EXHIBIT 4.3




Exhibit 4.3



Execution Copy







SALE AND SERVICING AGREEMENT





among





KEYCORP STUDENT LOAN TRUST 2000-A

as Issuer,



KEY BANK USA, NATIONAL ASSOCIATION

as Seller,





KEY BANK USA, NATIONAL ASSOCIATION

as Master Servicer,



BANK ONE, NATIONAL ASSOCIATION

not in its individual capacity but solely

as Eligible Lender Trustee,





and





KEY BANK USA, NATIONAL ASSOCIATION

as Administrator



Dated as of June 1, 2000



TABLE OF CONTENTS


Page     


	ARTICLE I	Definitions and Usage	1




	ARTICLE II 	Conveyance of Financed Student Loans 	2 




	   SECTION 2.01. 	Conveyance of Initial Financed Student Loans 	2 


	   SECTION 2.02. 	Conveyance of Subsequent Pool Student Loans and Other Subsequent Student Loans 	 

2 


	   SECTION 2.03. 	Conveyance of Financed Student Loans by the Eligible
Lender Trustee to the

Seller in Connection with Consolidation Loans 	 

4 


	   SECTION 2.04. 	Endorsement 	5 


	   SECTION 2.05. 	Sale Not Secured Financing 	5 




	ARTICLE III 	The Financed Student Loans 	6 




	   SECTION 3.01. 	Representations and Warranties of Seller with Respect
to the Financed Student Loans 	 

6 


	   SECTION 3.02. 	Repurchase upon Breach; Reimbursement 	10 


	   SECTION 3.03. 	Custody of Financed Student Loan Files 	11 


	   SECTION 3.04. 	Duties of Master Servicer as Custodian 	12 


	   SECTION 3.05. 	Instructions; Authority To Act 	13 


	   SECTION 3.06. 	Custodian's Indemnification 	13 


	   SECTION 3.07. 	Effective Period and Termination 	13 


	   SECTION 3.08. 	Schedule of Financed Student Loans 	13 




	ARTICLE IV 	Administration and Servicing of Financed Student Loans 	14 




	   SECTION 4.01. 	Duties of Master Servicer 	14 


	   SECTION 4.02. 	Collection of Financed Student Loan Payments 	16 


	   SECTION 4.03. 	Realization upon Financed Student Loans 	17 


	   SECTION 4.04. 	Computation of Note Interest Rate 	17 


	   SECTION 4.05. 	No Impairment 	18 


	   SECTION 4.06. 	Purchase of Financed Student Loans; Reimbursement 	18 


	   SECTION 4.07. 	Master Servicing Fee 	19 


	   SECTION 4.08. 	Administrator's Certificate; Servicer's Report 	19 


	   SECTION 4.09. 	Annual Statement as to Compliance; Notice of Default 	20 


	   SECTION 4.10. 	Annual Independent Certified Public Accountants' Report 	21 


	   SECTION 4.11. 	Access to Certain Documentation and Information
Regarding Financed Student Loans 	

22 


	   SECTION 4.12. 	Master Servicer and Administrator Expenses 	22 


	   SECTION 4.13. 	Appointment of Sub-Servicers 	22 


	   SECTION 4.14. 	Special Programs 	23 


	   SECTION 4.15. 	Maintenance of Fidelity Bond and Errors and Omission Policy 	23 




	ARTICLE V 	Distributions; Accounts; Statements to Noteholders 	23 




	   SECTION 5.01. 	Establishment of Trust Accounts 	23 


	   SECTION 5.02. 	Collections 	26 


	   SECTION 5.03. 	Application of Collections 	27 


	   SECTION 5.04. 	Additional Deposits 	27 


	   SECTION 5.05. 	Distributions 	28 


	   SECTION 5.06. 	Reserve Account 	31 


	   SECTION 5.07. 	Statements to Noteholders 	33 


	   SECTION 5.08. 	Pre-Funding Account 	34 


	   SECTION 5.09. 	Seller Optional Deposit 	37 




	ARTICLE VI 	The Seller and the Administrator 	37 




	   SECTION 6.01. 	Representations of Seller and Administrator 	37 


	   SECTION 6.02. 	Existence 	39 


	   SECTION 6.03. 	Liability of Seller; Indemnities 	39 


	   SECTION 6.04. 	Liability of Administrator; Indemnities 	41 


	   SECTION 6.05. 	Merger or Consolidation of, or Assumption of the
Obligations of, Seller or Administrator 	

42 


	   SECTION 6.06. 	Limitation on Liability of Seller, Administrator and Others 	42 


	   SECTION 6.07. 	Ownership by the Seller	43 


	   SECTION 6.08. 	Key Bank USA, National Association Not To Resign as Administrator 	44 




	ARTICLE VII 	The Master Servicer 	44 




	   SECTION 7.01. 	Representations of Master Servicer 	44 


	   SECTION 7.02.	Indemnities of Master Servicer 	46 


	   SECTION 7.03. 	Merger or Consolidation of, or Assumption of the
Obligations of, Master Servicer 	47 


	   SECTION 7.04. 	Limitation on Liability of Master Servicer and Others 	47 


	   SECTION 7.05. 	Key Bank USA, National Association, Not To Resign as Master Servicer 	48 




	ARTICLE VIII 	Default 	48 




	   SECTION 8.01. 	Master Servicer Default; Administrator Default 	48 


	   SECTION 8.02. 	Appointment of Successor 	51 


	   SECTION 8.03. 	Notification to Noteholders 	53 


	   SECTION 8.04. 	Waiver of Past Defaults 	53 




	ARTICLE IX 	Termination 	53 




	   SECTION 9.01. 	Termination 	53 




	ARTICLE X 	Additional Provisions Regarding Financed Student Loans 	55 




	   SECTION 10.01. 	Periodic Reports 	55 


	   SECTION 10.02. 	Cooperation 	56 


	   SECTION 10.03. 	Confidentiality 	56 


	   SECTION 10.04. 	Future Purchases 	57 


	   SECTION 10.05. 	Private Guarantee Fee 	57 


	   SECTION 10.06. 	Bids/First Refusal Rights 	57 


	   SECTION 10.07. 	Consolidation Loans 	58 




	ARTICLE XI	Miscellaneous	58 




	   SECTION 11.01. 	Amendment  	58 


	   SECTION 11.02. 	Protection of Interests in Trust 	60 


	   SECTION 11.03.  	Notices  	62 


	   SECTION 11.04.  	Assignment  	63 


	   SECTION 11.05.  	Limitations on Rights of Others  	63 


	   SECTION 11.06.  	Severability  	63 


	   SECTION 11.07.  	Separate Counterparts  	63 


	   SECTION 11.08.  	Headings  	63 


	   SECTION 11.09.  	Governing Law  	63 


	   SECTION 11.10.  	Assignment to Indenture Trustee  	63 


	   SECTION 11.11   	Nonpetition Covenants  	64 


	   SECTION 11.12.   	Limitation of Liability of Eligible Lender Trustee and Indenture Trustee 	64 


	   SECTION 11.13.   	Consent of the Securities Insurer 	65 






	APPENDIX A  	Definitions and Usage 	  




	SCHEDULE A  	Schedule of Initial Financed Student Loans 	  


	SCHEDULE B  	Schedule of Additional Student Loans 	  


	SCHEDULE C  	Location of Financed Student Loan Files 	  


	SCHEDULE D 	 Provisions to be Audited Regarding Master Servicer
(Sub-Servicers) and Administrator 	  


	SCHEDULE E  	Servicing Fees Schedule 	  




	EXHIBIT A  	Form of Report to Noteholders 	  


	EXHIBIT C 	[RESERVED]  	  


	EXHIBIT D  	Form of Assignment on Closing Date 	  


	EXHIBIT E  	Form of Transfer Agreement 	  





        SALE AND
SERVICING AGREEMENT dated as of June 1, 2000, among KEYCORP STUDENT LOAN TRUST
2000-A, a Delaware statutory business trust (the “Issuer”), KEY BANK
USA, NATIONAL ASSOCIATION, a national banking association and successor in
interest to Society National Bank (the “Seller”), KEY BANK USA,
NATIONAL ASSOCIATION, a national banking association, as master servicer (the
“Master Servicer”), BANK ONE, NATIONAL ASSOCIATION, a national banking
association, solely as eligible lender trustee on behalf of the Issuer and not
in its individual capacity (the “Eligible Lender Trustee”), and KEY
BANK USA, NATIONAL ASSOCIATION, a national banking association, as administrator
(the “Administrator”). 


         WHEREAS, the
Seller intends to assign to the Issuer its rights in a portfolio of
undergraduate and graduate school student loans originated in the ordinary
course of business by the Seller or its predecessors, subject to revocation by
the Seller;


        WHEREAS, the
Seller intends to assign to the Issuer during a limited period additional
student loans it currently owns and student loans it may originate or acquire in
the future; 


         WHEREAS, the
Issuer desires to purchase, and the Seller is willing to sell to the Issuer,
such student loans;


        WHEREAS, the
Eligible Lender Trustee is willing to hold legal title to, and serve as eligible
lender trustee with respect to, such student loans on behalf of the Issuer; 


         WHEREAS, the
Master Servicer is willing to master service such student loans; and


         WHEREAS, the
Administrator is willing to undertake certain administrative functions with
respect to such student loans.


         NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the
parties hereto agree as follows:



ARTICLE I



Definitions and Usage


        Capitalized
terms used but not defined herein are defined in Appendix A hereto, which
also contains rules as to usage and construction that shall be applicable
herein. 


ARTICLE II



Conveyance of Financed Student Loans


        SECTION 2.01.
Conveyance of Initial Financed Student Loans. In consideration of the
Issuer’s delivery to or upon the order of the Seller on the Closing Date of
the Certificates and of the net proceeds from the sale of the Notes and the
other amounts to be distributed from time to time to the Seller in accordance
with the terms of this Agreement, the Seller (or, in the case of the Initial
Financed Student Loans, Bank One, National Association, as eligible lender
trustee, on behalf of the Seller) does hereby, as evidenced by a duly executed
written assignment in the form of Exhibit D, sell, transfer, assign, set
over and otherwise convey to the Issuer (or, in the case of the Initial Financed
Student Loans, to the Eligible Lender Trustee on behalf of the Issuer), without
recourse (subject to the obligations herein): 


	    	        (i) all
right, title and interest of the Seller in and to the Initial Financed Student
Loans and all obligations of the Obligors thereunder, including all moneys paid
thereunder, and all written communications received by the Seller with respect
thereto (including borrower correspondence, notices of death, disability or
bankruptcy and requests for deferrals or forbearances), on or after the Cutoff
Date;




	    	        (ii)
all right, title and interest of the Seller under the Assigned Agreements
insofar as they relate to the Financed Guaranteed Private Loans but not with
respect to any other loans covered thereby (the "Assigned Rights");




	    	        (iii)
all right, title and interest of the Seller in and to all funds on deposit from
time to time in the Trust Accounts, including, but not limited to, the Reserve
Account Initial Deposit and the Pre-Funded Amount (including all income
thereon); and




	    	        (iv)
the proceeds of any and all of the foregoing.





        SECTION 2.02.
Conveyance of Subsequent Pool Student Loans and Other Subsequent Student
Loans. (a)  Subject to the conditions set forth in
paragraph (b) below, in consideration of the Issuer’s delivery on the
related Transfer Date to or upon the order of the Seller of the amount described
in Section 5.08(a) to be delivered to the Seller, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Eligible Lender
Trustee on behalf of the Issuer, without recourse (subject to the obligations
herein) all right, title and interest of the Seller in and to each Subsequent
Pool Student Loan and each Other Subsequent Student Loan, and all obligations of
the Obligors thereunder including all moneys paid thereunder, and all written
communications received by the Seller with respect thereto (including borrower
correspondence, notices of death, disability or bankruptcy and requests for
deferrals or forbearances), on and after the related Subsequent Cutoff Date,
made from time to time during the Funding Period. 


        (b) The Seller
shall transfer to the Eligible Lender Trustee on behalf of the Issuer the
Subsequent Pool Student Loans and/or the Other Subsequent Student Loans for a
given Transfer Date and the other property and rights related thereto described
in paragraph (a) above only upon the satisfaction of each of the following
conditions on or prior to such Transfer Date: 


	    	        (i) the
Seller shall have delivered to the Eligible Lender Trustee and the Indenture
Trustee, with copies to the Securities Insurer and the Swap Counterparty, a duly
executed written assignment (including an acceptance by the Eligible Lender
Trustee and the Indenture Trustee) in substantially the form of Exhibit E (each,
a "Transfer Agreement"), which shall include supplements to Schedule B listing
such Subsequent Pool Student Loans and/or the Other Subsequent Student Loans, as
applicable;




	    	        (ii)
except any of the Additional Student loans transferred on the Closing Date or
the day immediately following, the Seller shall have delivered, at least two
days prior to such Transfer Date, notice of such transfer to the Eligible Lender
Trustee, the Indenture Trustee, the Securities Insurer and the Swap
Counterparty, and the Rating Agencies, including a listing of the designation
and the aggregate principal balance of such Subsequent Pool Student Loans or
Other Subsequent Student Loans, as the case may be;




	    	        (iii)
the Seller shall, to the extent required by Section 5.02, have deposited in the
Collection Account all collections in respect of the Subsequent Pool Student
Loans and/or Other Subsequent Student Loans on and after each applicable
Subsequent Cutoff Date;




	    	        (iv) as
of each Transfer Date, the Seller was not insolvent nor will it have been made
insolvent by such transfer nor is it aware of any pending insolvency;




	    	        (v)
such addition will not result in a material adverse Federal or State tax
consequence to the Issuer or the holders of Notes;




	    	        (vi)
the Funding Period shall not have terminated and, with respect to Subsequent
Pool Student Loans, the Transfer Date is on or prior to the Special
Determination Date;




	    	        (vii)
the Seller shall have delivered to the Indenture Trustee and the Eligible Lender
Trustee, with copies to the Securities Insurer and the Swap Counterparty, an
Officers' Certificate confirming the satisfaction of each condition precedent
specified in this paragraph (b);




	    	        (viii)
the Seller shall have delivered (A) to the Rating Agencies, with copies to the
Securities Insurer and the Swap Counterparty, an Opinion of Counsel with respect
to the transfer of the Subsequent Pool Student Loans and/or Other Subsequent
Student Loans transferred on such Transfer Date, substantially in the form of
the Opinion of Counsel delivered to the Rating Agencies, the Securities Insurer
and the Swap Counterparty, on the Closing Date, and (B) to the Eligible Lender
Trustee, the Securities Insurer, the Swap Counterparty and the Indenture Trustee
the Opinion of Counsel required by Section 11.02(i)(1);




	    	        (ix)
the Seller shall have taken any action required to maintain the first perfected
ownership interest of the Issuer in the Trust Estate and the first perfected
security interest of the Indenture Trustee in the Collateral;




	    	        (x) no
selection procedures believed by the Seller to be adverse to the interests of
the holders of Notes, the Securities Insurer or the Swap Counterparty shall have
been utilized in selecting the Subsequent Pool Student Loans or the Other
Subsequent Student Loans;




	    	        (xi) no
Consolidation Loan will be transferred to the Issuer unless at least one
underlying student loan to be consolidated is a Financed Student Loan already
held by the Eligible Lender Trustee on behalf of the Issuer; and




	    	        (xii)
if at any time more than 2% of the Financed Student Loans (based on the
aggregate outstanding principal balance thereof) are evidenced by master
promissory notes, the Seller shall enter into a separate agreement with the
Securities Insurer which shall set forth reasonable additional covenants of the
Seller relating to such master promissory notes.





provided, however, that the Seller shall not incur
any liability as a result of transferring Subsequent Pool Student Loans or Other
Subsequent Student Loans on any Transfer Date at a time when the condition set
forth in clause (v) was not satisfied, if at the time of such transfer the
Authorized Officers of the Seller, after reasonable inquiry of in-house counsel
to the Seller, were not aware of any fact that would reasonably suggest that
such condition would not be satisfied as of such date. 


        (c) The Seller
covenants to transfer during the Funding Period to the Eligible Lender Trustee
on behalf of the Issuer pursuant to paragraph (a) above Other Subsequent
Student Loans and Subsequent Pool Student Loans with an aggregate principal
balance of not less than $35,000,000 (less amounts withdrawn from the Other
Additional Pre-Funding Subaccount pursuant to Section 5.08(d) of this
Agreement); provided, however, that the Seller shall have no
liability for a breach of the foregoing covenant as a result of the Seller not
having made or owned prior to the date hereof Other Subsequent Student Loans and
Subsequent Pool Student Loans equal to the amount specified above during the
Funding Period or there being insufficient funds available in the Escrow Account
and the Pre-Funding Account for the Eligible Lender Trustee to consummate such
acquisitions on behalf of the Issuer. 


        SECTION 2.03.
Conveyance of Financed Student Loans by the Eligible Lender Trustee to the
Seller in Connection with Consolidation Loans. On any date, upon receipt of
written notice (or telephonic or facsimile notice followed by written notice)
from the Seller (or from the Master Servicer (or a Sub-Servicer) on behalf of
the Seller) by the Eligible Lender Trustee and the Indenture Trustee, the
Eligible Lender Trustee, on behalf of the Issuer, will convey to the Seller the
Financed Student Loans identified in such notice, which are to be repaid
pursuant to the Consolidation Loans to be made by the Seller. 


        SECTION 2.04.
Endorsement. The Seller hereby appoints each of the Eligible Lender
Trustee and the Indenture Trustee as the Seller’s true and lawful
attorney-in-fact with full power of substitution to endorse the Seller’s
name on any promissory note evidencing the Initial Financed Student Loans and
any Additional Student Loans transferred to the Eligible Lender Trustee on
behalf of the Trust pursuant to Sections 2.01 and 2.02. The Seller
acknowledges and agrees that this power of attorney shall be construed as a
power coupled with an interest, shall be irrevocable as long as the Trust
Agreement remains in effect and shall continue in effect until the Trust
Agreement terminates. 


        SECTION 2.05.
Sale Not Secured Financing. It is the express intent of the parties
hereto that each conveyance of the Financed Student Loans by the Seller to the
Issuer, as contemplated by this Agreement be (and be treated as) a sale. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge of any such Financed Student Loans by the Seller to the Issuer to secure
a debt or other obligation of the Seller. However, in the event that,
notwithstanding the intent of the parties, any of the Financed Student Loans are
held by a court to continue to be property of the Seller, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of
such Financed Student Loans provided for herein shall be deemed to be a grant by
the Seller to the Issuer of a security interest in all of the Seller’s
right, title and interest in and to such Financed Student Loans and all amounts
payable to the holders of such Financed Student Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, to the
extent the Issuer would otherwise be entitled to own such Financed Student Loans
and proceeds pursuant to Article II hereof, including all amounts, other than
investment earnings, from time to time held or invested in any Trust Accounts
created pursuant to this Agreement, whether in the form of cash, instruments,
securities or other property; (c) the possession by the Sub-Servicers of each
Financed Student Loan File or by the Indenture Trustee of each applicable Trust
Account, and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession by
the secured party” for purposes of perfecting the security interest
pursuant to Section 9-305 (or comparable provision) of the applicable Uniform
Commercial Code; and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Issuer for the purpose of perfecting such security interest under
applicable law. Any assignment of the interest of the Issuer pursuant to any
provision hereof or pursuant to the Indenture shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Issuer
shall, to the extent consistent with this Agreement, take such actions as may be
reasonably necessary to ensure that, if this Agreement were deemed to create a
security interest in the Financed Student Loans, such security interest would be
deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the this Agreement and
the Indenture. 


ARTICLE III



The Financed Student Loans


        SECTION 3.01.
Representations and Warranties of Seller with Respect to the Financed Student
Loans. The Seller makes the following representations and warranties as to
the Financed Student Loans on which the Issuer is deemed to have relied in
acquiring (through the Eligible Lender Trustee) the Financed Student Loans. Such
representations and warranties speak as of the execution and delivery of this
Agreement and as of the Closing Date, in the case of the Initial Financed
Student Loans and the Subsequent Pool Student Loans, and as of the applicable
Transfer Date, in the case of the Other Subsequent Student Loans, but shall
survive the sale, transfer and assignment of the Financed Student Loans to the
Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture. 


	    	        (i)
Characteristics of Financed Student Loans. Each Financed Student Loan (A)
was originated in the United States of America, its territories, its possessions
or other areas subject to its jurisdiction by the Seller (or originated by
another lender in the United States of America and purchased by the Seller) in
the ordinary course of its business to an eligible borrower under applicable law
and agreements and was fully and properly executed by the parties thereto and
(B) provides or, when the payment schedule with respect thereto is determined,
will provide for payments on a periodic basis that fully amortize the principal
amount of such Financed Student Loan by its maturity and yield interest at the
rate applicable thereto, as such maturity may be modified in accordance with any
applicable deferral or forbearance periods granted in accordance with applicable
laws and restrictions, including those of the Higher Education Act, any
Guarantee Agreement or the Programs. Each Financed Student Loan that is a
Financed Federal Loan qualifies the holder thereof to receive Interest Subsidy
Payments (other than SLS Loans, unsubsidized Stafford Loans and certain
Consolidation Loans) and Special Allowance Payments from the Department and
Guarantee Payments from the applicable Guarantor and qualifies the applicable
Guarantor to receive reinsurance payments thereon from the Department. Each
Financed Student Loan that is a Financed Guaranteed Private Loan qualifies the
holder thereof to receive Guarantee Payments from the applicable Guarantor
pursuant to the related Guarantee Agreement.




