all right, title and interest of each of QSPE and the QSPE ELT,
respectively, in and to:
(a) each of the QSPE Student Loans;
(b) all rights to, but not the obligations under, all Related
Security with respect to all such QSPE Student Loans, as of the
Cut Off Date; and
(c) all Collections received by QSPE and the QSPE ELT on and after
the Cut Off Date, in respect of such QSPE Student Loans, and
other proceeds of, any of the foregoing.
The assignment of QSPE and the QSPE ELT made hereby is made without
recourse, representation or warranty, except that each of QSPE and QSPE ELT
represents and warrants that (a) QSPE is the sole owner of the beneficial
interest in, and the QSPE ELT is the sole owner of the legal title to the QSPE
Student Loans transferred hereby and (b) that each of QSPE and the QSPE ELT is
transferring such QSPE Student Loans free and clear of any lien or encumbrance
with respect thereto. It is the intention of QSPE and the Depositor that the
transfer and assignment contemplated by this Transfer Agreement shall constitute
a sale of the QSPE Student Loans from QSPE and the QSPE ELT on behalf of QSPE to
the Depositor and the Depositor ELT on behalf of the Depositor and the
beneficial interest of QSPE and the legal title of the QSPE ELT in and to the
QSPE Student Loans shall not be part of QSPE's estate in the event of the filing
of a bankruptcy petition by or against QSPE under any bankruptcy law.
By signing in the space provided below (a) the undersigned parties to
the Receivables Financing Agreement hereby acknowledge and consent to the
transfers contemplated herein and (b) upon the RFA Agent's receipt of
counterparts of this Transfer Agreement signed by each of the parties hereto,
the Collateral Agent (on behalf of the parties to the Receivables Financing
Agreement) hereby releases all of its right, title and interest in and to the
Subject Student Loans.
The parties to this Transfer Agreement agree to enter into amendments
of this Transfer Agreement from time to time to provide for the sale of student
loans specified in a subsequent put notice pursuant to the Receivables Financing
Agreement.
THIS TRANSFER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(continued on following page)
IN WITNESS WHEREOF, the undersigned has caused this Transfer Agreement
to be duly executed and delivered by its duly authorized officer as of the date
first written above.
KEY CONSUMER QSPE LLC
By: /S/ XXXXX X. XXXXX
---------------------------
Title: President
BANK ONE, NATIONAL ASSOCIATION, not
in its individual capacity but
solely as eligible lender trustee on
behalf of Key Consumer QSPE LLC
By: /S/ XXXXX X. XXXXXXXXXX
----------------------------
Title: Authorized Officer
KEY CONSUMER RECEIVABLES LLC
By: /S/ XXXXX X. XXXXX
---------------------------
Title: President
BANK ONE, NATIONAL ASSOCIATION, not
in its individual capacity but
solely as eligible lender trustee on
behalf of Key Consumer Receivables
LLC
By: /S/ XXXXX X. XXXXXXXXXX
------------------------------
Title: Authorized Officer
Acknowledged and Consented to:
BANK ONE, NATIONAL ASSOCIATION, as Collateral Agent
under the Receivables Financing Agreement
By: /S/ XXXXX X. XXXXXXXXXX
------------------------------
Title: Authorized Officer
PUBLIC SQUARE FUNDING LLC, as Noteholder
under the Receivables Financing Agreement
By: /S/ XXXXXXX X. XXXXXXX
--------------------------------
Title: Authorzed Officer
KEYBANK NATIONAL ASSOCIATION, as RFA
Agent under the Receivables Financing Agreement
By: /S/ XXXXX X. XXXXX
---------------------------------
Title: Vice President