	    	        (ii)
Schedules of Financed Student Loans. The information set forth in
Schedules A and B to this Agreement and Schedule A to the related Transfer
Agreement is true and correct in all material respects as of the opening of
business on the Cutoff Date (with respect to Schedules A and B to this
Agreement) or each applicable Subsequent Cutoff Date, as applicable, and no
selection procedures believed to be adverse to the holders of Notes, the
Securities Insurer or the Swap Counterparty were utilized in selecting the
Initial Financed Student Loans or the Additional Student Loans, as applicable.
The computer tape regarding the Initial Financed Student Loans and the
Subsequent Pool Student Loans made available to the Issuer, its assigns, the
Securities Insurer and Swap Counterparty is true and correct in all respects as
of the Cutoff Date. There will be no material changes made to either Schedule A
or Schedule B to this Agreement (with respect to the Initial Financed Student
Loans or the Subsequent Pool Student Loans) prior to the Special Determination
Date without the acknowledgement of the Rating Agencies that such material
change will not affect the ratings assigned to any Class of the Notes (without
regard to the Securities Guaranty Insurance Policy).




	    	        (iii)
Compliance with Law. Each Financed Student Loan complied at the time it
was originated or made and at the execution of this Agreement or the applicable
Transfer Agreement, as the case may be, complies, and the Seller and its agents,
with respect to each such Financed Student Loan, have at all times complied, in
all material respects with all requirements of applicable Federal, state and
local laws and regulations thereunder, including the Higher Education Act, usury
law, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Federal Reserve Board's Regulation B and other consumer credit laws and equal
credit opportunity and disclosure laws and all applicable requirements of any
Guarantee Agreements.




	    	        (iv)
Binding Obligation. Each Financed Student Loan represents the genuine,
legal, valid and binding payment obligation in writing of the borrower thereof,
enforceable by or on behalf of the holder thereof in accordance with its terms,
and no Financed Student Loan has been satisfied, subordinated or rescinded,
subject to clause (xiii) below.




	    	        (v)
No Defenses. No right of rescission, setoff, counterclaim or defense has
been asserted or threatened or exists with respect to any Financed Student
Loan.




	    	        (vi)
No Default. No Initial Financed Student Loan or Subsequent Pool Student
Loan has a payment that is more than 180 days overdue as of the Cutoff Date or,
with respect to the Other Subsequent Student Loans, more than 90 days overdue as
of the applicable Subsequent Cutoff Date, as the case may be, and, except as
permitted in this paragraph, no default, breach, violation or event permitting
acceleration under the terms of any Financed Student Loan has occurred; and,
except for payment defaults continuing for a period of not more than 150 days or
90 days, as applicable, no continuing condition that with notice or the lapse of
time or both would constitute a default, breach, violation or event permitting
acceleration under the terms of any Financed Student Loan has arisen; and the
Seller has not waived and shall not waive any of the foregoing other than as
permitted by the Basic Documents.




	    	        (vii)
Title. It is the intention of the Seller that the transfer and assignment
herein contemplated constitute a sale of the Financed Student Loans from the
Seller to the Eligible Lender Trustee on behalf of the Issuer and that the
beneficial interest in and title to such Financed Student Loans not be part of
the debtor's estate in the event of the appointment of a receiver with respect
to the Seller. No Financed Student Loan has been sold, transferred, assigned or
pledged by the Seller to any Person other than the Eligible Lender Trustee on
behalf of the Issuer. Immediately prior to the transfer and assignment herein
contemplated, the Seller had good title to each Financed Student Loan, free and
clear of all Liens and, immediately upon the transfer thereof, the Eligible
Lender Trustee on behalf of the Issuer shall have good title to each such
Financed Student Loan, free and clear of all Liens or the transfer shall have
been perfected under the UCC.




	    	        (viii)
Lawful Assignment. No Financed Student Loan has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer and
assignment of such Financed Student Loan or any Financed Student Loan under this
Agreement, each Transfer Agreement or the Indenture is unlawful, void or
voidable.




	    	        (ix)
Security Interest Perfected; Delivery of Loan Files. All filings
(including UCC filings) and/or delivery requirements necessary in any
jurisdiction to give the Eligible Lender Trustee on behalf of the Issuer a first
perfected ownership interest in the Financed Student Loans, and to give the
Indenture Trustee a first perfected security interest therein, have been made or
satisfied, as the case may be. A Financed Student Loan File has been delivered
to the Master Servicer (or a Sub-Servicer) for each Financed Student Loan and
each such file contains the original fully executed note (or a copy of a fully
executed master promissory note) evidencing such Financed Student Loan.




	    	        (x)
One Original. There is only one original executed copy of the promissory
note evidencing each Financed Student Loan.




	    	        (xi)
Principal Balance. The aggregate principal balance of the Initial Financed
Student Loans, plus accrued interest to be capitalized with respect thereto, as of
the Statistical Cutoff Date, is $321,839,714, and the aggregate principal balance
of the Subsequent Pool Student Loans, plus accrued interest to be capitalized with
respect thereto, as of the Statistical Cutoff Date, is $181,730,598.




	    	        (xii)
No Claims. As of the Cutoff Date, no claim for payment with respect to an
Initial Financed Student Loan has been made to a Guarantor, and as of the
related Subsequent Cutoff Date no claim for payment with respect to an
Additional Student Loan will have been made.




	    	        (xiii)
No Bankruptcies or Deaths. No borrower of any Financed Student Loan as of
June 1, 2000 (in the case of the Initial Financed Student Loans), or the
applicable Subsequent Cutoff Date (in the case of Additional Student Loans) was
noted in the related Financed Student Loan File as being currently involved in a
bankruptcy proceeding or as having died.




	    	        (xiv)
Interest Accruing. Each Financed Student Loan is accruing interest
(whether or not such interest is being paid currently, by the borrower or by the
Department, or is being capitalized), except as otherwise expressly permitted by
the Basic Documents.




	    	        (xv)
No Government Borrower. No borrower of a Financed Student Loan is the
United States of America or any State or any agency, department, subdivision or
instrumentality thereof.




	    	        (xvi)
Origination. Each Financed Student Loan was originated in the United
States of America, its territories, its possessions or other areas subject to
its jurisdiction, and was originated or purchased for value by the Seller
thereof in the ordinary course of its business. The Seller had all necessary
licenses and permits to originate or purchase the Financed Student Loan at the
time of its origination or purchase of such Financed Student Loan.




	    	        (xvii)
Origination Practices. The origination practices used by the originator
or the Seller with respect to the Financed Student Loans have been in all
respects in compliance with all applicable laws and regulations.




	    	        
(xviii) Conformance with Underwriting Guidelines. Each Financed Student Loan
constituting a Financed Private Loan was underwritten in accordance with the
guidelines in existence as of the Closing Date and made available to the
Underwriters, the Securities Insurer and the Rating Agencies.





	    	        (xix)
No Sub-Prime Student Loans. The Financed Student Loans do not and will
not include any Financed Student Loans originated to individuals who have
previously defaulted on their student loans.




	    	        (xx)
No Non-Performing Loans. No Financed Student Loan, as of the Statistical
Cutoff Date, is in default nor does the Seller expect to write-off any amount
thereof as a loss.




	    	        (xxi)
Cohort Default Rates. With respect to the Initial Financed Student Loans
and the Subsequent Pool Student Loans only, and based on the most recently
published Cohort Default Rates available on the Closing Date, no Financed Student
Loans made to borrowers
attending educational institutions with published Cohort Default Rates greater
than twenty percent (20%) have been sold by the Seller to the Issuer if, and to
the extent that, such acquisition would cause the aggregate principal amount of
Financed Student Loans included in the Trust Estate made to borrowers attending
educational institutions with published Cohort Default Rates greater than twenty
percent (20%) to exceed eight percent (8%) of the aggregate principal amount of
Financed Student Loans sold to the Issuer pursuant to this Agreement.




	    	        (xxii)
Instrument. Each promissory note executed by a borrower evidencing a
Financed Student Loan (other than any master promissory note) constitutes an
"instrument" within the meaning of the UCC as in effect in the states in which
each such borrower resides at origination.




	    	        (xxiii)
Seller's Representations. The representations and warranties of the
Seller contained in Section 6.01 are true and correct





        SECTION 3.02.
Repurchase upon Breach; Reimbursement. The Seller, the Master Servicer or
the Eligible Lender Trustee, as the case may be, shall inform the other parties
to this Agreement, the Securities Insurer, the Swap Counterparty, and the
Indenture Trustee promptly, in writing, upon the discovery of any breach of the
Seller’s representations and warranties made pursuant to Section 3.01 or
Section 6.01. Unless any such breach shall have been cured within
60 days following the discovery thereof by the Eligible Lender Trustee or
receipt by the Eligible Lender Trustee of written notice from the Seller, the
Securities Insurer or the Master Servicer of such breach, the Seller shall be
obligated to repurchase any Financed Student Loan in which the interests of the
holders of Notes, the Swap Counterparty or the Securities Insurer are materially
and adversely affected (in each case unless a Securities Insurer Default has
occurred and is continuing) as determined by the Securities Insurer, by any such
breach as of the first day succeeding the end of such 60-day period that is the
last day of a Collection Period; provided that it is understood that any such
breach that does not affect any Guarantor’s obligation to guarantee payment
of each Financed Student Loan that is a Financed Guaranteed Loan to the Eligible
Lender Trustee in accordance with the related Guarantee Agreements will not be
considered to have a material adverse effect for this purpose. In consideration
of and simultaneously with the repurchase of the Financed Student Loan, the
Seller shall remit the Purchase Amount, in the manner specified in Section 5.04,
and the Issuer shall execute such assignments and other documents reasonably
requested by the Seller in order to effect such transfer. Upon any such transfer
of a Financed Student Loan, legal title to, and beneficial ownership and control
of, the related Financed Student Loan File will thereafter belong to the Seller.
In addition, if any such breach by the Seller does not trigger such a repurchase
obligation but does result in the refusal by a Federal Guarantor to guarantee
all or a portion of the accrued interest, or the loss (including any obligation
of the Issuer to repay to the Department) of certain Interest Subsidy Payments
and Special Allowance Payments, with respect to a Financed Federal Loan, then,
unless such breach, if curable, is cured within 60 days, the Seller shall
reimburse the Issuer by remitting an amount equal to the sum of all such
non-guaranteed interest amounts and such forfeited Interest Subsidy Payments and
Special Allowance Payments in the manner specified in Section 5.04. Subject
to the provisions of Section 6.03 hereof, and Section 3.04(b) of the
Insurance Agreement, the sole remedy of the Issuer, the Eligible Lender Trustee,
the Indenture Trustee, the holders of Notes, the Securities Insurer and Swap
Counterparty with respect to a breach of representations and warranties pursuant
to Section 3.01 and the agreement contained in this Section shall be to
require the Seller to repurchase Financed Student Loans or to reimburse the
Issuer as provided above pursuant to this Section, subject to the conditions
contained herein. 


        SECTION 3.03.
Custody of Financed Student Loan Files. To assure uniform quality in
servicing the Financed Student Loans and to reduce administrative costs, the
Issuer hereby appoints the Master Servicer, and the Master Servicer hereby
accepts such appointment, to act for the benefit of the Issuer and the Indenture
Trustee as custodian of the following documents or instruments related to the
Financed Student Loans (as set forth in Schedules A and B hereto), which are
also hereby constructively delivered to the Indenture Trustee, as pledgee of the
Issuer (or, in the case of the Additional Student Loans, will be, as of the
applicable Transfer Date, constructively delivered to the Indenture Trustee, as
pledgee of the Issuer) with respect to each Financed Student Loan: 


        (a) the original
fully executed copy of the note (or a copy of a fully executed master promissory
note) evidencing the Financed Student Loan;


        (b) the original
loan application fully executed by the borrower; and


        (c) any and all
other documents and computerized records that any of the Master Servicer (or a
Sub-Servicer on behalf of the Master Servicer), the Administrator or the Seller
shall keep on file, in accordance with its customary procedures, relating to
such Financed Student Loan or any Obligor with respect thereto. 


        Notwithstanding
the foregoing, and without releasing the Master Servicer from its duties and
obligations hereunder, for so long as Key Bank USA, National Association, or an
affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall
(and in all other cases, may) appoint one or more Sub-Servicers to act as
“custodian” on behalf of the Issuer and the Indenture Trustee (but at
the direction of the Master Servicer) with respect to the Financed Student Loans
such Sub-Servicer is servicing, in each case consistent with the terms of this
Article III, and all references to the Master Servicer, as custodian shall be
read to apply to such Sub-Servicer acting as custodian pursuant to this
Agreement and the related subservicing agreement; and, provided, further, that
if Key Bank USA, National Association is the Master Servicer, the Master
Servicer shall not replace such Sub-Servicer unless and until a successor
Sub-Servicer assumes the role of “custodian” on behalf of the Issuer
and the Indenture Trustee with respect to all the Financed Student Loans it will
be servicing. Notwithstanding the foregoing, the Master Servicer shall be
responsible hereunder for any breaches by any Sub-Servicer of its obligations as
custodian hereunder. 


        The appointment
of the Master Servicer or any Sub-Servicer as custodian hereunder is for
administrative purposes only and does not, and is not intended to, transfer any
of the Issuer’s or the Indenture Trustee’s right, title or interest in
or to the Initial Financed Student Loans (or Additional Student Loans) to the
Master Servicer or such Sub-Servicer and the Master Servicer hereby acknowledges
(and each Sub-Servicer in the related subservicing agreement acknowledges) that
it has not and will not obtain any such right, title or interest in or to such
Initial Financed Student Loans (or Additional Student Loans). The Master
Servicer (so long as it is Key Bank USA, National Association) hereby
acknowledges that it does not currently have possession, and agrees that it will
not at any time in the future take physical possession, of any Financed Student
Loan Files. 


        SECTION 3.04.
Duties of Master Servicer as Custodian.
(a)  Safekeeping. The Master Servicer, as custodian, shall (or
shall cause the applicable Sub-Servicers to) hold the Financed Student Loan
Files for the benefit of the Issuer and the Indenture Trustee and maintain such
accurate and complete accounts, records and computer systems pertaining to each
Financed Student Loan File as shall enable the Issuer to comply with this
Agreement. In performing its duties as custodian the Master Servicer shall (or
shall cause the applicable Sub-Servicers to) act with reasonable care, using
that degree of skill and attention that the Master Servicer (or such
Sub-Servicer) exercises with respect to the student loan files relating to all
comparable student loans that the Master Servicer (or such Sub-Servicer)
services and shall ensure that it complies fully and completely with all
applicable Federal and State laws, including the Higher Education Act, with
respect thereto. The Master Servicer shall (or shall cause the applicable
Sub-Servicers to) conduct, or cause to be conducted, periodic audits of the
Financed Student Loan Files held by it under this Agreement and of the related
accounts, records and computer systems, in such a manner as shall enable the
Issuer or the Indenture Trustee to verify the accuracy of the Master
Servicer’s (or such Sub-Servicer’s) record keeping. The Master
Servicer shall (or shall cause the applicable Sub-Servicers to) promptly report
to the Issuer and the Indenture Trustee any failure on its part (or on the part
of a Sub-Servicer) to hold the Financed Student Loan Files and maintain its
accounts, records and computer systems as herein provided and promptly take
appropriate action to remedy any such failure. The Master Servicer shall (or
shall cause each Sub-Servicer) to deliver the Trust Receipts to the Issuer, the
Indenture Trustee, the Securities Insurer and the Swap Counterparty on the
Closing Date. Nothing herein shall be deemed to require any periodic review by
the Issuer, the Eligible Lender Trustee or the Indenture Trustee of the Financed
Student Loan Files. 


        (b)
Maintenance of and Access to Records. The Master Servicer, as custodian,
shall (or shall cause the applicable Sub-Servicers to) maintain each Financed
Student Loan File at one of its offices (or the offices of the applicable
Sub-Servicer) specified in Schedule C to this Agreement or at such other office
as shall be specified by written notice to the Issuer, the Securities Insurer
and the Indenture Trustee not later than 60 days prior to any change in
location. Upon reasonable prior notice, the Master Servicer shall (or shall
cause the applicable Sub-Servicers to) make available to the Issuer, the
Securities Insurer and the Indenture Trustee or their respective duly authorized
representatives, attorneys or auditors a list of locations of the Financed
Student Loan Files and the related accounts, records and computer systems
maintained by the Master Servicer (or such Sub-Servicer) at such times during
normal business hours as the Issuer or the Indenture Trustee shall instruct. 


        (c) Release of
Documents. Upon instruction from the Indenture Trustee, the Master Servicer,
as custodian, shall (or shall cause the applicable Sub-Servicers to) release any
Financed Student Loan File to the Indenture Trustee, the Indenture Trustee's
agent, or the Indenture Trustee's designee, as the case may be, at such place or
places as the Indenture Trustee may designate, as soon as
practicable.


        SECTION 3.05.
Instructions; Authority To Act. The Master Servicer, as custodian, shall
be deemed to have received proper instructions with respect to the Financed
Student Loan Files upon its receipt of written instructions signed by a
Responsible Officer of the Indenture Trustee.


        SECTION 3.06.
Custodian’s Indemnification. The Master Servicer as custodian shall
pay for any loss, liability or expense, including reasonable attorney’s
fees, that may be imposed on, incurred by or asserted against the Issuer, the
Eligible Lender Trustee, the Securities Insurer or the Indenture Trustee or any
of their officers, directors, employees and agents as the result of any improper
act or omission in any way relating to the maintenance and custody by the Master
Servicer (or any Sub-Servicer) as custodian of the Financed Student Loan Files
where the final determination that any such improper act or omission by the
Master Servicer resulted in such loss, liability or expense is established by a
court of law, by an arbitrator or by way of settlement agreed to by the Master
Servicer; provided, however, that the Master Servicer shall not be liable
to the Eligible Lender Trustee for any portion of any such amount resulting from
the willful misfeasance, bad faith or negligence of the Eligible Lender Trustee
and the Master Servicer shall not be liable to the Indenture Trustee for any
portion of any such amount resulting from the willful misfeasance, bad faith or
negligence of the Indenture Trustee. 


        SECTION 3.07.
Effective Period and Termination. The appointment of the Master Servicer
as custodian shall become effective as of the Closing Date and shall continue in
full force and effect for so long as the Master Servicer shall remain the Master
Servicer hereunder, subject to the requirements of Section 3.03 hereof. If the
Master Servicer or any successor Master Servicer shall resign as Master Servicer
in accordance with the provisions of this Agreement or if all the rights and
obligations of the Master Servicer or any such successor Master Servicer shall
have been terminated under Section 8.01, the appointment of the Master Servicer
or such successor Master Servicer as custodian shall be terminated
simultaneously with the effectiveness of such termination. As soon as
practicable on or after any termination of such appointment (and in any event
within (i) 10 Business Days, with respect to that portion of the Financed
Student Loan Files it holds consisting of electronic records and information,
and (ii) 40 Business Days, with respect to the remaining portion of the Financed
Student Loan Files it holds), the Master Servicer shall (or shall cause the
applicable Sub-Servicers to) deliver the Financed Student Loan Files it holds to
the Indenture Trustee or the Indenture Trustee’s agent at such place or
places as the Indenture Trustee may reasonably designate; provided, however,
that until such time as such Financed Student Loan Files have been delivered,
the Master Servicer shall continue to be responsible for the custody of such
Financed Student Loan Files. 


        SECTION 3.08.
Schedule of Financed Student Loans. Schedules A and B hereto shall
indicate by name any Sub-Servicer who has been appointed by the Master Servicer
to service, on behalf of the Master Servicer, each Financed Student Loan. Such
indication may be amended by the Master Servicer, from time to time, to replace
the name of the applicable Sub-Servicer, in accordance with the provisions of
this Agreement relating to the servicing of the Financed Student Loans. 


ARTICLE IV



Administration and Servicing of Financed Student Loans


        SECTION 4.01.
Duties of Master Servicer. The Master Servicer, for the benefit of the
Issuer (to the extent provided herein), shall (or shall cause the applicable
Sub-Servicer to) manage, service, administer and make collections on the
Financed Student Loans with reasonable care, using that degree of skill and
attention that the Master Servicer (or such Sub-Servicer) exercises with respect
to all comparable student loans that it services but in any event, in accordance
with customary and usual standards of practice of prudent lenders and loan
servicers administering similar student loans. Without limiting the generality
of the foregoing or of any other provision set forth in this Agreement and
notwithstanding any other provision to the contrary set forth herein, the Master
Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service,
administer and make collections with respect to the Financed Student Loans
(other than collection of any Interest Subsidy Payments and Special Allowance
Payments, which the Eligible Lender Trustee will perform on behalf of the Trust)
in accordance with, and otherwise comply with, all applicable Federal and state
laws, including all applicable standards, guidelines and requirements of the
Higher Education Act (in the case of the Financed Federal Loans) and any
Guarantee Agreement (in the case of the Financed Guaranteed Loans), the failure
to comply with which would adversely affect the eligibility of one or more of
the Financed Federal Loans for federal reinsurance or Interest Subsidy Payments
or Special Allowance Payments or one or more of the Financed Guaranteed Loans
for receipt of Guarantee Payments or would have an adverse effect on the holders
of Notes. The Master Servicer also hereby acknowledges that its obligation to
service (or to cause the applicable Sub-Servicer to sub-service on its behalf)
the Financed Student Loans includes those Additional Student Loans conveyed by
the Seller to the Eligible Lender Trustee on behalf of the Trust pursuant to
Section 2.02 and the related Transfer Agreement, a copy of which shall be
delivered to the Master Servicer by the Seller promptly upon execution thereof;
provided that any failure by the Seller to so deliver a Transfer
Agreement shall not affect the Master Servicer’s obligations hereunder to
service (or to cause the applicable Sub-Servicer to sub-service on its behalf)
all the Financed Student Loans. 


        The Master
Servicer’s duties (or the duties of the applicable Sub-Servicers on behalf
of the Master Servicer) shall include collection and posting of all payments,
responding to inquiries of borrowers on such Financed Student Loans, monitoring
borrowers’ status, making required disclosures to borrowers, investigating
delinquencies, sending payment coupons to borrowers and otherwise establishing
repayment terms, reporting tax information to borrowers, if applicable,
accounting for collections and furnishing monthly and annual statements with
respect thereto to the Administrator. Subject to the provisions of Section 4.02
and the first paragraph of this Section 4.01, the Master Servicer shall (or
shall cause the applicable Sub-Servicer to) follow its customary standards,
policies and procedures in performing its duties as Master Servicer (or
Sub-Servicer, as the case may be). Without limiting the generality of the
foregoing, the Master Servicer is authorized and empowered to execute and
deliver (and may cause the applicable Sub-Servicer to execute and deliver), on
behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture
Trustee, the Securities Insurer, the Swap Counterparty and the holders of Notes
or any of them, instruments of satisfaction or cancellation, or partial or full
release or discharge, and all other comparable instruments, with respect to such
Financed Student Loans; provided, however, that the Master
Servicer agrees that it will not (nor will it permit a Sub-Servicer to) (a)
permit any rescission or cancellation of a Financed Student Loan except as
ordered by a court of competent jurisdiction or governmental authority or as
otherwise consented to in writing by the Eligible Lender Trustee, the Securities
Insurer (provided that no Securities Insurer Default has occurred and is
continuing) and the Indenture Trustee or (b) reschedule, revise, defer or
otherwise compromise with respect to payments due on any Financed Student Loan
except pursuant to any applicable deferral or forbearance periods or otherwise
in accordance with all applicable standards, guidelines and requirements of the
Higher Education Act, any Guarantee Agreement or the Programs with respect to
the servicing of the Financed Student Loans and except as otherwise permitted in
accordance with Section 4.14; provided further, however, that
the Master Servicer shall not agree (nor shall it permit any Sub-Servicer to
agree) to any decrease of the interest rate on, or the principal amount payable
with respect to, any Financed Student Loan except in accordance with the
applicable standards, guidelines and requirements of the Higher Education Act,
any Guarantee Agreement or the Programs and as otherwise permitted in accordance
with Section 4.14. The Eligible Lender Trustee on behalf of the Issuer
hereby grants a power of attorney and all necessary authorization to the Master
Servicer to (or to cause the applicable Sub-Servicer to) maintain any and all
collection procedures with respect to the Financed Student Loans it services (or
sub-services), including filing, pursuing and recovering claims against the
Guarantors for Guarantee Payments and taking any steps to enforce such Financed
Student Loan such as commencing a legal proceeding to enforce a Financed Student
Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture
Trustee, the Securities Insurer, the Swap Counterparty or the holders of Notes.
The Eligible Lender Trustee or the Indenture Trustee shall upon the written
request of the Master Servicer or the Administrator furnish the Master Servicer
or the Administrator (or at written the direction of the Master Servicer or the
Administrator, the related Sub-Servicer) with any other powers of attorney and
other documents reasonably necessary or appropriate to enable the Master
Servicer or the Administrator (or related Sub-Servicer) to carry out their
servicing and administrative duties hereunder (or under the related
Sub-Servicing Agreement). 


        Notwithstanding
the foregoing, and without releasing the Master Servicer from its duties and
obligations hereunder, the Master Servicer has appointed Great Lakes and PHEAA
as Sub-Servicers and may appoint one or more additional Sub-Servicers to act as
“sub-servicer” on its behalf with respect to the Financed Student
Loans such Sub-Servicer is sub-servicing, in each case consistent with the terms
of this Article IV and any other provision of this Agreement, and all references
to the Master Servicer shall be read to apply to such Sub-Servicer acting on
behalf of the Master Servicer. In addition, the Master Servicer may, in the event
that a Sub-Servicer has been terminated or is no longer servicing the Financed
Student Loans, perform the servicing functions required hereunder for up to 180
days, or a longer period of time if consented to by the Securities
Insurer.


        In addition,
neither the Seller nor the Master Servicer shall make any change to a Program
that affects any Financed Student Loan, if such change would have a material
adverse effect on the interests of the Noteholders or the Securities Insurer
without the consent of the Securities Insurer (provided that no Securities
Insurer Default has occurred and is continuing). The Master Servicer or the
Seller shall deliver to the Securities Insurer a copy of each change to a
Program that materially affects any of the Financed Student Loans. 


        SECTION 4.02.
Collection of Financed Student Loan Payments. (a)  The Master
Servicer shall (or shall cause the applicable Sub-Servicer to) make reasonable
efforts (including all efforts that may be specified under the Higher Education
Act or any Guarantee Agreement) to collect all payments called for under the
terms and provisions of the Financed Student Loans as and when the same shall
become due and shall follow such collection procedures as it follows with
respect to all comparable student loans that it services. The Master Servicer
shall (or shall cause the applicable Sub-Servicer to) allocate collections with
respect to the Financed Student Loans between principal and interest in
accordance with Section 5.03. With the written consent of the Administrator, the
Master Servicer (or at the direction of the Master Servicer, the related
Sub-Servicer) may in its discretion waive any charge or any other fee that may
be collected in the ordinary course of servicing a Financed Student Loan. The
Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit all
collections relating to the Financed Student Loans to the Demand Deposit Account
for deposit therein no later than the close of business on the second Business
Day after receipt thereof in accordance with Section 5.02. 


        (b) The Master
Servicer shall (or shall cause the applicable Sub-Servicer to) make reasonable
efforts to claim, pursue and collect all Guarantee Payments from the Guarantors
pursuant to the Guarantee Agreements with respect to any of the Financed
Guaranteed Loans as and when the same shall become due and payable, shall comply
with all applicable laws and agreements with respect to claiming, pursuing and
collecting such payments and shall follow such practices and procedures as it
follows with respect to all comparable guarantee agreements and student loans
that it services. In connection therewith, the Master Servicer is hereby
authorized and empowered (or at the direction of the Master Servicer, the
related Sub-Servicer is authorized and empowered) to convey to any Guarantor the
note and the related Financed Student Loan File representing any Financed
Guaranteed Loan in connection with submitting a claim to such Guarantor for a
Guarantee Payment in accordance with the terms of the applicable Guarantee
Agreement. 


        (c) The Eligible
Lender Trustee shall, with the assistance of the Administrator as set forth
below and on behalf of the Issuer, make reasonable efforts to claim, pursue and
collect all Interest Subsidy Payments and Special Allowance Payments from the
Department with respect to any of the Financed Federal Loans as and when the
same shall become due and payable, shall comply with all applicable laws and
agreements with respect to claiming, pursuing and collecting such payments and
shall follow such practices and procedures as the Administrator follows with
respect to its own student loans. All amounts so collected by the Eligible
Lender Trustee shall constitute Available Funds for the applicable Collection
Period and shall be deposited into the Collection Account in accordance with
Section 5.02. In connection therewith, the Administrator shall prepare and
file with the Department on a timely basis all claims forms and other documents
and filings necessary or appropriate in connection with the claiming of Interest
Subsidy Payments and Special Allowance Payments on behalf of the Eligible Lender
Trustee and shall otherwise assist the Eligible Lender Trustee in pursuing and
collecting such Interest Subsidy Payments and Special Allowance Payments from
the Department. The Eligible Lender Trustee shall upon the written request of
the Administrator furnish the Administrator with any power of attorney and other
documents reasonably necessary or appropriate to enable the Administrator to
prepare and file such claims forms and other documents and filings. 


        The Eligible
Lender Trustee may permit trusts, other than the Trust, established by the
Seller to securitize student loans to use the Department lender identification
number applicable to the Trust. In such event, the Eligible Lender Trustee may
claim and collect Interest Subsidy Payments and Special Allowance Payments with
respect to Financed Student Loans in the Trust and student loans in such other
trusts using such common lender identification number. Notwithstanding anything
herein or in the Basic Documents to the contrary, any amounts assessed against
payments (including, but not limited to, Interest Subsidy Payments and Special
Allowance Payments) due from the Department or any Federal Guarantor to any such
other trust using such common lender identification number as a result of
amounts (including, but not limited to, the Federal Consolidation Loan Rebate)
owing to the Department or any Federal Guarantor from the Trust will be deemed
for all purposes hereof and of the Basic Documents (including for purposes of
determining amounts paid by the Department or any Federal Guarantor with respect
to the student loans in the Trust and such other trust) to have been assessed
against the Trust and shall be deducted by the Eligible Lender Trustee or the
Master Servicer and paid to such other trust from any collections made by them
which would otherwise have been payable to the Collection Account, for the
Trust. If so specified in the servicing agreement applicable to any such other
trust, any amounts assessed against payments due from the Department or any
Federal Guarantor to the Trust as a result of amounts owing to the Department or
any Federal Guarantor from such other trust using such common lender
identification number will be deemed to have been assessed against such other
trust and will be deducted by the Eligible Lender Trustee or the Master Servicer
from any collections made by them which would otherwise be payable to the
collection account for such other trust and paid to the Trust. 


        SECTION 4.03.
Realization upon Financed Student Loans. For the benefit of the Issuer,
the Master Servicer shall (or shall cause the applicable Sub-Servicer to) use
reasonable efforts consistent with its customary servicing practices and
procedures and including all efforts that may be specified under the Higher
Education Act or any applicable Guarantee Agreement in its servicing (or
sub-servicing) of any delinquent Financed Student Loans. 


        SECTION 4.04.
Computation of Note Interest Rate. Prior to each Determination Date, the
Administrator shall determine each Note Interest Rate that will be applicable to
the Distribution Date following such Determination Date, in compliance with its
obligation to prepare and deliver an Administrator’s Certificate on such
Determination Date pursuant to Section 4.08. In connection therewith, the
Administrator shall calculate the T-Bill Rate in accordance with the definition
thereof calculate Three-Month LIBOR in accordance with the definition thereof
and shall also determine the Student Loan Rate with respect to such Distribution
Date. 


        SECTION 4.05.
No Impairment. The Master Servicer shall not (nor shall it permit the
applicable Sub-Servicer to) impair the rights of the Issuer, the Eligible Lender
Trustee, the Indenture Trustee, the Securities Insurer, the Swap Counterparty or
the holders of Notes in such Financed Student Loans. 


        SECTION 4.06.
Purchase of Financed Student Loans; Reimbursement. The Eligible Lender
Trustee or the Master Servicer (or the applicable Sub-Servicer on its behalf)
shall inform the other party as well as the Indenture Trustee, the Securities
Insurer, the Swap Counterparty and the Seller promptly, in writing, upon the
discovery of any breach pursuant to Section 4.01, 4.02, 4.03 or 4.05. Unless the
breach shall have been cured within 60 days following such discovery (or, at the
Master Servicer’s election, the last day of the first month following such
discovery), the Master Servicer shall purchase any Financed Student Loan in
which the interests of the Securities Insurer, the Swap Counterparty or the
holders of Notes are materially and adversely affected (in each case unless a
Securities Insurer Default has occurred and is continuing) as determined by the
Securities Insurer by such breach as of the first day succeeding the end of such
60-day period that is the last day of a Collection Period (it being understood
that any such breach that does not affect any Guarantor’s obligation to
guarantee payment of such Financed Student Loan in accordance with Guarantee
Agreements will not be considered to have a material adverse effect for this
purpose). If the Master Servicer takes any action or fails to take any action
(including, without limitation, all actions taken or not taken by a Sub-Servicer
on its behalf) during any Collection Period pursuant to the sections referred to
above that impairs the rights of the Issuer, the Indenture Trustee, the Eligible
Lender Trustee, the Securities Insurer, the Swap Counterparty or the holders of
Notes in any Financed Student Loan or otherwise than as provided in such
sections, the Master Servicer shall purchase such Financed Student Loan as of
the last day of such Collection Period. In consideration of the purchase of any
such Financed Student Loan pursuant to either of the two preceding sentences,
the Master Servicer shall remit the Purchase Amount in the manner specified in
Section 5.04. In addition, if any such breach by the Master Servicer (or a
Sub-Servicer acting on its behalf) does not trigger such a purchase obligation
but does result in the refusal by a Federal Guarantor to guarantee all or a
portion of the accrued interest, or the loss (including any obligation of the
Issuer to repay to the Department) of certain Interest Subsidy Payments and
Special Allowance Payments, with respect to a Financed Federal Loan, then,
unless such breach, if curable, is cured within 60 days, the Master
Servicer shall reimburse the Issuer by remitting an amount equal to the sum of
all such non-guaranteed interest amounts and such forfeited Interest Subsidy
Payments and Special Allowance Payments in the manner specified in
Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer,
the Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer, Swap
Counterparty and the holders of Notes with respect to a breach pursuant to
Section 4.01, 4.02, 4.03 or 4.05 shall be to require the Master Servicer to
purchase Financed Student Loans or to reimburse the Issuer as provided above
pursuant to this Section. The Eligible Lender Trustee shall have no duty to
conduct any affirmative investigation as to the occurrence of any condition
requiring the purchase of any Financed Student Loan or the reimbursement for any
interest penalty pursuant to this Section 4.06. Notwithstanding the foregoing,
the Master Servicer, at its option, may permit or cause a Sub-Servicer to
purchase a Financed Student Loan from the Trust in its stead, in the manner and
for the reasons set forth above. 


        SECTION 4.07.
Master Servicing Fee. The Master Servicing Fee for each calendar month
payable on each Monthly Servicing Payment Date shall be equal to the amounts
determined by reference to the schedule of fees as set forth in the Servicing
Fee Schedule, attached hereto as Schedule E. 


        SECTION 4.08.
Administrator’s Certificate; Servicer’s Report.
(a)  On or before (i) the seventh day of each month (or, if any
such day is not a Business Day, on the next succeeding Business Day), the Master
Servicer shall (or shall cause each Sub-Servicer to) deliver to the Seller a
Servicer’s Report with respect to the preceding calendar month containing
all information necessary for the preparation of the applicable Transfer
Agreement (including Schedule A), and (ii) the Closing Date or the
fifteenth day of each month (or, if any such day is not a Business Day, on the
next succeeding Business Day) or any other Transfer Date, the Master Servicer
shall (or shall cause each Sub-Servicer to) deliver to the Administrator a
Servicer’s Report with respect to the preceding calendar month containing
all information necessary for the Administrator’s preparation of the
Administrator’s Officer’s Certificate and the Administrator’s
Certificate covering such calendar month referred to in paragraphs (b) and
(c) below. 


        (b) On each
Determination Date prior to a Monthly Servicing Payment Date that is not a
Distribution Date, the Administrator shall deliver to the Eligible Lender
Trustee, the Indenture Trustee, the Securities Insurer, the Swap Counterparty
and (if the Seller is not the Administrator) the Seller, an Officer’s
Certificate of the Administrator containing all information necessary to pay the
Master Servicer the Master Servicing Fee due on such Monthly Servicing Payment
Date pursuant to Sections 5.05(b) and 5.06. In addition, on the Business
Day preceding each Transfer Date during the Funding Period, the Administrator
shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the
Securities Insurer and (if the Seller is not the Administrator) the Seller, an
Officer’s Certificate of the Administrator containing all information
necessary to make the transfers from the Escrow Account and the Pre-Funding
Account on such Transfer Date pursuant to Section 5.08. 


        (c) On each
Determination Date prior to a Distribution Date, the Administrator shall deliver
to the Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer,
the Swap Counterparty and (if the Seller is not the Administrator) the Seller,
with a copy to the Rating Agencies, an Administrator’s Certificate
containing all information necessary to make the distributions pursuant to
Sections 5.05, 5.06 and 5.08(c) and (d), if applicable, for the Collection
Period preceding the date of such Administrator’s Certificate, as well as
(x) the amount of the Net Trust Swap Payment or the Net Trust Swap Receipt (and
the related Net Payment or Net Receipt, as applicable), (y) the amount of any
Class A-1 Cap Payment and Class A-2 Cap Payment for such Distribution Date, and
(z) the amount of any Deficiency Amount and any Preference Amounts, as
applicable. In addition, the Administrator shall prepare and deliver to the
Indenture Trustee any required Securities Guaranty Insurance Policy Notice to
permit the Indenture Trustee to make a claim for an Insured Payment with respect
to such Distribution Date under the Securities Guaranty Insurance Policy.
Financed Student Loans to be repurchased by the Seller (whether pursuant to
Section 2.03 or 3.02), purchased by the Master Servicer (or a Sub-Servicer on
its behalf) or acquired by any Guarantor shall be identified by the
Administrator by type of loan and borrower social security number with respect
to such Financed Student Loan (as specified in Schedule A). 


        SECTION 4.09.
Annual Statement as to Compliance; Notice of Default. (a)  Each
of the Administrator and the Master Servicer shall (and the Master Servicer
shall cause each Sub-Servicer to) deliver to the Seller, the Eligible Lender
Trustee, the Securities Insurer, the Swap Counterparty, and the Indenture
Trustee, on or before March 31 of each year beginning March 31, 2001, an
Officers’ Certificate of the Administrator or Master Servicer (and each
Sub-Servicer) as the case may be, dated as of December 31 of the preceding
year, stating that (i) a review of the activities of the Administrator or
the Master Servicer (and each Sub-Servicer on its behalf), as the case may be,
during the preceding 12-month period (or, in the case of the first such
certificate, during the period from the Closing Date to December 31, 2000)
and of its performance under this Agreement (or the related Sub-Servicing
Agreement, as applicable) has been made under such officers’ supervision
and (ii) to the best of such officers’ knowledge, based on such
review, the Administrator or the Master Servicer (or such Sub-Servicer), as the
case may be, has fulfilled all its obligations under this Agreement and the
Administration Agreement (or the related Sub-Servicing Agreement), as
applicable, throughout such year or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status thereof. The Indenture Trustee shall send a
copy of each such Officers’ Certificate and each report referred to in
Section 4.10 to the Rating Agencies. A copy of each such Officers’
Certificate and each report referred to in Section 4.10 may be obtained by
any holder of Notes or Note Owner by a request in writing to the Eligible Lender
Trustee addressed to its Corporate Trust Office, together with evidence
satisfactory to the Eligible Lender Trustee that such Person is one of the
foregoing parties. Upon the telephone request of the Eligible Lender Trustee,
the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list
of holders of Notes as of the date specified by the Eligible Lender Trustee. 


        (b) The Master
Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee,
the Seller, the Securities Insurer, the Swap Counterparty and the Rating
Agencies, promptly after having obtained knowledge thereof, but in no event
later than five Business Days thereafter, written notice in an Officers’
Certificate of the Master Servicer of any event which with the giving of notice
or lapse of time, or both, would become a Master Servicer Default under Section
8.01(a)(1) or (2) or would cause Key Bank USA, National Association, to fail to
meet the definition of an Eligible Institution. 


        (c) The
Administrator shall deliver to the Eligible Lender Trustee, the Indenture
Trustee, the Master Servicer, the Securities Insurer, the Swap Counterparty and
the Rating Agencies, promptly after having obtained knowledge thereof, but in no
event later than five Business Days thereafter, written notice in an
Officers’ Certificate of the Administrator of any event which with the
giving of notice or lapse of time, or both, would become an Administrator
Default under Section 8.01(b)(1) or (2) or would cause Key Bank USA,
National Association, to fail to meet the definition of an Eligible Institution. 


        SECTION 4.10.
Annual Independent Certified Public Accountants’ Report. Each of the
Administrator and the Master Servicer shall (or the Master Servicer shall cause
each Sub-Servicer to) cause a firm of independent certified public accountants,
which may also render other services to the Administrator or the Master Servicer
(or such Sub-Servicer), as the case may be, to deliver to the Seller, the
Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and the
Indenture Trustee on or before March 31 of each year beginning March 31, 2001,
(a) a report expressing a summary of findings based upon a comparison of the
mathematical calculations of certain amounts set forth in the Servicer’s
Reports during the preceding calendar year (or, in the case of the first such
report, the period from the Closing Date to December 31, 2000) with the Master
Servicer’s (or such Sub-Servicer’s) computer reports that were the
source of such amounts and a report with regard to the assertions by the Master
Servicer’s (or such Sub-Servicer’s) management about the Master
Servicer’s (or such Sub-Servicer’s) compliance with the provisions of
this Agreement set forth on Schedule D hereto during the preceding calendar year
(or, in the case of the first such report, the period from the Closing Date to
December 31, 2000); provided that such firm will perform its examination in
accordance with the Audit Guide, Compliance Audits (Attestation Engagements)
for Lenders and Lender Servicers Participating in the Federal Family Education
Loan Program (Audit Guide), issued by the U.S. Department of Education,
Office of Inspector General, dated October 1996 or as subsequently revised; and
(b) a report addressed to the Master Servicer (and the related Sub-Servicer),
the Seller, the Eligible Lender Trustee, the Indenture Trustee, the Securities
Insurer, the Swap Counterparty and each Rating Agency to the effect that (i)
such accountants have relied upon the assertions by the Master Servicer’s
(or such Sub-Servicer’s) management about the Master Servicer’s (or
such Sub-Servicer’s) compliance with this Agreement (or the related
Sub-Servicing Agreement) during the preceding calendar year (or, in the case of
the first such report, during the period from the Closing Date to December 31,
2000) and (ii) in such accountants’ opinion, such assertions are fairly
stated in all material respects, except for such exceptions as such firm shall
believe to be immaterial and such other exceptions as shall be set forth in such
report. In the event such firm requires the Indenture Trustee and the Eligible
Lender Trustee to agree to the procedures performed by such firm, the Master
Servicer shall direct the Indenture Trustee in writing to so agree; it being
understood and agreed that the Indenture Trustee and the Eligible Lender Trustee
will deliver such letter of agreement in conclusive reliance upon the direction
of the Master Servicer, and the Indenture Trustee and the Eligible Lender
Trustee make no independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures. 


        Such report will
also indicate that the firm is independent of the Administrator or the Master
Servicer (or such Sub-Servicer), as the case may be, within the meaning of the
Code of Professional Ethics of the American Institute of Certified Public
Accountants.


        SECTION 4.11.
Access to Certain Documentation and Information Regarding Financed Student
Loans. Upon reasonable prior notice, the Master Servicer shall (or shall
cause the Sub-Servicers to) provide to the Securities Insurer, the Swap
Counterparty and the holders of Notes access to the Financed Student Loan Files
in such cases where the Securities Insurer, the Swap Counterparty or the holders
of Notes shall be required by applicable statutes or regulations to review such
documentation, as demonstrated by evidence satisfactory to the Master Servicer
(and the applicable Sub-Servicer under the related Sub-Servicing Agreement) in
its (or their) reasonable judgment. Access shall be afforded without charge, but
only upon reasonable request and during the normal business hours at the
respective offices of the Master Servicer (or the applicable Sub-Servicer).
Nothing in this Section shall affect the obligation of the Master Servicer (or
the applicable Sub-Servicer on its behalf) to observe any applicable law
prohibiting disclosure of information regarding the Obligors and the failure of
the Master Servicer (or the applicable Sub-Servicer) to provide access to
information as a result of such obligation shall not constitute a breach of this
Section. 


        SECTION 4.12.
Master Servicer and Administrator Expenses. The Master Servicer and the
Administrator shall be severally required to pay or cause to be paid all
expenses incurred by it (or its agents acting on its behalf) in connection with
its activities hereunder, including fees and disbursements of independent
accountants, taxes imposed on the Master Servicer or the Administrator, as the
case may be, and expenses incurred in connection with distributions and reports
to the Administrator, the Securities Insurer, the Swap Counterparty, the
Eligible Lender Trustee, or to the holders of Notes, as the case may be. 


        SECTION 4.13.
Appointment of Sub-Servicers. The Master Servicer may at any time, (i)
upon the written consent of the Administrator and (provided that no Securities
Insurer Default has occurred and is continuing) the Securities Insurer, appoint
one or more Sub-Servicers to perform all or any portion of its obligations as
Master Servicer hereunder, provided, that the Rating Agency Condition shall have
been satisfied in connection therewith, and (ii) without notice or consent,
delegate specific duties to sub-contractors who are in the business of
performing such duties; provided, however, that the Master
Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender
Trustee, the Indenture Trustee, the Securities Insurer and the holders of Notes
for the servicing and administering of the Financed Student Loans, in accordance
with the provisions hereof without diminution of such obligation and liability
by virtue of the appointment of such Sub-Servicer or other delegation of such
duties and to the same extent and under the same terms and conditions as if the
Master Servicer alone were servicing and administering the Financed Student
Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors)
shall be as agreed between the Master Servicer and the applicable Sub-Servicer
or a sub-contractor from time to time and none of the Issuer, the Eligible
Lender Trustee, the Indenture Trustee, the Securities Insurer, the Swap
Counterparty or the holders of Notes shall have any responsibility therefor. The
parties hereto and the Securities Insurer hereby acknowledge and consent to the
appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and
custodians of the Financed Student Loans each such Sub-Servicer is servicing)
pursuant to the PHEAA Sub-Servicing Agreement and the Great Lakes Sub-Servicing
Agreement, respectively, and acknowledge that the requirements of this Section
4.13 are deemed to have been met with respect to PHEAA and Great Lakes. The
Master Servicer hereby agrees to obtain the approval of the Securities Insurer
with the respect to the appointment of any additional or replacement
Sub-Servicer, to the extent the identity of such proposed new Sub-Servicer has
not been included in the letter agreement, dated the Closing Date, between the
Master Servicer and the Securities Insurer (provided that no Securities Insurer
Default has occurred and is continuing). In addition, the prior written consent
of the Securities Insurer (provided that no Securities Insurer Default has
occurred and is continuing) is required for any sub-servicing agreement not
substantially in the form of either the Great Lakes Sub-Servicing Agreement or
the PHEAA Sub-Servicing Agreement. 


        SECTION 4.14.
Special Programs. The Master Servicer may at its option, but is under no
obligation to, offer (and may permit the Sub-Servicers to offer) borrowers of
the Financed Student Loans certain special incentive programs, whether or not in
existence as of the date of this Agreement, generally offered to the obligors of
comparable loans owned by the Seller; provided, however, that to
the extent such programs are: (a) not in existence as of the date of this
Agreement and are not required by the Higher Education Act (in the case of the
Financed Federal Loans), or (b) not part of the special incentive program
designated as the “Keys2Repay Program” by the Seller, and have the
effect of reducing the yield on the Financed Student Loans (either by reducing
borrower payments or reducing principal balance), such special programs shall be
applied to borrowers of Financed Student Loans only if and to the extent the
Issuer receives payment from the Seller in an amount sufficient to offset such
reduction of yield netted against any payments owed by the Trust to the Seller
pursuant to this Agreement. 


        SECTION 4.15.
Maintenance of Fidelity Bond and Errors and Omission Policy. The Master
Servicer shall maintain in full force and effect, at such time as its long-term
debt is rated less than A- by Fitch, A- by S&P or A3 by Moody’s, a
policy or policies of insurance covering errors and omissions and a fidelity
bond in respect of its officers, employees and agents. Such policy or policies
and such fidelity bond shall be in such form and amounts as is generally
customary among Persons that service a portfolio of student loans having an
aggregate principal amount of $100,000,000 or more and that are generally
regarded as servicers acceptable to institutional investors. 


ARTICLE V



Distributions; Accounts;

Statements to Noteholders


        SECTION 5.01.
Establishment of Trust Accounts. (a) (i)  The
Administrator, for the benefit of the Issuer, shall establish and maintain in
the name of the Indenture Trustee an Eligible Deposit Account (the
“Collection Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Issuer, the
Securities Insurer and the Swap Counterparty. The Collection Account will
initially be established as a segregated trust account at KeyBank National
Association in the name of the Indenture Trustee. The Seller will make an
initial deposit into the Collection Account on the Closing Date of cash or
certain Eligible Investments equal to $4,522,937. 


	    	        (ii)
The Administrator, for the benefit of the Issuer, shall establish and maintain
in the name of the Indenture Trustee an Eligible Deposit Account (the "Reserve
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Issuer, the Securities Insurer and the
Swap Counterparty. The Reserve Account will initially be established as a
segregated trust account at KeyBank National Association in the name of the
Indenture Trustee.




	    	        (iii)
The Administrator, for the benefit of the Issuer, shall establish and maintain
in the name of the Indenture Trustee an Eligible Deposit Account (the
"Pre-Funding Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Issuer, the Swap Counterparty
and the Securities Insurer. The Pre-Funding Account will initially be
established as a segregated trust account at KeyBank National Association in the
name of the Indenture Trustee.




	    	        (iv)
The Administrator, for the benefit of the Issuer, shall establish and maintain
in the name of the Indenture Trustee an Eligible Deposit Account (the "Escrow
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Issuer, the Swap Counterparty and the
Securities Insurer. The Escrow Account will initially be established as a
segregated trust account at KeyBank National Association in the name of the
Indenture Trustee.




	    	        (v) The
Administrator, for the benefit of the Issuer, shall establish and maintain in
the name of the Indenture Trustee an Eligible Deposit Account (the "Cap
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Issuer, the Swap Counterparty and the
Securities Insurer. The Cap Account will initially be established as a
segregated trust account at KeyBank National Association in the name of the
Indenture Trustee.




	    	        (vi)
The Administrator, for the benefit of the Issuer, shall establish and maintain
in the name of the Indenture Trustee an Eligible Deposit Account (the "Demand
Deposit Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Issuer, the Swap Counterparty
and the Securities Insurer. The Demand Deposit Account will initially be
established as a segregated trust account at KeyBank National Association in the
name of the Indenture Trustee.





        (b) Funds on
deposit in the Collection Account, the Reserve Account, the Pre-Funding Account,
the Cap Account, the Demand Deposit Account and the Escrow Account
(collectively, the “Trust Accounts”) shall be invested by the
Indenture Trustee (or any custodian or designated agent with respect to any
amounts on deposit in such accounts) in Eligible Investments pursuant to written
instructions by the Administrator; provided, however, it is
understood and agreed that neither the Administrator nor the Indenture Trustee
shall be liable for any loss arising from such investment in Eligible
Investments. All such Eligible Investments shall be held by (or by any custodian
on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that
on the Business Day preceding each Distribution Date all interest and other
investment income (net of losses and investment expenses) on funds on deposit
therein shall be deposited into the Collection Account and shall constitute a
portion of the Available Funds for such Distribution Date. Other than as
described in the following proviso or as otherwise permitted by the Rating
Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible
Investments that will mature so that such funds will be available at the close
of business on the Business Day preceding the following Distribution Date;
provided, however, that funds on deposit in Trust Accounts may,
and all funds on deposit in the Cap Account shall, be invested in Eligible
Investments of the Indenture Trustee which may mature so that such funds will be
available on such Distribution Date. Funds deposited in a Trust Account on a
Business Day which immediately precedes a Distribution Date upon the maturity of
any Eligible Investments are not required to be invested overnight. 


        (c) (i) The
Indenture Trustee, on behalf of the Noteholders, the Securities Insurer and the
Swap Counterparty, shall possess all right, title and interest in all funds on
deposit from time to time in the Trust Accounts and in all proceeds thereof
(including all income thereon) and all such funds, investments, proceeds and
income shall be part of the Indenture Trust Estate. Subject to the
Administrator’s power to instruct the Indenture Trustee pursuant to
paragraph (b) above and paragraph (c)(iii) below, the Trust Accounts shall
be under the sole dominion and control of the Indenture Trustee for the benefit
of the Noteholders, the Securities Insurer and the Swap Counterparty. If, at any
time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the
Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance
hereto, that it shall within 5 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency and the Securities
Insurer (provided that no Securities Insurer Default has occurred and is
continuing) may consent) establish a new Trust Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new Trust
Account. In connection with the foregoing, the Administrator agrees that, in the
event that any of the Trust Accounts are not accounts with the Indenture
Trustee, the Administrator shall notify the Indenture Trustee, the Securities
Insurer and the Swap Counterparty, in writing, promptly upon any of such Trust
Accounts ceasing to be an Eligible Deposit Account. In the event that Key Bank
USA National Association is no longer the Administrator and the Master Servicer,
the Indenture Trustee shall, at the written direction of the Securities Insurer
(provided that no Securities Insurer Default has occurred and is continuing),
establish new Trust Accounts at an institution other than Key Bank USA National
Association. 


	    	        (ii)
With respect to the Trust Account Property, the Indenture Trustee agrees, by its
acceptance hereof, that:





	 	        (A)
any Trust Account Property that is held in deposit accounts shall be held solely
in Eligible Deposit Accounts, subject to the last sentence of
Section 5.01(c)(i); and, subject to Section 5.01(b), each such
Eligible Deposit Account shall be subject to the exclusive custody and control
of the Indenture Trustee, and the Indenture Trustee shall have sole signature
authority with respect thereto; 





	 	        (B)
any Trust Account Property shall be Delivered to the Indenture Trustee in
accordance with the definition of “Delivery” and shall be held,
pending maturity or disposition, solely by the Indenture Trustee or such other
Person acting solely for the Indenture Trustee as required for Delivery; 





	 	        (C)
In the event that the Indenture Trustee, in its capacity as securities
intermediary has or subsequently obtains by agreement, operation of law or
otherwise a security interest in the Trust Accounts or any security entitlement
credited thereto, the Indenture Trustee, in its capacity as securities
intermediary hereby agrees that such security interest shall be subordinate to
the security interest of the Indenture Trustee. The financial assets and other
items deposited to the Trust Accounts will not be subject to deduction, set-off,
banker’s lien, or any other right in favor of any person other than the
Indenture Trustee (except that the Indenture Trustee, in its capacity as
securities intermediary may set off (i) the face amount of any checks which have
been credited to the Trust Accounts but are subsequently returned unpaid because
of uncollected or insufficient funds, and (ii) provided that a Securities
Insurer Default has occurred and is continuing or the Securities Insurer has
been removed pursuant to Section 8A.5 of the Indenture, all amounts due to it in
respect of its customary fees and expenses for the routine maintenance and
operation of the Trust Accounts. 





	    	        (iii)
The Administrator shall have the power, revocable for cause or upon the
occurrence and during the continuance of an Administrator Default by the
Indenture Trustee or the Securities Insurer or by the Eligible Lender Trustee
with the consent of the Indenture Trustee and the Securities Insurer, to
instruct the Indenture Trustee to make withdrawals and payments from the Trust
Accounts for the purpose of permitting the Master Servicer, the Administrator or
the Eligible Lender Trustee to carry out its respective duties hereunder or
permitting the Indenture Trustee to carry out its duties under the
Indenture.





        SECTION 5.02.
Collections. The Master Servicer shall (or shall cause the applicable
Sub-Servicers to) remit within two Business Days of receipt thereof to the
Demand Deposit Account all payments by or on behalf of the Obligors with respect
to the Financed Student Loans (other than Purchased Student Loans), and all
Liquidation Proceeds and Recoveries, as collected during the Collection Period
and the Administrator shall instruct the Indenture Trustee in writing to
transfer all Available Funds on deposit in the Demand Deposit Account into the
Collection Account on the Business Day immediately prior to the next following
Distribution Date; provided, however, that, notwithstanding the
foregoing, on or before the Business Day preceding each Monthly Servicing
Payment Date that is not a Distribution Date, the Administrator shall instruct
the Indenture Trustee in writing to deposit into the Collection Account from the
Demand Deposit Account (i) Guarantee Payments made by TERI in excess of the
Maximum TERI Payments Amount and (ii) that portion of such amounts received by
it that is equal to the Master Servicing Fee payable on such date. For purposes
of this Article V, the phrase “payments by or on behalf of Obligors”
shall mean payments made with respect to the Financed Student Loans by or on
behalf of borrowers thereof and the Guarantors (but excluding the Department). 


        SECTION 5.03.
Application of Collections. (a)  With respect to each Financed
Student Loan, all collections (including all Guarantee Payments, but
subject to the Maximum TERI Payments Amount with respect to TERI Guarantee
Payments) with respect thereto for the Collection Period shall be applied to
interest and principal on such Financed Student Loan by the Master Servicer (or
the applicable Sub-Servicer on its behalf) in accordance with its customary
practice by allocating to interest the portion of such collection equal to the
product of (A) the applicable interest rate on such Financed Student Loan,
(B) the unpaid principal balance of such Financed Student Loan and (C) the
period of time elapsed since the preceding payment of interest on such Financed
Student Loan was made (over the actual number of days in a year) (“Interest
Collections”) and by allocating the remainder of such collection to
principal. 


        (b) All
Liquidation Proceeds shall be applied to the related Financed Student
Loan.


        SECTION 5.04.
Additional Deposits. (a) Within two Business Days after receipt thereof,
the Eligible Lender Trustee shall deposit in the Demand Deposit Account the
aggregate amount of Interest Subsidy Payments and Special Allowance Payments
received by it with respect to the Financed Federal Loans. The Master Servicer
shall (or shall cause the applicable Sub-Servicers to) deposit in the Demand
Deposit Account the aggregate Purchase Amount with respect to Purchased Student
Loans and all other amounts to be paid by the Master Servicer under
Section 4.06 when such amounts are due, and the Seller shall deposit or
cause to be deposited therein the aggregate Purchase Amount with respect to
Purchased Student Loans and all other amounts to be paid by the Seller under
Sections 3.02 and 9.01 when such amounts are due. 


        (b) The
Indenture Trustee shall remit to the Collection Account all Insured Payments
delivered pursuant to a Securities Guaranty Insurance Policy Notice on the date
of receipt thereof from the Securities Insurer; provided that all Insured
Payments shall be distributed only to the Noteholders in accordance with the
terms of the Securities Guaranty Insurance Policy and such amounts may not be
applied in any other manner. 


        (c) (i) On the
Determination Date preceding each Distribution Date prior to the termination of
the Cap Agreement, the Administrator, in its capacity as calculation agent under
the Cap Agreement, shall determine the amount, if any, of the Class A-1 Cap
Payment and Class A-2 Cap Payment for such Distribution Date and shall instruct
the Cap Provider to deposit such amounts into the Cap Account on the Business
Day prior to such Distribution Date. In addition, upon the occurrence of an
event of default under the Cap Agreement or an early termination of the Cap
Agreement, the Administrator shall instruct the Cap Provider to deposit the
amount of any termination payment into the Cap Account. 


         (ii) On the
Determination Date preceding each Distribution Date prior to the termination of
the Interest Rate Swap, the Administrator, in its capacity as calculation agent
under the Interest Rate Swap, shall determine the amount, if any, of the Net
Trust Swap Payment, the Net Trust Swap Payment Carryover Shortfall, the Net
Trust Swap Receipt and the Net Trust Swap Receipt Carryover Shortfall for such
Distribution Date. The Administrator on the related Determination Date shall
either (I) instruct the Indenture Trustee, on behalf of the Trust, to make a
distribution to the Swap Counterparty on the related Distribution Date, in an
amount equal to the excess of the amount of the Trust Swap Payment Amount over
amount of the Trust Swap Receipt Amount (the "Net Payment"), in the priority set
forth in Section 5.05(c)(v) below, or (II) instruct the Swap Counterparty to
deposit an amount equal to the excess of the amount of the Trust Swap Receipt
Amount over amount of the Trust Swap Payment Amount (the "Net Receipt") into the
Collection Account on each Distribution Date. In addition, upon the occurrence
of an event of default under the Interest Rate Swap or an early termination of
the Interest Rate Swap, the Administrator shall either instruct the Swap
Counterparty to deposit the amount of any Termination Payment owed to the Trust
into the Collection Account or instruct the Indenture Trustee to make any
Termination Payment owed to the Swap Counterparty, in the priority set forth in
either Section 5.05(c)(v) or 5.05(c)(xi), as applicable.


        SECTION 5.05.
Distributions. (a) On each Determination Date, the Administrator shall
calculate all amounts required to determine the amounts to be transferred from
the Demand Deposit Account and the other Trust Accounts into the Collection
Account, the amounts to be distributed therefrom on the related Monthly
Servicing Payment Date or Distribution Date, the Class A-1 Cap Payment, Class
A-2 Cap Payment and Class A Cap Funds, if any, and the amounts owed under the
Interest Rate Swap, pursuant to Section 5.04(c)(ii) above. The Administrator, in
its capacity as calculation agent under the Administration Agreement, shall
instruct the Indenture Trustee in writing (based on the information contained in
the Administrator’s Certificate delivered pursuant to Section 4.08(a)), to
withdraw from the Cap Account the amount of any Class A Cap Funds and to
distribute such amounts to the Noteholders on the related Distribution Date as
provided in Section 5.05(c). 


        (b) On each
Monthly Servicing Payment Date that is not a Distribution Date, the
Administrator shall instruct the Indenture Trustee in writing (based on the
information contained in the Administrator’s Officer’s Certificate and
each related Servicer’s Report delivered pursuant to Section 4.08(a)
and (b)) to distribute (i) to the Seller any amounts on deposit in the
Collection Account which consist of Guarantee Payments made by TERI in excess of
the Maximum TERI Payments Amount and (ii) to the Master Servicer by 11:00 a.m.
(New York time), from and to the extent of the Available Funds on deposit in the
Collection Account the Master Servicing Fee due with respect to the preceding
calendar month and all unpaid Master Servicing Fees from prior months, and the
Indenture Trustee shall comply with such instructions. 


        (c) On each
Distribution Date, the Administrator shall instruct the Indenture Trustee in
writing (based on the information contained in the Administrator’s
Certificate and each related Servicer’s Report delivered pursuant to
Section 4.08(a) and (c)) to make the following deposits and distributions to the
Persons or to the account specified below by 11:00 a.m. (New York time), to
the extent of the amount of Available Funds in the Collection Account, in the
following order of priority and the Indenture Trustee shall comply with such
instructions: 


	    	        (i) to
the Seller, any amounts on deposit in the Collection Account which consist of
Guarantee Payments made by TERI in excess of the Maximum TERI Payments
Amount;




	    	        (ii) to
the Master Servicer, the Master Servicing Fee due with respect to the preceding
calendar month and all unpaid Master Servicing Fees from prior months;




	    	        (iii)
to the Administrator, from the amount of Available Funds remaining after the
application of clauses (i) and (ii), the Administration Fee and all unpaid
Administration Fees from prior Collection Periods;




	    	        (iv) to
the Securities Insurer, from the amount of Available Funds remaining after
application of clauses (i), (ii) and (iii) and provided that a Securities
Insurer Default has not occurred and is continuing, the Insurer Premium and all
unpaid Insurer Premiums from prior collection periods;




	    	        (v)
from the amount of Available Funds remaining after the application of clauses
(i) through (iv), (x) to the holders of the Class A Notes, the Noteholders'
Interest Distribution Amount for the Class A-1 Notes and Class A-2 Notes
pursuant to Section 8.02(c)(i) of the Indenture, and (y) and to the Swap
Counterparty, the Net Payment, if any, for such Distribution Date, and the
remainder of any Termination Payment resulting from an Event of Default (as
defined in the Interest Rate Swap) to the extent that the Trust is the
Defaulting Party (as defined in the Interest Rate Swap) (other than an Event of
Default specified in Section 5(a)(i) of the Interest Rate Swap), pro
rata, based on the ratio of each such amount to the total of such
amounts;




	    	        (vi) to
the Securities Insurer, from the amount of Available Funds remaining after
application of clauses (i) through (v), and provided that a Securities Insurer
Default has not occurred and is continuing, reimbursement for all amounts owed
pursuant to draws with respect to any payments of interest under the Securities
Guaranty Insurance Policy, plus interest thereon as determined in accordance
with the Insurance Agreement;




	    	        (vii)
to the Reserve Account from the amount of Available Funds remaining after the
application of clauses (i) through (vi), an amount, up to the amount, if any,
necessary to reinstate the balance of the Reserve Account up to the Specified
Reserve Account Balance;




	    	        (viii)
from the amount of Available Funds remaining after the application of clauses
(i) through (vii), sequentially in the following order: first, to the holders of
the Class A-1 Notes, the Noteholders' Principal Distribution Amount as set forth
in Section 8.02(c)(ii) of the Indenture, until their outstanding principal
balance has been reduced to zero, second, to the Securities Insurer, provided
that a Securities Insurer Default has not occurred and is continuing,
reimbursement for all amounts owed pursuant to draws with respect to any
payments of principal under the Securities Guaranty Insurance Policy made to the
holders of the Class A-1 Notes, plus interest thereon in accordance with the
Insurance Agreement, third, to the holders of the Class A-2 Notes, the
Noteholders' Principal Distribution Amount as set forth in Section 8.02(c)(ii)
of the Indenture, until their outstanding principal balance has been reduced to
zero, and fourth, to the Securities Insurer, provided that a Securities Insurer
Default has not occurred and is continuing, reimbursement for all amounts owed
pursuant to draws with respect to any payments of principal under the Securities
Guaranty Insurance Policy made to the holders of the Class A-2 Notes, plus
interest thereon in accordance with the Insurance Agreement;




	    	        (ix) to
the Securities Insurer, from the amount of Available Funds remaining after
application of clauses (i) through (viii), an amount equal to all unreimbursed
Insured Payments made on prior Distribution Dates, together with accrued
interest thereon, to the extent not previously reimbursed above, and all other
amounts owed to the Securities Insurer under the Insurance Agreement;




	    	        (x) to
the holders of the Class A Notes on a pro rata basis, based on the amount of
Noteholders' Interest Index Carryover owing on each class of Class A Notes, from
(1) the amount of Available Funds remaining after the application of clauses (i)
through (ix) and (2) the Class A Cap Funds, if any, the aggregate unpaid amount
of Noteholders' Interest Index Carryover, if any, with respect to the Class A
Notes;




	    	        (xi) to
the Swap Counterparty, from the amount of Available Funds remaining after the
application of clauses (i) through (x), all Termination Payments and other
amounts due to the Swap Counterparty under the Interest Rate Swap, to the extent
not paid pursuant to clause (v) above;




	    	        (xii)
to the Cap Provider, from the amount of Available Funds remaining after the
application of clauses (i) through (xi), an amount sufficient to reimburse the
Cap Provider for all Class A-1 Cap Payments and Class A-2 Cap Payments made by
the Cap Provider under the Cap Agreement and not previously reimbursed; and




	    	        (xiii)
the Eligible Lender Trustee on behalf of the holders of Certificates, the amount
of Available Funds remaining after the application of clauses (i) through
(xii).





        (d) On the
Special Redemption Date the Indenture Trustee shall distribute the amounts
remaining on deposit in the Subsequent Pool Prefunding Subaccount to the Class
A-1 and/or Class A-2 Noteholders in accordance with the priorities set forth in
Section 5.08(c)(i)(x) or (y), as applicable. 


         SECTION 5.06.
Reserve Account. (a) On the Closing Date, the Seller shall deposit the
Reserve Account Initial Deposit into the Reserve Account. On the Closing Date,
the Reserve Account Initial Deposit will equal the Specified Reserve Account
Balance as of the Closing Date.


        (b) (i) In the
event that the Master Servicing Fee for any Monthly Servicing Payment Date or
Distribution Date exceeds the amount distributed to the Master Servicer pursuant
to Sections 5.05(b)(ii) and 5.05(c)(ii) on such Monthly Servicing Payment
Date or Distribution Date, the Administrator shall instruct the Indenture
Trustee in writing to withdraw from the Reserve Account on such Monthly
Servicing Payment Date or Distribution Date an amount equal to such excess, to
the extent of funds available therein, and to distribute such amount to the
Master Servicer. 



	    	         (ii) In
the event that the Administration Fee for any Distribution Date exceeds the
amount distributed to the Administrator pursuant to Section 5.05(c)(iii) on such
Distribution Date, the Administrator shall instruct the Indenture Trustee in
writing to withdraw from the Reserve Account on each Distribution Date an amount
equal to such excess, to the extent of funds available therein after giving
effect to paragraph (b)(i) above, and to distribute such amount to the
Administrator.





	    	        (iii)
In the event that the amounts due to the Securities Insurer for the Insurer
Premium for any Distribution Date exceeds the amount distributed to the
Securities Insurer pursuant to Section 5.05(c)(iv) on such Distribution Date,
the Administrator shall instruct the Indenture Trustee in writing to withdraw
from the Reserve Account on each Distribution Date (provided that no Securities
Insurer Default has occurred and is continuing) an amount equal to such excess,
to the extent of funds available therein after giving effect to paragraphs
(b)(i) and b(ii) above, and to distribute such amount to the Securities Insurer.





	    	         (iv)
[Reserved]




	    	         (v) In
the event that the Noteholders' Interest Distribution Amount with respect to the
Class A Notes or the Net Payment (and the remainder of any Termination Payment
resulting from an Event of Default (as defined in the Interest Rate Swap) to the
extent that the Trust is the Defaulting Party (as defined in the Interest Rate
Swap) (other than an Event of Default specified in Section 5(a)(i) of the
Interest Rate Swap)), if any, due the Swap Counterparty, for a Distribution Date
exceeds the amount distributed to the holders of the Class A Notes and the Swap
Counterparty, as applicable, pursuant to Section 5.05(c)(v) on such Distribution
Date, the Administrator shall instruct the Indenture Trustee in writing to
withdraw from the Reserve Account on such Distribution Date an amount equal to
such excess, to the extent of funds available therein after giving effect to
paragraph (b)(i), b(ii) and b(iii) above, and to distribute such amount pro rata
(based on the amount of such excess allocable to the holders of the Class A
Notes on the one hand and the Swap Counterparty on the other hand) to (x) the
holders of Notes entitled thereto in the same order and priority as is set forth
in Section 5.05(c)(v), and (y) to the Swap Counterparty; provided, however,
that, amounts on deposit in the Reserve Account will not be available to cover
any unpaid Noteholders' Interest-Index Carryover with respect to the Class A
Notes.




	    	        (vi) In
the event and to the extent that on any Distribution Date, there is a Realized
Loss Amount, the Administrator shall instruct the Indenture Trustee in writing
on such date to withdraw from the Reserve Account on such date an amount equal
to such Realized Loss Amount, to the extent of funds available therein, after
giving effect to paragraphs (b)(i) through (b)(v) above, and to distribute such
amounts, in the order of priority set forth in Section 5.05(c)(viii).




	    	        (vii)
In the event that on the Final Maturity Date for the Class A-1 Notes, the
outstanding principal balance of the Class A-1 Notes (prior to giving effect to
any distribution of principal thereon on such date) exceeds the amount of
principal distributed to the holders of the Class A-1 Notes on such date
pursuant to Section 5.05(c)(viii), the Administrator shall instruct the
Indenture Trustee in writing on such date to withdraw from the Reserve Account
on such date an amount equal to such excess, to the extent of funds available
therein, after giving effect to paragraphs (b)(i) through (b)(vi) above and to
distribute such amount to the holders of the Class A-1 Notes, in the same order
and priority as is set forth in Section 5.05(c)(viii).




	    	        (viii)
In the event that on the Final Maturity Date for the Class A-2 Notes the
outstanding principal balance of the Class A-2 Notes (prior to giving effect to
any distribution of principal thereon on such date), exceeds the amount of
principal distributed to the holders of the Class A-2 Notes on such date
pursuant to Section 5.05(c)(viii), the Administrator shall instruct the
Indenture Trustee in writing on such date to withdraw from the Reserve Account
on such date an amount equal to such excess, to the extent of funds available
therein, after giving effect to paragraphs (b)(i) through (b)(vii) above, and to
distribute such amount to the holders of the Class A-2 Notes, in the same order
and priority as set forth in Section 5.05(c)(viii).




        (c)  [Reserved]


        (d) If the amount on deposit in the Reserve Account on any Distribution Date
(without giving effect to all deposits or withdrawals therefrom on such
Distribution Date) is greater than the Specified Reserve Account Balance for
such Distribution Date, the Administrator shall instruct the Indenture Trustee
in writing to deposit the amount of such excess into the Collection Account for
distribution on such Distribution Date.


        (e) Following the payment in full of the aggregate outstanding principal balance
of the Notes and of all other amounts owing or to be distributed hereunder or
under the Indenture or the Trust Agreement to holders of Notes, the Securities
Insurer, the Swap Counterparty, the Master Servicer or the Administrator
(including any Noteholders' Interest Index Carryover), or under the Insurance
Agreement to the Securities Insurer, or under the Interest Rate Swap to the Swap
Counterparty and the termination of the Trust, any amount remaining on deposit
in the Reserve Account shall be distributed to the Seller. The Seller shall in
no event be required to refund any amounts properly distributed pursuant to this
Section 5.06(e).


        SECTION 5.07.
Statements to Noteholders. On each Determination Date preceding a
Distribution Date, the Administrator shall provide to the Indenture Trustee
(with a copy to the Securities Insurer, the Swap Counterparty, the Eligible
Lender Trustee and the Rating Agencies) for the Indenture Trustee to forward on
such succeeding Distribution Date to each holder of record of the Notes a
statement substantially in the form of Exhibit A, setting forth at least the
following information as to the Notes, to the extent applicable: 


	    	        (i) the
amount of the distribution allocable to principal of each of the Class A-1 Notes
and the Class A-2 Notes;




	    	        (ii)
the amount of the distribution allocable to interest on each of the Class A-1
Notes and the Class A-2 Notes, together with the interest rates applicable with
respect thereto (indicating whether such interest rates are based on (x) the
T-Bill Rate, in the case of T-Bill Indexed Securities or Three-Month LIBOR in
the case of LIBOR Indexed Securities or (y) the Student Loan Rate and specifying
what each such interest rate would have been if it had been calculated using the
alternate basis;




	    	        (iii)
the amount of (A) any Class A-1 Cap Payment and Class A-2 Cap Payment on such
Distribution Date and (B) the distribution, if any, allocable to any
Noteholders' Interest Index Carryover with respect to each Class of Notes
together with the outstanding amount, if any, of each thereof after giving
effect to any such distribution;




	    	        (iv)
the Pool Balance as of the close of business on the last day of the preceding
Collection Period, after giving effect to payments allocated to principal
reported as described in clause (i) above;





	    	        (v) the
aggregate outstanding principal balance of each class of Notes, and each Pool
Factor as of such Distribution Date, after giving effect to payments allocated
to principal reported under clause (i) above;




	    	        (vi)
the amount of (a) the Master Servicing Fee paid to the Master Servicer, (b) the
amount of the Administration Fee paid to the Administrator, and (c) the Insurer
Premium paid to the Securities Insurer, respectively, with respect to such
Collection Period;




	    	        (vii)
the amount of the aggregate Realized Losses, if any, for such Collection Period
and the balance of Financed Student Loans that are delinquent in each
delinquency period as of the end of such Collection Period;




	    	        (viii)
the amounts of any Insured Payments made under the Securities Guaranty Insurance
Policy;




	    	        (ix)
the balance of the Reserve Account on such Distribution Date, after giving
effect to changes therein on such Distribution Date and the amount of any
Interest and Expense Draw, any Realized Loss Draw on such Distribution Date;




	    	        (x) the
amount of any payments received or made by the Trust under the Interest Rate
Swap on such Distribution Date, and the aggregate amount, if any, either owed to
or owed by the Swap Counterparty with respect to amounts not paid or received by
the Trust on previous Distribution Dates, including, any Termination Payments,
if applicable; and




	    	        (xi)
the amount, if any, paid to the Securities Insurer, as reimbursement for any
Insured Payments and accrued interest thereon, or otherwise pursuant to the
Insurance Agreement;




	    	        (xii)
for Distribution Dates during the Funding Period, the remaining Pre-Funded
Amount on such Distribution Date, after giving effect to changes therein during
the related Collection Period;




	    	        (xiii)
for the Special Redemption Date, the Subsequent Pool Pre-Funded Amount, if any,
remaining in the Subsequent Pool Pre-Funding Subaccount that has not been used
to acquire Subsequent Pool Student Loans and is being paid out to the holders of
the Notes; and




	    	        (xiv)
for the first Distribution Date on or following the end of the Funding Period,
the amount of any remaining Pre-Funded Amount that has not been used to make
Additional Fundings and is being paid out to the holders of the Notes.






Each amount set forth pursuant to clauses (i), (ii), (iii),
(v) and (vi) above shall be expressed as a dollar amount per $1,000 of original
principal balance of a Note. A copy of the statements referred to above may be
obtained by any Note Owner by a written request to the Indenture Trustee,
respectively, addressed to the respective Corporate Trust Office. 


        SECTION 5.08.
Pre-Funding Account. (a) On the Closing Date, the Seller will deposit in
the Pre-Funding Account $216,730,598 from the net proceeds of the sale of the
Notes. A portion of the amount on deposit in the Pre-Funding Account equal to
$181,730,598 (the "Subsequent Pool Pre-Funded Amount") will be credited on the
Closing Date to a designated subaccount maintained by the Indenture Trustee
within the Pre-Funding Account (the "Subsequent Pool Pre-Funding Subaccount").
The remainder of the amount on deposit in the Pre-Funding Account equal to
$35,000,000 will be credited on the Closing Date to a designated subaccount
maintained by the Indenture Trustee within the Pre-Funding Account (the "Other
Additional Pre-Funding Subaccount"). No funds in the Other Additional
Pre-Funding Subaccount may be used to purchase Subsequent Pool Student Loans
until the Subsequent Pool Pre-Funded Amount has been reduced to zero. On each
Transfer Date during the Funding Period on which Subsequent Pool Student Loans
are to be conveyed to the Eligible Lender Trustee on behalf of the Issuer, the
Administrator shall instruct the Indenture Trustee in writing to withdraw an
amount equal to 100% of the sum of (x) the principal balance of, plus (y) to the
extent capitalized or to be capitalized, accrued interest on, such Subsequent
Pool Student Loans, first from the Subsequent Pool Pre-Funding Subaccount until
the Subsequent Pool Pre-Funded Amount has been reduced to zero and then any
remainder from the Other Additional Pre-Funding Subaccount. On each Transfer
Date during the Funding Period on which Other Subsequent Student Loans are to be
conveyed to the Eligible Lender Trustee on behalf of the Issuer, the
Administrator shall instruct the Indenture Trustee in writing to withdraw an
amount equal to 100.00% of the sum of (x) the principal balance of, plus (y) to
the extent capitalized or to be capitalized, accrued interest on, such Other
Subsequent Student Loans (each sum of clauses (x) and (y) set forth in this
sentence and the previous sentence being, a "Transferred Balance"), first from
the Escrow Account until all amounts deposited therein during the calendar month
immediately preceding the Transfer Date have been reduced to zero and then any
remainder from the Other Additional Pre-Funding Subaccount. The Administrator
shall instruct the Indenture Trustee in writing to distribute any Transferred
Balance to or upon the order of the Seller upon satisfaction of the conditions
set forth in Section 2.02(b) with respect to such transfer. On each Transfer
Date on which Guarantee Fee Advances are to be conveyed to the Eligible Lender
Trustee on behalf of the Issuer, the Administrator shall instruct the Indenture
Trustee in writing to withdraw from the Other Additional Pre-Funding Subaccount
an amount equal to the principal balance of such Guarantee Fee Advances and to
distribute such amount to or upon the order of the Seller upon satisfaction of
the conditions set forth in Section 2.02(b) with respect to such transfer of
Guarantee Fee Advances.


        (b) In the event
that any funds deposited in the Escrow Account during the calendar month
immediately preceding any Transfer Date remain on deposit therein on such
Transfer Date, after giving effect to all Additional Fundings to be made with
respect to such Transfer Date pursuant to paragraph (a) above, the Indenture
Trustee shall transfer such remaining funds from the Escrow Account to the
Collection Account and such funds shall be considered collections with respect
to the Financed Student Loans.

	    	        (c) (i)
If as of the Special Determination Date (after giving effect to all Additional
Fundings on such date) the Subsequent Pool Pre-Funded Amount has not been
reduced to zero, the Administrator shall instruct the Indenture Trustee in
writing pursuant to Section 4.08(c) to withdraw from the Subsequent Pool
Pre-Funding Subaccount on the Special Redemption Date the remaining Subsequent
Pool Pre-Funded Amount on deposit in such subaccount and, (x) if such amount is
greater than $10,000,000, distribute the applicable Noteholders' Percentage of
such amount to the holders of Class A-1 Notes and Class A-2 Notes, on a pro rata
basis based on the aggregate initial principal amounts of the Class A-1 Notes
and the Class A-2 Notes, as a payment of principal, and (y) if such amount is
$10,000,000 or less, distribute such amount to the holders of Class A-1 Notes as
a payment of principal in the same manner as the Noteholders' Principal
Distribution Amount is distributed.




	    	        (ii) If
(x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date
on which the Funding Period ends (or, if the Funding Period does not end on a
Distribution Date, on the first Distribution Date following the end of the
Funding Period) after giving effect to any reductions in the Pre-Funded Amount
on such Distribution Date pursuant to paragraph (a) above, the Administrator
shall instruct the Indenture Trustee in writing pursuant to Section 4.08(c) to
withdraw from the Pre-Funding Account on such Distribution Date an amount equal
to the Pre-Funded Amount and shall transfer such remaining funds from the
Pre-Funding Account to the Collection Account and such funds shall be considered
collections with respect to the Financed Student Loans for the related
Collection Period.




	    	        (d) (i)
In the event that the Master Servicing Fee for any Monthly Servicing Payment
Date or Distribution Date during the Funding Period exceeds the amount
distributed to the Master Servicer pursuant to Sections 5.05(b)(ii), 5.05(c)(ii)
and 5.06(b)(i) on such Monthly Servicing Payment Date or Distribution Date, the
Administrator shall instruct the Indenture Trustee in writing to withdraw from
the Other Additional Pre-Funding Subaccount on such Monthly Servicing Payment
Date or Distribution Date an amount equal to such excess, to the extent of funds
available therein, and to distribute such amount to the Master Servicer.




	    	        (ii) In
the event that the Administration Fee for any Distribution Date during the
Funding Period exceeds the amount distributed to the Administrator pursuant to
Sections 5.05(c)(iii) and 5.06(b)(ii) on such Distribution Date, the
Administrator shall instruct the Indenture Trustee in writing to withdraw from
the Other Additional Pre-Funding Subaccount on such Distribution Date an amount
equal to such excess, to the extent of funds available therein after giving
effect to paragraph (d)(i) above, and to distribute such amount to the
Administrator.




	    	        (iii)
In the event that the Insurer Premium due to the Securities Insurer for any
Distribution Date during the Funding Period exceeds the amount distributed to
the Securities Insurer pursuant to Sections 5.05(c)(iv) and 5.06(b)(iii) on such
Distribution Date, the Administrator shall instruct the Indenture Trustee in
writing to withdraw from the Other Additional Pre-Funding Subaccount on each
Distribution Date (provided that no Securities Insurer Default has occurred and
is continuing) an amount equal to such excess, to the extent of funds available
therein after giving effect to paragraphs (d)(i) and (ii) above, and to
distribute such amount to the Securities Insurer.




	    	        (iv) In
the event that the Noteholders' Interest Distribution Amount with respect to the
Class A Notes or the Net Payment (and the remainder of any Termination Payment
resulting from an Event of Default (as defined in the Interest Rate Swap) to the
extent that the Trust is the Defaulting Party (as defined in the Interest Rate
Swap) (other than an Event of Default specified in Section 5(a)(i) of the
Interest Rate Swap)), if any, due the Swap Counterparty, for a Distribution Date
exceeds the amount distributed to the holders of the Class A Notes or the Swap
Counterparty, as applicable, pursuant to Section 5.05(c)(v) and Section
5.06(b)(v) on such Distribution Date, the Administrator shall instruct the
Indenture Trustee in writing to withdraw from the Other Additional Pre-Funding
Subaccount on such Distribution Date an amount equal to such excess, to the
extent of funds available therein after giving effect to paragraph (d)(i), d(ii)
and d(iii) above, and to distribute such amount pro rata (based on the amount of
such excess allocable to the holders of the Class A Notes on the one hand and
the Swap Counterparty on the other hand) to (x) the holders of Notes entitled
thereto in the same order and priority as is set forth in Section 5.05(c)(v),
and (y) to the Swap Counterparty; provided, however, that amounts on deposit in
the Other Additional-Pre-Funding Subaccount will not be available to cover any
unpaid Noteholders' Interest Index Carryover with respect to the Class A
Notes.





	    	        (v) In
the event the Realized Loss Amount for any Distribution Date exceeds the amount
withdrawn from the Reserve Account pursuant to Section 5.06(b)(vi), the
Administrator shall instruct the Indenture Trustee in writing on such
Distribution Date to withdraw from the Other Additional Pre-Funding Subaccount
on such Distribution Date an amount equal to such excess to the extent of funds
available therein after giving effect to paragraphs (d)(i) through (d)(iv)
above, and to distribute such amount in the same order of priority as if such
amount had been withdrawn from the Reserve Account pursuant to Section
5.06(b)(vi) on such Distribution Date.




        SECTION 5.09.
Seller Optional Deposit. On or prior to any Distribution Date, the Seller
may, but shall not be obligated to, make an optional deposit (each, a
“Seller Optional Deposit”) to the Reserve Account from funds to be
released to the Seller pursuant to Section 5.05(c)(xiii) on such Distribution
Date or otherwise. Any Seller Optional Deposit shall be applied on the related
Distribution Date in the same manner as other funds on deposit in the Reserve
Account on the related Distribution Date in accordance with Section
5.06.


ARTICLE VI



The Seller and the Administrator

        SECTION 6.01.
Representations of Seller and Administrator. Key Bank USA, National
Association, as Seller and Administrator, makes the following representations on
which the Issuer is deemed to have relied in acquiring the Financed Student
Loans. The representations speak as of the execution and delivery of this
Agreement and the Administration Agreement and as of the Closing Date, in the
case of the Initial Financed Student Loans, and as of the applicable Transfer
Date, in the case of the Additional Student Loans, and shall survive the sale of
the Financed Student Loans to the Eligible Lender Trustee on behalf of the
Issuer and the pledge thereof to the Indenture Trustee pursuant to the
Indenture. As used below, references to Key Bank USA, National Association shall
mean Key Bank USA, National Association in its capacity as both the Seller and
the Administrator.


        (a)
Organization and Good Standing. Key Bank USA, National Association is
duly organized and validly existing as a national banking association in good
standing under the laws of the United States of America, with the power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and had at all
relevant times, and has, the power, authority and legal right to acquire and own
the Financed Student Loans.


        (b) Power and
Authority of the Seller. The Seller has the corporate power and authority to
execute and deliver this Agreement and to carry out its terms; the Seller has
full corporate power and authority to sell and assign the property to be sold
and assigned to and deposited with the Issuer (or with the Eligible Lender
Trustee on behalf of the Issuer) and the Seller has duly authorized such sale
and assignment to the Issuer (or to the Eligible Lender Trustee on behalf of the
Issuer) by all necessary corporate action; and the execution, delivery and
performance of this Agreement have been duly authorized by the Seller by all
necessary corporate action.


        (c) Power and
Authority of the Administrator. The Administrator has the corporate power
and authority to execute and deliver this Agreement and the Administration
Agreement and to carry out their terms, and the execution, delivery and
performance of this Agreement and the Administration Agreement have been duly
authorized by the Administrator by all necessary corporate action.


        (d) Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation
of Key Bank USA, National Association and the Administration Agreement
constitutes a legal, valid and binding obligation of the Administrator, in each
case enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization and similar laws relating to creditors' rights
generally or the rights of creditors of banks the deposit accounts of which are
insured by the FDIC and subject to general principles of equity.


        (e) No
Violation. The consummation of the transactions contemplated by this
Agreement or the Administration Agreement and the fulfillment of the terms
hereof or thereof do not conflict with, result in any breach of any of the terms
and provisions of, nor constitute (with or without notice or lapse of time or
both) a default under, the articles of association or by-laws of Key Bank USA,
National Association, or any indenture, agreement or other instrument to which
Key Bank USA, National Association is a party or by which it shall be bound,
which breach or default would reasonably be expected to have a material adverse
effect on the condition of Key Bank USA, National Association, financial or
otherwise, or adversely affect the transactions contemplated by this Agreement
or the Administration Agreement; nor result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic Documents); nor
violate any law or, to the knowledge of Key Bank USA, National Association, any
order, rule or regulation applicable to Key Bank USA, National Association of
any court or of any Federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over Key Bank USA,
National Association or its properties.


        (f) No
Proceedings. There are no proceedings or, to its best knowledge,
investigations pending against Key Bank USA, National Association or, to its
best knowledge, threatened against Key Bank USA, National Association before any
court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Key Bank USA, National Association or
its properties: (i) asserting the invalidity of this Agreement, the Indenture or
any of the other Basic Documents or the Notes, (ii) seeking to prevent the
issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement, the Indenture or any of the other Basic
Documents, (iii) seeking any determination or ruling that could reasonably be
expected to have a material and adverse effect on the performance by Key Bank
USA, National Association of its obligations under, or the validity or
enforceability of, this Agreement, the Indenture, any of the other Basic
Documents or the Notes or (iv) seeking to affect adversely the Federal or state
income tax attributes of the Issuer or the Notes.


        (g) All
Consents. All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by Key Bank USA, National Association in connection with the execution and
delivery by Key Bank USA, National Association of this Agreement and the
performance by Key Bank USA, National Association of the transactions
contemplated by this Agreement, and in connection with the execution and
delivery by the Administrator of the Administration Agreement and the
performance by the Administrator of its duties thereunder, have in each case
been duly obtained, effected or given and are in full force and
effect.


        (h)
Resolutions. The resolutions of the Board of Directors of Key Bank USA,
National Association approving this Agreement and the Trust Agreement and all
documents relating thereto are and shall be continuously reflected in the
minutes of the Board of Directors of Key Bank USA, National Association. This
Agreement and the Trust Agreement and all documents relating thereto are and
shall be, continuously from the time of their respective execution by Key Bank
USA, National Association, official records of Key Bank USA, National
Association.


        SECTION 6.02.
Existence. During the term of this Agreement, the Seller will keep in
full force and effect its existence, rights and franchises as a national banking
association under the laws of the jurisdiction of its organization, subject,
however, to Section 6.05 hereof.


        SECTION 6.03.
Liability of Seller; Indemnities. The Seller shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the
Seller under this Agreement.


        (a) The Seller
shall indemnify, defend and hold harmless the Issuer, the Eligible Lender
Trustee, the Securities Insurer, the Swap Counterparty, the Delaware Trustee and
the Indenture Trustee and their officers, directors, employees and agents from
and against any taxes that may at any time be asserted against any such Person
with respect to the transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid to the Eligible
Lender Trustee or the Indenture Trustee), including any sales, gross receipts,
general corporation, tangible personal property, privilege or license taxes
(but, in the case of the Issuer, not including any taxes asserted with respect
to, and as of the date of, the sale of the Financed Student Loans to the
Eligible Lender Trustee on behalf of the Issuer or the issuance and original
sale of the Notes, or asserted with respect to ownership of the Financed Student
Loans or Federal or other income taxes arising out of distributions on the
Notes) and costs and expenses in defending against the same.


        (b) The Seller
shall indemnify, defend and hold harmless the Issuer, the Eligible Lender
Trustee, the Delaware Trustee, the Securities Insurer, the Swap Counterparty,
the Indenture Trustee, the Master Servicer and the holders of Notes and the
officers, directors, employees and agents of the Issuer, the Eligible Lender
Trustee, the Delaware Trustee, the Securities Insurer, the Swap Counterparty,
the Indenture Trustee and the Master Servicer from and against any and all
costs, expenses, losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, (i) the Seller's willful misfeasance, bad
faith or negligence in the performance of its duties under this Agreement, or by
reason of reckless disregard of its obligations and duties under this Agreement
and (ii) the Seller's or the Issuer's violation of Federal or state securities
laws in connection with the offering and sale of the Notes.


        (c) The Seller
shall be liable as primary obligor for, and shall indemnify, defend and hold
harmless the Eligible Lender Trustee, the Delaware Trustee and their respective
officers, directors, employees and agents from and against, all costs, expenses,
losses, claims, damages, obligations and liabilities arising out of, incurred in
connection with or relating to the Trust Agreement, the other Basic Documents,
the Trust Estate, the acceptance or performance of the trusts and duties set
forth herein and in the Trust Agreement or the action or the inaction of the
Eligible Lender Trustee hereunder and of the Eligible Lender Trustee and the
Delaware Trustee under the Trust Agreement, except to the extent that such cost,
expense, loss, claim, damage, obligation or liability: (i) shall be due to the
willful misfeasance, bad faith or negligence (except for errors in judgment) of
the Eligible Lender Trustee or the Delaware Trustee, as applicable, (ii) shall
arise from any breach by the Eligible Lender Trustee of its covenants under any
of the Basic Documents or the Delaware Trustee under the Trust Agreement; or
(iii) shall arise from the breach by the Eligible Lender Trustee of any of its
representations or warranties set forth in Section 7.03 of the Trust Agreement.
In the event of any claim, action or proceeding for which indemnity will be
sought pursuant to this paragraph, the Eligible Lender Trustee's or the Delaware
Trustee's, as applicable, choice of legal counsel shall be subject to the
approval of the Seller, which approval shall not be unreasonably
withheld.


        (d) The Seller
shall pay any and all taxes levied or assessed upon all or any part of the Trust
Estate (other than those taxes expressly excluded from the Seller's
responsibilities pursuant to Section 6.03(a) above).


        Indemnification
under this Section shall survive the resignation or removal of the Eligible
Lender Trustee, Delaware Trustee or the Indenture Trustee and the termination of
this Agreement or the Indenture or the Trust Agreement, as applicable, and shall
include reasonable fees and expenses of counsel and expenses of litigation. If
the Seller shall have made any indemnity payments pursuant to this Section and
the Person to or on behalf of whom such payments are made thereafter shall
collect any of such amounts from others, such Person shall promptly repay such
amounts to the Seller, without interest.


        SECTION 6.04.
Liability of Administrator; Indemnities. The Administrator shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Administrator under this Agreement or the Administration
Agreement.


        The
Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible
Lender Trustee, the Delaware Trustee, the Securities Insurer, the Indenture
Trustee, the Master Servicer, the holders of Notes and any of the officers,
directors, employees and agents of the Issuer, the Eligible Lender Trustee, the
Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture
Trustee and the Master Servicer from and against any and all costs, expenses,
losses, claims, damages and liabilities to the extent that such cost, expense,
loss, claim, damage or liability arose out of, or was imposed upon any such
Person through, the negligence, willful misfeasance or bad faith of the
Administrator in the performance of its duties under this Agreement or the
Administration Agreement or by reason of reckless disregard of its obligations
and duties hereunder or thereunder.


        The
Administrator shall pay reasonable compensation to the Indenture Trustee and
shall reimburse the Indenture Trustee for all reasonable expenses, disbursements
and advances, and indemnify, defend and hold harmless the Indenture Trustee and
its officers, directors, employees and agents from and against all costs,
expenses, losses, claims, damages and liabilities, to the extent and in the
manner provided in, and subject to the limitations of, Section 6.07 of the
Indenture.


        For purposes of
this Section, in the event of the termination of the rights and obligations of
the Administrator (or any successor thereto pursuant to Section 6.05) as
Administrator pursuant to Section 8.01(b), or a resignation by such
Administrator pursuant to this Agreement, such Administrator shall be deemed to
be the Administrator pending appointment of a successor Administrator pursuant
to Section 8.02.


        Indemnification
under this Section shall survive the resignation or removal of the Eligible
Lender Trustee, Delaware Trustee or the Indenture Trustee or the termination of
this Agreement and the Administration Agreement and shall include reasonable
fees and expenses of counsel and expenses of litigation. If the Administrator
shall have made any indemnity payments pursuant to this Section and the Person
to or on behalf of whom such payments are made thereafter collects any of such
amounts from others, such Person shall promptly repay such amounts to the
Administrator, without interest.


        SECTION 6.05.
Merger or Consolidation of, or Assumption of the Obligations
of, Seller or Administrator. Any Person (a) into which the Seller or the
Administrator, as the case may be, may be merged or consolidated, (b) which may
result from any merger or consolidation to which the Seller or the
Administrator, as the case may be, shall be a party or (c) which may succeed to
the properties and assets of the Seller or the Administrator, as the case may
be, substantially as a whole, shall be the successor to the Seller or the
Administrator, as the case may be, without the execution or filing of any
document or any further act by any of the parties to this Agreement or to the
Administration Agreement; provided, however, that each of the Seller and the
Administrator hereby covenant that it will not consummate any of the foregoing
transactions except upon satisfaction of the following: (i) the surviving Seller
or Administrator, as the case may be, if other than Key Bank USA, National
Association (or affiliate thereof), executes an agreement of assumption to
perform every obligation of the Seller under this Agreement or the Administrator
under this Agreement and the Administration Agreement, as the case may be, (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.01 or 6.01 shall have been breached and no
Administrator Default, and no event that, after notice or lapse of time, or
both, would become an Administrator Default shall have occurred and be
continuing, (iii) the surviving Seller or Administrator, as the case may be, if
other than Key Bank USA, National Association (or affiliate thereof), shall have
delivered to the Securities Insurer, the Swap Counterparty, Eligible Lender
Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in this Agreement relating to such transaction
have been complied with, and that the Rating Agency Condition shall have been
satisfied with respect to such transaction, (iv) the surviving Seller or
Administrator, as the case may be, shall have a consolidated net worth at least
equal to that of the predecessor Seller or Administrator, as the case may be,
(v) such transaction will not result in a material adverse Federal or state tax
consequence to the Issuer or the holders of Notes and (vi) unless Key Bank USA,
National Association (or affiliate thereof) is the surviving entity, the Seller
or the Administrator, as the case may be, shall have delivered to the Securities
Insurer, the Swap Counterparty, the Eligible Lender Trustee and the Indenture
Trustee an Opinion of Counsel either (A) stating that, in the opinion of such
counsel, all financing statements and continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and
protect the interest of the Eligible Lender Trustee and Indenture Trustee,
respectively, in the Financed Student Loans and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interests.


        SECTION 6.06.
Limitation on Liability of Seller, Administrator and Others. (a) The
Seller and any director or officer or employee or agent of the Seller may rely
in good faith on the advice of counsel or on any document of any kind, prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way the
Seller's obligations under Section 3.02). The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under this Agreement, and that in its opinion may
involve it in any expense or liability.


        (b) Neither the
Administrator nor any of its directors, officers, employees or agents shall be
under any liability to the Issuer, the Securities Insurer, the Swap
Counterparty, the holders of Notes, the Indenture Trustee or the Eligible Lender
Trustee except as provided under this Agreement or the Administration Agreement,
for any action taken or for refraining from the taking of any action pursuant to
this Agreement or the Administration Agreement or for errors in judgment;
provided, however, that this provision shall not protect the Administrator or
any such person against any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations and duties under this Agreement
or under the Administration Agreement. The Administrator and any of its
directors, officers, employees or agents may rely in good faith on the advice of
counsel or on any document of any kind, prima facie properly executed and
submitted by any Person respecting any matters arising hereunder or under the
Administration Agreement.


        Except as
provided in this Agreement or the Administration Agreement, the Administrator
shall not be under any obligation to appear in, prosecute or defend any legal
action that shall not be incidental to its duties to administer the Financed
Student Loans and the Trust in accordance with this Agreement and the
Administration Agreement, and that in its opinion may involve it in any expense
or liability; provided, however, that the Administrator may undertake any
reasonable action that it may deem necessary or desirable in respect of this
Agreement and the other Basic Documents and the rights and duties of the parties
to this Agreement and the other Basic Documents and the interests of the holders
of Notes under the Indenture.


        SECTION 6.07.
Ownership by the Seller and Affiliates. (a) None of the Seller, any
insider, nor any Affiliate thereof may in its individual or any other capacity
become the owner or pledgee of Notes; provided, however, that (i)
an Affiliate of the Seller may become a pledgee of Notes (or an owner as a
result of executing on any such pledge) in the ordinary course of its business,
(ii) an Affiliate of the Seller may become the owner of Notes in the ordinary
course of its market-making activities, (iii) the Seller or an Affiliate of the
Seller may hold Notes, (A) in a fiduciary capacity in connection with its
discretionary and non-discretionary investment management activities, or (B) in
connection with its mutual fund management activities, in each case with the
same rights as it would have if it were not the Seller or an Affiliate thereof,
except as otherwise expressly provided herein or in any other Basic Document or
the Securities Guaranty Insurance Policy.


          (b) the Seller or
an Affiliate thereof (to the extent permitted under the Trust Agreement) shall
own the Certificate, with the same rights as it would have if it were not the
Seller or an Affiliate thereof, except as otherwise expressly provided herein or
in any other Basic Document or the Securities Guaranty Insurance Policy.


        SECTION 6.08.
Key Bank USA, National Association Not To Resign as Administrator.
Subject to the provisions of Section 6.05, Key Bank USA, National Association
shall not resign from the obligations and duties imposed on it as Administrator
under this Agreement and under the Administration Agreement except upon
determination that the performance of its duties under this Agreement and under
the Administration Agreement shall no longer be permissible under applicable law
or shall violate any final order of a court or administrative agency with
jurisdiction over Key Bank USA, National Association or its properties. Notice
of any such determination permitting the resignation of Key Bank USA, National
Association shall be communicated to the Eligible Lender Trustee, the Securities
Insurer and the Indenture Trustee at the earliest practicable time (and, if such
communication is not in writing, shall be confirmed in writing at the earliest
practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to the Eligible Lender Trustee, the Securities
Insurer, the Swap Counterparty and the Indenture Trustee concurrently with or
promptly after such notice. No such resignation shall become effective until the
Indenture Trustee or a successor Administrator shall have assumed the
responsibilities and obligations of Key Bank USA, National Association in
accordance with Section 8.02.


ARTICLE VII



The Master Servicer


        SECTION 7.01.
Representations of Master Servicer. The Master Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring
(through the Eligible Lender Trustee) the Financed Student Loans and appointing
the Master Servicer as master servicer hereunder. The representations speak as
of the execution and delivery of this Agreement and as of the Closing Date, in
the case of the Initial Financed Student Loans, and as of the applicable
Transfer Date, in the case of the Additional Student Loans, but shall survive
the sale, transfer and assignment of the Financed Student Loans to the Eligible
Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture
Trustee pursuant to the Indenture.


        (a)
Organization and Good Standing. The Master Servicer is duly organized and
validly existing as a national banking association in good standing under the
laws of the United States of America, with the power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted, and had at all relevant times, and
has, the power, authority and legal right to master service the Financed Student
Loans and to hold the Financed Student Loan Files as custodian.


        (b) Due
Qualification. The Master Servicer is duly qualified to do business and has
obtained all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business (including the
master servicing of the Financed Student Loans as required by this Agreement)
shall require such qualifications.


        (c) Power and
Authority of the Master Servicer. The Master Servicer has the corporate
power and authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement have been
duly authorized by the Master Servicer by all necessary corporate
action.


        (d) Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation
of the Master Servicer enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization and similar laws relating to
creditors' rights generally or the rights of creditors of banks the deposit
accounts of which are insured by the FDIC and subject to general principles of
equity.


        (e) No
Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof shall not conflict with,
result in any breach of any of the terms and provisions of, nor constitute (with
or without notice or lapse of time or both) a default under the articles of
association or by-laws of the Master Servicer, or any indenture, agreement or
other instrument to which the Master Servicer is a party or by which it shall be
bound nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than this Agreement); which breach or default would reasonably
be expected to have a material adverse effect on the condition of the Master
Servicer, financial or otherwise, or adversely affect the transactions
contemplated by this Agreement; nor violate any law or, to the knowledge of the
Master Servicer, any order, rule or regulation applicable to the Master Servicer
of any court or of any Federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Master
Servicer or its properties.


        (f) No
Proceedings. There are no proceedings, or, to the Master Servicer's best
knowledge, investigations pending, or, to the Master Servicer's best knowledge,
threatened against the Master Servicer, before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Master Servicer or its properties: (i) asserting the invalidity of this
Agreement, the Indenture, any of the other Basic Documents, the Notes, (ii)
seeking to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement, the Indenture or any of the other
Basic Documents, (iii) seeking any determination or ruling that could reasonably
be expected to have a material and adverse effect on the performance by the
Master Servicer of its obligations under, or the validity or enforceability of,
this Agreement, the Indenture, any of the other Basic Documents or the Notes or
(iv) relating to the Master Servicer and which might adversely affect the
Federal or state income tax attributes of the Notes.


        (g) No
Amendment or Waiver. No provision of a Financed Student Loan has been
waived, altered or modified in any respect, except pursuant to a document,
instrument or writing included in the Financed Student Loan File, and no such
amendment, waiver, alteration or modification causes such Financed Student Loan
not to conform to the other warranties contained in this Section or those of the
Seller contained in Section 3.01.


        (h)
Collection Practices. The servicing and collection practices used by the
Master Servicer (or each Sub-Servicer on its behalf) with respect to the
Financed Student Loan have been in all respects in compliance with Accepted
Servicing Procedures, and all applicable laws and regulations.


        (i) Location
of Financed Student Loan Files. The Financed Student Loan Files are kept in
the offices of the applicable Sub-Servicer on behalf of the Master Servicer
specified in Schedule C hereto, or at such other office specified in accordance
with Section 3.04(b), and all Financed Student Loan Files have been delivered to
and are in the possession of the applicable Sub-Servicer.


        SECTION 7.02.
Indemnities of Master Servicer. The Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Master Servicer under this Agreement.


        The Master
Servicer shall pay for any loss, liability or expense, including reasonable
attorney's fees, that may be imposed on, incurred by or asserted against the
Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Securities
Insurer, the Swap Counterparty, the Seller, the Administrator or the holders of
Notes or any of the officers, directors, employees and agents of the Issuer, the
Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer, the Swap
Counterparty, the Administrator or the Seller to the extent that such loss,
liability or expense arose out of, or was imposed upon any such Person through,
the negligence, willful misfeasance or bad faith of the Master Servicer (or any
Sub-Servicer acting on its behalf) in the performance of its obligations and
duties under this Agreement or by reason of the reckless disregard of its
obligations and duties (of those of any Sub-Servicer acting on its behalf) under
this Agreement, where the final determination that any such loss, liability or
expense arose out of, or was imposed upon any such Person through, any such
negligence, willful misfeasance, bad faith or recklessness on the part of the
Master Servicer (or such Sub-Servicer acting on its behalf) is established by a
court of law, by an arbitrator or by way of settlement agreed to by the Master
Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered
unable, in whole or in part, by a force outside the control of the parties
hereto (including acts of God, acts of war, fires, earthquakes and other
disasters) to satisfy its obligations under this Agreement, the Master Servicer
shall not be deemed to have breached any such obligation upon delivery of
written notice of such event to the other parties hereto, for so long as the
Master Servicer remains unable to perform such obligation as a result of such
event.


        For purposes of
this Section, in the event of the termination of the rights and obligations of
the Master Servicer (or any successor thereto pursuant to Section 7.03) as
Master Servicer pursuant to Section 8.01(a), or a resignation by such Master
Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be
the Master Servicer pending appointment of a successor Master Servicer pursuant
to Section 8.02.


        Liability of the
Master Servicer under this Section shall survive the resignation or removal of
the Eligible Lender Trustee or the Indenture Trustee or the termination of this
Agreement. If the Master Servicer shall have made any payments pursuant to this
Section and the Person to or on behalf of whom such payments are made thereafter
collects any of such amounts from others, such Person shall promptly repay such
amounts to the Master Servicer, without interest.


        SECTION 7.03.
Merger or Consolidation of, or Assumption of the Obligations of, Master
Servicer. Any Person (a) into which the Master Servicer may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Master Servicer shall be a party or (c) which may succeed to the properties and
assets of the Master Servicer substantially as a whole, shall be the successor
to the Master Servicer without the execution or filing of any document or any
further act by any of the parties to this Agreement; provided, however, that the
Master Servicer hereby covenants that it will not consummate any of the
foregoing transactions except upon satisfaction of the following: (i) the
surviving Master Servicer, if other than Key Bank USA, National Association (or
affiliate thereof), executes an agreement of assumption to perform every
obligation of the Master Servicer under this Agreement, (ii) immediately after
giving effect to such transaction, no representation or warranty made pursuant
to Section 7.01 shall have been breached and no event that, after notice or
lapse of time, or both, would become a Master Servicer Default shall have
occurred and be continuing, (iii) the surviving Master Servicer, if other than
Key Bank USA, National Association (or affiliate thereof), shall have delivered
to the Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty
and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel
each stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied
with, and that the Rating Agency Condition shall have been satisfied with
respect to such transaction, (iv) the surviving Master Servicer shall have a
consolidated net worth at least equal to that of the predecessor Master
Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof)
is the surviving entity, such transaction will not result in a material adverse
Federal or state tax consequence to the Issuer or the holders of Notes and (vi)
unless Key Bank USA, National Association (or affiliate thereof) is the
surviving entity, the Master Servicer shall have delivered to the Eligible
Lender Trustee , the Securities Insurer, the Swap Counterparty, and the
Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion
of such counsel, all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of the Eligible Lender Trustee and Indenture
Trustee, respectively, in the Financed Student Loans and reciting the details of
such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.


        SECTION 7.04.
Limitation on Liability of Master Servicer and Others. Neither the Master
Servicer nor any of the directors, officers, employees or agents of the Master
Servicer shall be under any liability to the Issuer, the Securities Insurer, the
Swap Counterparty or the holders of Notes, except as provided under this
Agreement, for any action taken or for refraining from the taking of any action
pursuant to this Agreement or for errors in judgment; provided, however, that
this provision shall not protect the Master Servicer or any such person against
any liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties under this Agreement. The Master Servicer
and any director, officer, employee or agent of the Master Servicer may rely in
good faith on the advice of counsel or on any document of any kind prima facie
properly executed and submitted by any person respecting any matters arising
under this Agreement.


        Except as
provided in this Agreement, the Master Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its duties to service the Financed Student Loans in accordance
with this Agreement, and that in its opinion may involve it in any expense or
liability; provided, however, that the Master Servicer may undertake any
reasonable action that it may deem necessary or desirable in respect of this
Agreement and the other Basic Documents and the rights and duties of the parties
to this Agreement and the other Basic Documents and the interests of the holders
of Notes under the Indenture.


        SECTION 7.05.
Key Bank USA, National Association, Not To Resign as Master Servicer.
Subject to the provisions of Section 7.03, Key Bank USA, National Association,
shall not resign from the obligations and duties hereby imposed on it as Master
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law. Notice of any such determination permitting the resignation of Key Bank
USA, National Association, as Master Servicer shall be communicated to the
Eligible Lender Trustee, the Securities Insurer and the Indenture Trustee at the
earliest practicable time (and, if such communication is not in writing, shall
be confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Eligible Lender Trustee, the Securities Insurer, the Swap
Counterparty and the Indenture Trustee concurrently with or promptly after such
notice. No such resignation shall become effective until the Indenture Trustee
or a Successor Master Servicer shall have assumed the responsibilities and
obligations of Key Bank USA, National Association, as Master Servicer in
accordance with Section 8.02.


ARTICLE VIII



Default



        SECTION 8.01.
Master Servicer Default; Administrator Default. (a) Master Servicer
Default. If any one of the following events (a "Master Servicer Default") shall
occur and be continuing:


        (1) any failure
by the Master Servicer to deliver (or cause to be delivered) to the
Administrator or the Indenture Trustee, as applicable, for deposit in any of the
Trust Accounts any payment required by the Basic Documents, which failure
continues unremedied for three Business Days after written notice of such
failure is received by the Master Servicer from the Eligible Lender Trustee, the
Indenture Trustee, the Securities Insurer or the Administrator or after
discovery of such failure by an officer of the Master Servicer; or


        (2) any failure
by the Master Servicer duly to observe or to perform (or to cause to be observed
or performed) in any material respect any other covenants or agreements of the
Master Servicer set forth in this Agreement or any other Basic Document, which
failure shall (i) materially and adversely affect the rights of the holders of
Notes or (provided that no Securities Insurer Default has occurred and is
continuing) the Securities Insurer (in each case as determined by the Securities
Insurer) and (ii) continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given (A) to the Master Servicer by the Indenture Trustee, the
Eligible Lender Trustee, or the Administrator or (B) to the Master Servicer, and
to the Indenture Trustee and the Eligible Lender Trustee by the Securities
Insurer (unless a Securities Insurer Default shall have occurred and is
continuing, and then by the holders of Notes, representing not less than 25% of
the Outstanding Amount of the Notes);


        (3) an
Insolvency Event occurs with respect to the Master Servicer; or


        (4) any failure
by the Master Servicer to comply with any applicable requirements under the
Higher Education Act resulting in a loss of its eligibility, if applicable, as a
third-party servicer (or the failure of the Master Servicer to replace promptly
any Sub-Servicer that has lost its eligibility as a third-party
servicer);


then, and in each and every case, so long as the Master Servicer
Default shall not have been remedied, either the Indenture Trustee with the
consent of the Securities Insurer, or the Securities Insurer (in either case,
unless a Securities Insurer Default shall have occurred and is continuing, and
then by the holders of Notes evidencing not less than 25% of the Outstanding
Amount of the Notes), by notice then given in writing to the Master Servicer
(and to the Indenture Trustee and the Eligible Lender Trustee if given by the
Securities Insurer or the holders of Notes) may terminate all the rights and
obligations (other than the obligations set forth in Section 7.02 and Section
3.07 hereof) of the Master Servicer under this Agreement. On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the Notes
or the Financed Student Loans or otherwise, shall, without further action, pass
to and be vested in the Indenture Trustee or such successor Master Servicer as
may be appointed under Section 8.02; and, without limitation, the Indenture
Trustee and the Eligible Lender Trustee are hereby authorized and empowered to
execute and deliver, for the benefit of the predecessor Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Financed Student Loans and related documents, or otherwise.
The predecessor Master Servicer shall cooperate with the successor Master
Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the
termination of the responsibilities and rights of the predecessor Master
Servicer under this Agreement and all Sub-Servicing Agreements, including the
transfer to the successor Master Servicer of its rights under all existing
Sub-Servicing Agreements and for administration by it of all cash amounts that
shall at the time be held by the predecessor Master Servicer for deposit, or
shall thereafter be received by it with respect to a Financed Student Loan. All
reasonable costs and expenses (including attorneys’ fees) incurred in
connection with transferring the Financed Student Loan Files to the successor
Master Servicer and amending this Agreement, the Sub-Servicing Agreements and
any other Basic Documents to reflect such succession as Master Servicer pursuant
to this Section shall be paid by the predecessor Master Servicer upon
presentation of reasonable documentation of such costs and expenses. Upon
receipt of notice of the occurrence of a Master Servicer Default, the Eligible
Lender Trustee shall give notice thereof to the Rating Agencies, the Swap
Counterparty and the Securities Insurer. Notwithstanding the foregoing, the
successor Master Servicer shall have the option to assume the rights of the
predecessor Master Servicer under each Sub-Servicing Agreement, or to enter into
new Sub-Servicing Agreements with the existing or other replacement
Sub-Servicers; provided, however, that unless the existing
Sub-Servicer is in breach of its Sub-Servicing Agreement, any and all
contractual damages, costs and expenses owed to any Sub-Servicer under the
existing Sub-Servicing Agreements by reason of such cancellation, shall be borne
by the successor Master Servicer. 


        (b)
Administrator Default. If any one of the following events (an "Administrator
Default") shall occur and be continuing:


        (1) any failure
by the Administrator to direct the Indenture Trustee in writing to make the
required transfers of amounts on deposit in any of the Trust Accounts to the
Collection Account, on or before the Business Day immediately preceding any
Monthly Servicing Payment Date or Distribution Date, as applicable, or any
failure by the Administrator to direct the Indenture Trustee in writing to make
any required distributions from the Collection Account on any Monthly Servicing
Payment Date or Distribution Date, as applicable, which failure continues
unremedied for three Business Days after written notice of such failure is
received by the Administrator from the Indenture Trustee, the Securities Insurer
or the Eligible Lender Trustee or after discovery of such failure by an officer
of the Administrator; or


        (2) any failure
by the Administrator duly to observe or to perform in any material respect any
other covenants or agreements of the Administrator set forth in this Agreement,
the Administration Agreement or any other Basic Document, which failure shall
(i) materially and adversely affect the rights of the holders of Notes or the
Securities Insurer (in each case (provided that no Securities Insurer Default
has occurred and is continuing), as determined by the Securities Insurer) and
(ii) continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given (A) to the Administrator by the Indenture Trustee or the Eligible
Lender Trustee or (B) to the Administrator and to the Indenture Trustee and the
Eligible Lender Trustee by the Securities Insurer (unless a Securities Insurer
Default shall have occurred and is continuing, and then by the holders of Notes,
representing not less than 25% of the Outstanding Amount of the Notes);
or


        (3) an
Insolvency Event occurs with respect to the Administrator;


then, and in each and every case, so long as the Administrator
Default shall not have been remedied, either the Indenture Trustee with the
consent of the Securities Insurer (provided that no Securities Insurer Default
has occurred and is continuing), or the Securities Insurer (unless a Securities
Insurer Default shall have occurred and is continuing, and then by the holders
of Notes evidencing not less than 25% of the Outstanding Amount of the Notes),
by notice then given in writing to the Administrator (and to the Indenture
Trustee, the Securities Insurer, the Swap Counterparty and the Eligible Lender
Trustee if given by the holders of Notes) may terminate all the rights and
obligations (other than the obligations set forth in Section 6.04 hereof)
of the Administrator under this Agreement and the Administration Agreement. On
or after the receipt by the Administrator of such written notice, all authority
and power of the Administrator under this Agreement and the Administration
Agreement, whether with respect to Notes or the Financed Student Loans or
otherwise, shall, without further action, pass to and be vested in the Indenture
Trustee or such successor Administrator as may be appointed under
Section 8.02; and, without limitation, the Indenture Trustee and the
Eligible Lender Trustee are hereby authorized and empowered to execute and
deliver, for the benefit of the predecessor Administrator, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination. The predecessor Administrator shall
cooperate with the successor Administrator, the Indenture Trustee and the
Eligible Lender Trustee in effecting the termination of the responsibilities and
rights of the predecessor Administrator under this Agreement and the
Administration Agreement. All reasonable costs and expenses (including
attorneys’ fees) incurred in connection with amending this Agreement and
the Administration Agreement to reflect such succession as Administrator
pursuant to this Section shall be paid by the predecessor Administrator upon
presentation of reasonable documentation of such costs and expenses. Upon
receipt of notice of the occurrence of a Administrator Default, the Eligible
Lender Trustee shall give notice thereof to the Rating Agencies, the Securities
Insurer and the Swap Counterparty. 


        SECTION 8.02.
Appointment of Successor. (a) Upon receipt by the Master Servicer or the
Administrator, as the case may be, of notice of termination pursuant to Section
8.01, or the resignation by the Master Servicer or the Administrator, as the
case may be, in accordance with the terms of this Agreement, the predecessor
Master Servicer or Administrator, as the case may be, shall continue to perform
its functions as Master Servicer or Administrator, as the case may be, under
this Agreement or under this Agreement and the Administration Agreement, as the
case may be, in the case of termination, only until the date specified in such
termination notice or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of resignation, until the later of
(x) the date 120 days from the delivery to the Eligible Lender Trustee and the
Indenture Trustee of written notice of such resignation (or written confirmation
of such notice) in accordance with the terms of this Agreement and (y) the date
upon which the predecessor Master Servicer or Administrator, as the case may be,
shall become unable to act as Master Servicer or Administrator, as the case may
be, as specified in the notice of resignation and accompanying Opinion of
Counsel. In the event of the termination hereunder of a Master Servicer or the
Administrator, as the case may be, the Issuer shall appoint, with the consent of
the Securities Insurer (provided that no Securities Insurer Default has occurred
and is continuing), a successor Master Servicer or Administrator, as the case
may be, acceptable to the Indenture Trustee, and the successor Master Servicer
or Administrator, as the case may be, shall accept its appointment by a written
assumption in form acceptable to the Indenture Trustee. In the event that a
successor Master Servicer or Administrator, as the case may be, has not been
appointed at the time when the predecessor Master Servicer or Administrator, as
the case may be, has ceased to act as Master Servicer or Administrator in
accordance with this Section, the Indenture Trustee without further action shall
automatically be appointed the successor Master Servicer or Administrator, as
the case may be, and the Indenture Trustee shall be entitled to the applicable
portion of the Master Servicing Fee or the Administration Fee, as the case may
be. Notwithstanding the above, the Indenture Trustee shall, if it shall be
unwilling or legally unable so to act, appoint or petition a court of competent
jurisdiction to appoint, in each case with the consent of the Securities Insurer
which consent shall not be unreasonably withheld, any established institution
whose regular business shall include the servicing of student loans, as the
successor to a Master Servicer under this Agreement or to the Administrator
under this Agreement and the Administration Agreement; provided, however, that
such right to appoint or to petition for the appointment of any such successor
Master Servicer shall in no event relieve the Indenture Trustee from any
obligations otherwise imposed on it under the Basic Documents until such
successor has in fact assumed such appointment.


        (b) Upon
appointment, the successor Master Servicer or Administrator, as the case may be
(including the Indenture Trustee acting as successor Master Servicer or
Administrator, as the case may be), shall be the successor in all respects to
the predecessor Master Servicer or Administrator, as the case may be, and shall
be subject to all the responsibilities, duties and liabilities placed on the
predecessor Master Servicer or Administrator, as the case may be, that arise
thereafter or are related thereto and shall be entitled to an amount agreed to
by such successor Master Servicer or Administrator (which shall not exceed the
applicable portion of the Master Servicing Fee or the Administration Fee, as the
case may be, unless such compensation arrangements have been consented to by the
Securities Insurer (provided that no Securities Insurer Default has occurred and
is continuing) will not result in a downgrading of the Notes by any Rating
Agency) and all the rights granted to the predecessor Master Servicer or
Administrator, as the case may be, by the terms and provisions of this
Agreement.


        (c) Neither the
Master Servicer nor the Administrator may resign unless it is prohibited from
serving as such by law as evidenced by an Opinion of Counsel to such effect
delivered to the Indenture Trustee, the Securities Insurer, the Swap
Counterparty and the Eligible Lender Trustee. Notwithstanding the foregoing or
anything to the contrary herein or in the other Basic Documents, the Indenture
Trustee, to the extent it is acting as successor Master Servicer or
Administrator pursuant hereto and thereto, shall be entitled to resign to the
extent a qualified successor Master Servicer or Administrator has been appointed
and has assumed all the obligations of the Master Servicer or the Administrator,
as the case may be, in accordance with the terms of this Agreement and the other
Basic Documents.


        SECTION 8.03.
Notification to Noteholders. Upon any termination of, or appointment of a
successor to, the Master Servicer or the Administrator, as the case may be,
pursuant to this Article VIII, the Indenture Trustee shall give prompt written
notice thereof to holders of Notes, the Securities Insurer and the Rating
Agencies (which, in the case of any such appointment of a successor, shall
consist of prior written notice thereof to the Securities Insurer and the Rating
Agencies).


        SECTION 8.04.
Waiver of Past Defaults. The Securities Insurer (unless a Securities
Insurer Default shall have occurred and is continuing, and then the holders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Notes) may waive in writing any default by the Master Servicer in the
performance of its obligations hereunder, and any default by the Administrator
in the performance of its obligations hereunder and under the Administration
Agreement, and any consequences thereof, except a default in making any required
deposits to or payments from any of the Trust Accounts (or giving instructions
regarding the same) in accordance with this Agreement. Upon any such waiver of a
past default, such default shall cease to exist, and any Master Servicer Default
or Administrator Default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement and the Administration Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereto.


ARTICLE IX



Termination

        SECTION 9.01.
Termination. (a) Optional Purchase of All Financed Student Loans. As of
the last day of any Collection Period immediately preceding a Distribution Date
as of which the sum of the then outstanding Pool Balance is 5% or less of the
Adjusted Initial Pool Balance, the Master Servicer shall have the option to
purchase the Trust Estate, other than the Trust Accounts; provided, however,
that, unless each Rating Agency agrees otherwise, the Master Servicer may not
effect any such purchase so long as the rating on its long-term debt obligations
is less than Baa3 by Moody's, BBB by S&P and, if rated by Fitch, BBB by Fitch,
unless the Administrator shall have given notice to each of the Rating Agencies
and the Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty
and the Indenture Trustee shall have received an Opinion of Counsel to the
effect that such purchase would not constitute a fraudulent conveyance. To
exercise such option, the Master Servicer shall deposit pursuant to Section 5.04
in the Collection Account an amount equal to the aggregate Purchase Amount for
the Financed Student Loans and the related rights with respect thereto, plus the
appraised value of any such other property held by the Trust other than the
Trust Accounts, such value to be determined by an appraiser mutually agreed upon
by the Master Servicer and the Eligible Lender Trustee, and shall succeed to all
interests in and to the Trust; provided, however, that the Master Servicer may
not effect such purchase if the aggregate Purchase Amount to be so deposited in
the Collection Account does not equal or exceed an amount equal to the sum of
(i) the unpaid principal amount of the Notes then outstanding plus accrued and
unpaid interest thereon at the applicable Note Interest Rates to the date of
exercise including the amount of unpaid all Noteholders' Interest Index
Carryover with respect thereto, (ii) all amounts then owed to each of the
Securities Insurer, the Swap Counterparty and the Cap Provider, if
any.


        (b) [RESERVED]


        (c) Auction
of Financed Student Loans. Any Financed Student Loans remaining in the Trust
as of the end of the Collection Period immediately preceding the August 2010
Distribution Date will be offered for sale in the aggregate by the Indenture
Trustee as either a single pool (a "Single Pool Sale") or in two separate pools
(a "Two Pool Sale") as determined by the Administrator in its sole discretion;
provided, however, that if a Coordination Agreement requires the offering of the
Access Loans to PHEAA, TERI and/or LAI, the Indenture Trustee shall, in
accordance with Section 10.06(a) of this Agreement, offer for sale the Financed
Student Loans that are Access Loans as a single pool as part of a Two Pool Sale.
KeyCorp, its affiliates, and unrelated third parties may offer bids to purchase
such Financed Student Loans on such Distribution Date; provided, however, that
KeyCorp and its affiliates may not bid more than an amount determined by KeyCorp
in good faith to be equal to the fair market value of such Financed Student
Loans as of the end of the Collection Period immediately preceding such
Distribution Date. If at least two bids are received, with respect to a Single
Pool Sale, the Indenture Trustee will solicit and resolicit bids from all
participating bidders until only one bid remains for such Financed Student Loans
or the remaining bidders decline to resubmit bids and, with respect to a Two
Pool Sale, if at least two bids are received for either pool of Financed Student
Loans, the Indenture Trustee will solicit and resolicit bids from all
participating bidders until only one bid remains with respect to each pool of
Financed Student Loans, or the remaining bidders decline to resubmit bids. The
Indenture Trustee shall, with respect to a Single Pool Sale, accept the highest
of such remaining bids from a single bidder if it is equal to or in excess of
the Minimum Purchase Amount, and with respect to a Two Pool Sale, accept the
highest of such remaining bids for each pool of Financed Student Loans, if the
sum of the such two bids is equal to or in excess of the Minimum Purchase
Amount. If (i) at least two bids are not received with respect to a Single Pool
Sale (or at least two bids for each pool of Financed Student Loans with respect
to a Two Pool Sale), or (ii) the highest bid (with respect to a Single Pool
Sale) or the combination of the highest two bids (with respect to a Two Pool
Sale), as the case may be, after the resolicitation process is completed is not
equal to or in excess of the Minimum Purchase Amount, the Indenture Trustee will
not consummate such sale. In connection with the determination of the Minimum
Purchase Amount, the Indenture Trustee may consult, and, at the direction of the
Seller, shall consult, with a financial advisor (which may be the Administrator)
to determine if the fair market value of the Financed Student Loans has been
offered. The proceeds of any such sale will be applied in the order of priority
set forth in Section 5.04(b) of the Indenture. If the sale is not consummated in
accordance with the foregoing, the Indenture Trustee may, but shall not be under
any obligation to, solicit bids to purchase the Financed Student Loans on future
Distribution Dates upon terms similar to those described above. In addition, the
Indenture Trustee, the Securities Insurer, the Swap Counterparty, the Eligible
Lender Trustee and each Rating Agency shall be provided with an opinion of
counsel that any such sale of the Financed Student Loans would not constitute a
fraudulent conveyance.


        (d)
Notice. As described in Article IX of the Trust Agreement, notice of any
termination of the Trust shall be given by the Administrator to the Eligible
Lender Trustee, the Securities Insurer and the Indenture Trustee as soon as
practicable after the Administrator has received notice thereof.


        (e)
Succession. Following the satisfaction and discharge of the Indenture and
the payment in full of the principal of and interest on the Notes, and all
amounts due and owing to the Securities Insurer and the Swap Counterparty, the
holders of Certificates will succeed to the rights of the holders of Notes
hereunder and the Eligible Lender Trustee will succeed to the rights of (except
for the rights of the Indenture Trustee which have accrued prior to the
satisfaction and discharge of the Indenture and the payment in full of the
principal of an interest on the Notes), and assume the obligations of, the
Indenture Trustee pursuant to this Agreement and any other Basic
Documents.


ARTICLE X



Additional Provisions Regarding Financed Student Loans

        SECTION 10.01.
Periodic Reports. No later than the fifteenth day of each month, and for
so long as the Eligible Lender Trustee on behalf of the Trust shall own the
Financed Student Loans, the Trust shall furnish to LAI or cause to be furnished
in an electronic form suitable to LAI, a record of all Financed Student Loans
which are Access Loans (the "Record"), as of the last day of the preceding
month. The Master Servicer shall (or shall cause the applicable Sub-Servicers
to) furnish the Record to LAI on behalf of the Trust (or on behalf of the
Indenture Trustee in the event that the Indenture Trustee becomes the owner of
the Financed Student Loans) as required by this Section 10.01. The Master
Servicer, acting on behalf of the Trust, shall honor LAI's reasonable request
for additional Records, at LAI's expense. The Record shall be on a borrower
level, by loan, and shall include, but need not be limited to, the information
required to be delivered by the Seller to LAI pursuant to the second paragraph
of Section 10.7 of the 1996-1998 Coordination Agreement. The Master Servicer
acknowledges and agrees that the costs and expenses to produce and distribute
(or to cause the applicable Sub-Servicers to produce and distribute) the Record
are part of the data transfer fee payable to it pursuant to the Servicing Fee
Schedule, attached as Schedule E to this Agreement and agrees that no additional
fees will be payable by the Trust or the Administrator to produce and deliver
the Record.


        In addition to
the foregoing Record, the parties hereto acknowledge and agree that LAI may
obtain from the Master Servicer (or the applicable Sub-Servicers) at the sole
cost and expense of LAI such additional information as LAI may reasonably
request concerning the Financed Student Loans which are Access Loans, including,
but not limited to, information on defaults, average principal balance, and
complaints. Any such request shall be made in writing to the Administrator, with
a copy to the Eligible Lender Trustee and the Master Servicer. The Trust shall
not be obligated to incur or pay any costs or expenses associated with the
production or delivery of such additional information, except that, if the
additional information requested by LAI is contained in any monthly or other
periodic report produced by the Master Servicer (or a Sub-Servicer acting on its
behalf) and delivered to the Trust (or to the Administrator on behalf of the
Trust) pursuant to this Agreement, the Trust shall provide a copy of such
report, or excerpts therefrom, to LAI and the Administrator shall bear all
photocopying and postage charges for producing and mailing such copy. 


        The Indenture
Trustee agrees to assume and perform the obligations of the Trust under this
Section 10.01 in the event that the Indenture Trustee forecloses upon its
security interest in and becomes the owner of the Financed Student
Loans.


        SECTION 10.02.
Cooperation. With regard to the Financed Student Loans which are Access
Loans, the Trust, the Indenture Trustee, the Eligible Lender Trustee, the Master
Servicer and the Administrator each agree to cooperate with each other, with
each applicable Sub-Servicer and LAI, with the other parties to the Coordination
Agreements and with each of their internal or external auditors, or governmental
examiners, at the expense of the party requesting such cooperation, and to
provide any information regarding origination, disbursement, servicing, and data
collection relating to such loans as reasonably requested by the other parties,
their auditors, or governmental examiners as necessary or desirable for the
performance of an audit or examination. In that regard, each party shall make
available any necessary supporting records to each other party and shall resolve
any discrepancy claimed to exist in such records to the reasonable satisfaction
of the other party within 30 days of the date that the other party has claimed
that a discrepancy exists. Notwithstanding the foregoing, the parties
acknowledge that audit reviews conducted during heavy processing periods may
disrupt such operations. Accordingly, unless a party has reason to believe that
another party is in material breach of the performance of its obligations under
this Agreement, the Administration Agreement, the Trust Agreement or the
Indenture, reviews by internal or external auditors shall only be scheduled
during the months of January, February, April, May, June, September, October,
November or December.


        SECTION 10.03.
Confidentiality. Each party to this Agreement and the Indenture Trustee
agrees to maintain the confidentiality of all data, materials and information
relating to The Access GroupSM Loan Program and the Financed Student Loans
entrusted to it by another party hereto or any party to any of the Coordination
Agreements. Each party also agrees not to use such data, materials and
information for any purpose other than the limited purpose of performing its
obligations under this Agreement, the Administration Agreement, the Indenture,
the Trust Agreement or the Coordination Agreements. This section shall not be
deemed to preclude the disclosure of (i) information relating to the historical
performance of the Financed Student Loans (including, but not limited to,
statistical information relating to defaults, prepayments, consolidations,
deferrals and forbearances) by the Seller or the Administrator or, with the
consent of the Administrator, by the Eligible Lender Trustee or Indenture
Trustee, (ii) such information as in any of the Master Servicer's (or any
Sub-Servicer's acting on behalf of the Master Servicer), Administrator's,
Eligible Lender Trustee's or Indenture Trustee's discretion may be required
under any of this Agreement, the Trust Agreement, the Indenture or the
Administration Agreement to be disclosed to holders of the Notes, (iii) such
information as may be required to be disclosed under applicable laws, rules,
regulations or governmental orders, (iv) information obtained by the Indenture
Trustee in the performance of its obligations as Indenture Trustee, provided
that the Indenture Trustee shall maintain the confidentiality of all account
level and borrower level information, including without limitation, the
borrower's name, address and social security number and the account balance and
account history or (v) disclosure by LAI of information in the Record or other
information received by LAI pursuant to Section 10.01 of this
Agreement.


        SECTION 10.04.
Future Purchases. The Trust, the Eligible Lender Trustee and the
Indenture Trustee each hereby agree that, in the event of any sale or other
transfer of any Financed Student Loans that are Access Loans to any third party,
the Trust, the Eligible Lender Trustee or the Indenture Trustee, as the case may
be, as seller, or the Administrator acting on their behalf, (i) shall use
reasonable efforts to obtain from the purchaser or transferee of such Access
Loans an agreement in form and substance satisfactory to LAI pursuant to which
such purchaser or transferee agrees to observe and comply with the obligations
of the parties to this Agreement under Sections 10.02 and 10.03 hereof and the
obligations of the Trust, the Eligible Lender Trustee or the Indenture Trustee,
as the case may be, as seller, or the Administrator acting on its behalf, under
this clause (i) of Section 10.04 hereof and (ii) shall obtain from any such
purchaser or transferee an agreement to provide LAI with prior notice of any
future sale of such Access Loans, or portion thereof, acquired by such purchaser
or transferee and an agreement to comply with the obligations of the Trust under
Section 10.01 and the obligations of the seller under this clause (ii) of
Section 10.04 and under the last sentence of Section 10.06(a) of this Agreement
(provided, however, that if the purchaser or transferee does not retain the
Master Servicer (or the related Sub-Servicer) as servicer, the obligation to
deliver "Reports" shall be construed as an obligation to deliver reports
containing information substantially similar to the information contained in
Reports).


        SECTION 10.05.
Private Guarantee Fee. The Seller acknowledges and agrees that, with
respect to the Access Loans that are "Privately Guaranteed Loans" (as defined in
the 1992, 1993-1995 and 1996-1998 Coordination Agreements) that have not yet
entered repayment and are Financed Student Loans, the Seller retains the
obligation, pursuant to Section 9.2 of the 1992, 1993-1995 and 1996-1998
Coordination Agreements, to advance to the borrower an additional private
guarantee fee equal to 2% of the original principal amount of any such Privately
Guaranteed Loan made to a student since the commencement of the 1992-1993 Law
Access(R)Program through the 1995-1996 Access Group Loan Program, and,
commencing with the 1996-1998 Access Group Loan Program a fee of 4% of the
original principal amount of each LAL Loan, 3% of each GAL Loan and BEL Loan and
2% for each MAL Loan, DAL Loan and REL Loan (each such term as defined in the
1992, 1993-1995 and 1996-1998 Coordination Agreements). The proceeds of such
advances shall be remitted in accordance with the 1992, 1993-1995 and 1996-1998
Coordination Agreements and Assigned Agreements.


        SECTION 10.06.
Bids/First Refusal Rights. (a) If required pursuant to a Coordination
Agreement (and only to the extent required thereunder), in connection with any
contemplated sale of any Financed Student Loans pursuant to Section 9.02(c) of
this Agreement, the Indenture Trustee, on behalf of the Trust, shall notify
PHEAA, ASA, LAI and TERI of any proposed solicitation of bids or offers to
purchase the pool of Access Loans offered for sale as part of Two Pool Sale,
such notice to be delivered not less than thirty (30) days prior to the date
upon which bids or offers are to be received by the Indenture Trustee. Each of
PHEAA, TERI and LAI shall be given an opportunity to submit a bid or offer to
purchase all such Access Loans being offered for sale within such thirty (30)
day period and if no other bid exceeds PHEAA’s, TERI’s or LAI’s
bid and if PHEAA’s, TERI’s or LAI’s bid, in combination with the
highest bid for the other pool of Financed Student Loans being sold, is equal to
or in excess of the Minimum Purchase Amount the Indenture Trustee, on behalf of
the Trust, shall convey such pool of Access Loans offered for sale to whichever
of PHEAA, TERI or LAI, as the case may be, submitted the highest bid. If no
combination of bids that are received pursuant to any solicitation process in
connection with a Two Pool Sale are equal to or in excess of the Minimum
Purchase Amount, the Indenture Trustee will not consummate a sale of such
Financed Student Loans. The Indenture Trustee, on behalf of the Trust, shall
require any purchaser or transferee who acquires Financed Student Loans that are
Access Loans to acquire all Financed Student Loans of a borrower owned by the
Trust and not in default, except that, with regard thereto, the Indenture
Trustee, on behalf of the Trust, may sell or transfer to a purchaser or
transferee all Financed Federal Loans of a borrower and sell or transfer to a
different purchaser or transferee all Financed Guaranteed Private Loans of the
same borrower.


        (b) The
provisions of this Section 10.06 shall not apply to any sale or other transfer
of any Financed Student Loans to the Seller, the Administrator or the Master
Servicer (or a Sub-Servicer acting in its stead) as may be required or permitted
under this Agreement or any Guarantor in connection with the enforcement of any
applicable Guarantee Agreement. Key Bank USA, National Association, acknowledges
that if any Financed Student Loan that is an Access Loan is reacquired by it,
such Financed Student Loan shall from the time of such reacquisition become
subject to the restrictions and requirements on sale or transfer of loans by Key
Bank USA, National Association, under the applicable Coordination
Agreement.


        SECTION 10.07.
Consolidation Loans. The parties to this Agreement, to the extent
applicable, hereby acknowledge and agree that, solely for purposes of allocating
consolidation loans that relate to Access Loans among lenders, pursuant to
Section 8.1 of the 1996-1998 Coordination Agreement, Section 8.1 of the
1993-1995 Coordination Agreement, Section 8.1 of the 1992 Coordination Agreement
and any similar provision in any similar Coordination Agreement with respect to
subsequent academic years, Key Bank USA, National Association, shall be deemed
to be the owner of, and lender on, all Financed Student Loans.


ARTICLE XI



Miscellaneous

        SECTION 11.01.
Amendment. This Agreement may be amended by the Seller, the Master
Servicer, the Administrator and the Eligible Lender Trustee, with the consent of
the Indenture Trustee and (provided that no Securities Insurer Default has
occurred and is continuing) the Securities Insurer, but without the consent of
the Swap Counterparty or any of the holders of Notes, to cure any ambiguity, to
correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions in this Agreement or of modifying in any manner the rights of the
holders of Notes; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel delivered to the Eligible Lender Trustee, the Securities
Insurer, the Swap Counterparty and the Indenture Trustee, adversely affect in
any material respect the interests of any holder of Notes, the Securities
Insurer or the Swap Counterparty.


        This Agreement
may also be amended from time to time by the Seller, the Master Servicer, the
Administrator and the Eligible Lender Trustee, with the consent of the Indenture
Trustee, the consent of the Securities Insurer and the Swap Counterparty (which
shall not be unreasonably withheld) (and, in the event a Securities Insurer
Default shall have occurred and is continuing, the consent of holders of Notes
representing not less than a majority of the Outstanding Amount of the Notes),
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the holders of any Class of Notes; provided, however, that
no such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments with respect to
Financed Student Loans or distributions that shall be required to be made for
the benefit of the holders of Notes or (b) reduce the aforesaid percentage of
the Outstanding Amount of the Notes, which are required to consent to any such
amendment, without the consent of all outstanding holders of all Classes of
Notes (notwithstanding anything to the contrary contained in the Indenture or
the Trust Agreement, such rights of consent granted to the holders of the Notes
contained in clauses (a) and (b) of this proviso shall not be exercisable by the
Securities Insurer on behalf of the holders of the Notes).


        Promptly after
the execution of any such amendment or consent (or, in the case of the Rating
Agencies, five Business Days prior thereto), the Eligible Lender Trustee shall
furnish written notification of the substance of such amendment or consent to
each holder of Certificates, the Indenture Trustee, the Securities Insurer, the
Swap Counterparty and each of the Rating Agencies.


        It shall not be
necessary for the consent of holders of Notes pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof.


        Prior to the
execution of any amendment to this Agreement, the Eligible Lender Trustee and
the Indenture Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement and the Opinion of Counsel referred to in Section 11.02(i)(1).
The Eligible Lender Trustee and the Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Eligible Lender
Trustee's or the Indenture Trustee's, as applicable, own rights, duties or
immunities under this Agreement or otherwise.


        SECTION 11.02.
Protection of Interests in Trust. (a) The Seller shall execute and file
such financing statements and cause to be executed and filed such continuation
statements, all in such manner and in such places as may be required by law
fully to preserve, maintain, and protect the interest of the Issuer, the
Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and the
Indenture Trustee in the Financed Student Loans and in the proceeds thereof. The
Seller shall deliver (or cause to be delivered) to the Eligible Lender Trustee,
the Securities Insurer, the Swap Counterparty and the Indenture Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.


        (b) Neither the
Seller nor the Master Servicer shall (nor shall the Master Servicer permit a
Sub-Servicer to) change its name, identity or corporate structure in any manner
that would, could or might make any financing statement or continuation
statement filed in accordance with paragraph (a) above seriously misleading
within the meaning of Section 9-402(7) of the UCC, unless it shall have given
the Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and
the Indenture Trustee at least five days' prior written notice thereof and shall
have promptly filed (or cause to be filed) appropriate amendments to all
previously filed financing statements or continuation statements.


        (c) The Seller
and the Master Servicer shall have an obligation (and the Master Servicer shall
cause each Sub-Servicer) to give the Eligible Lender Trustee, the Securities
Insurer, the Swap Counterparty and the Indenture Trustee at least 60 days' prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly file (or cause to
be filed) any such amendment. The Master Servicer shall (and shall cause each
Sub-Servicer to) at all times maintain each office from which it shall service
Financed Student Loans, and its principal executive office, within the United
States of America.


        (d) The Master
Servicer shall (and shall cause the applicable Sub-Servicer to) maintain
accounts and records as to each Financed Student Loan accurately and in
sufficient detail to permit (i) the reader thereof to know at any time the
status of such Financed Student Loan, including payments and recoveries made and
payments owing (and the nature of each) and (ii) reconciliation between payments
or recoveries on (or with respect to) each Financed Student Loan and the amounts
from time to time deposited in the Collection Account in respect of such
Financed Student Loan.


        (e) The Master
Servicer shall (and shall cause the applicable Sub-Servicer to) maintain its
computer systems so that, from and after the time of sale under this Agreement
of the Financed Student Loans, the Master Servicer's (or the related
Sub-Servicer's) master computer records (including any backup archives) that
refer to a Financed Student Loan shall indicate clearly the interest of the
Issuer, the Eligible Lender Trustee and the Indenture Trustee in such Financed
Student Loan and that such Financed Student Loan is owned by the Eligible Lender
Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee
for the benefit of the Noteholders, the Swap Counterparty and the Securities
Insurer. Indication of the Issuer's, the Eligible Lender Trustee's and the
Indenture Trustee's interest in a Financed Student Loan shall be deleted from or
modified on the Master Servicer's (or the related Sub-Servicer's) computer
systems when, and only when, the related Financed Student Loan shall have been
paid in full or repurchased.


        (f) If at any
time the Seller or the Administrator shall propose to sell, grant a security
interest in, or otherwise transfer any interest in student loans to any
prospective purchaser, lender or other transferee, the Master Servicer shall (or
shall cause the applicable Sub-Servicer to) give to such prospective purchaser,
lender or other transferee computer tapes, records or printouts (including any
restored from backup archives) that, if they shall refer in any manner
whatsoever to any Financed Student Loan, shall indicate clearly that such
Financed Student Loan has been sold and is owned by the Eligible Lender Trustee
on behalf of the Issuer and has been pledged to the Indenture Trustee for the
benefit of the Noteholders, the Swap Counterparty and the Securities
Insurer.


        (g) Upon
reasonable notice, the Master Servicer shall (and shall cause the applicable
Sub-Servicer to) permit the Indenture Trustee and the Securities
Insurer, the Swap Counterparty and their agents at any time during normal
business hours to inspect, audit (subject to Section 10.02 with respect to
Financed Student Loans that are Access Loans) and make copies of and abstracts
from the Master Servicer's (or the related Sub-Servicer's) records regarding any
Financed Student Loan.


        (h) Upon request
at any time the Eligible Lender Trustee or the Indenture Trustee shall have
reasonable grounds to believe that such request would be necessary in connection
with its performance of its duties under the Basic Documents, or (provided that
no Securities Insurer Default has occurred and is continuing) upon request of
the Securities Insurer, the Master Servicer shall (or shall cause the applicable
Sub-Servicer to) furnish to the Eligible Lender Trustee or to the Indenture
Trustee and the Securities Insurer (in each case, with a copy to the
Administrator), within five Business Days, a list of all Financed Student Loans
(by borrower social security number, type of loan and date of issuance) then
held as part of the Trust, and the Administrator shall furnish to the Eligible
Lender Trustee or to the Indenture Trustee and the Securities Insurer, within 20
Business Days thereafter, a comparison of such list to the list of Initial
Financed Student Loans set forth in Schedule A as of the Closing Date, and, for
each Financed Student Loan that has been added to or removed from the pool of
loans held by the Eligible Lender Trustee on behalf of the Issuer, information
as to the date as of which and circumstances under which each such Financed
Student Loan was so added or removed.


	    	        (i) The
Seller shall deliver to the Eligible Lender Trustee, the Securities Insurer, the
Swap Counterparty and the Indenture Trustee:




        (1) promptly
after the execution and delivery of this Agreement and of each amendment thereto
and on each Transfer Date, an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
have been executed and filed that are necessary fully to preserve and protect
the interest of the Eligible Lender Trustee and the Indenture Trustee in the
Financed Student Loans, and reciting the details of such filings or referring to
prior Opinions of Counsel in which such details are given, or (B) stating that,
in the opinion of such counsel, no such action shall be necessary to preserve
and protect such interest; and


        (2) within 120
days after the beginning of each calendar year commencing April 30, 2001, an
Opinion of Counsel, dated as of a date during such 120-day period, either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements have been executed and filed that are necessary fully to
preserve and protect the interest of the Eligible Lender Trustee and the
Indenture Trustee in the Financed Student Loans, and reciting the details of
such filings or referring to prior Opinions of Counsel in which such details are
given, or (B) stating that, in the opinion of such counsel, no such action shall
be necessary to preserve and protect such interest; provided that a single
Opinion of Counsel may be delivered in satisfaction of the foregoing requirement
and that of Section 3.06(b) of the Indenture.


        Each Opinion of
Counsel referred to in clause (1) or (2) above shall specify (as of the date of
such opinion and given all applicable laws as in effect on such date) any action
necessary to be taken in the following year to preserve and protect such
interest.


        (j) The Seller
shall, to the extent required by applicable law, cause the Notes to be
registered with the Commission pursuant to Section 12(b) or Section 12(g) of the
Exchange Act within the time periods specified in such sections.


        SECTION 11.03.
Notices. All demands, notices, instructions, directions and
communications upon or to the Seller, the Administrator, the Master Servicer,
the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Securities
Insurer or the Rating Agencies under this Agreement shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, (or
in the form of telex or facsimile notice, followed by written notice delivered
as aforesaid) and shall be deemed to have been duly given upon receipt (a) in
the case of the Seller, the Master Servicer, the Swap Counterparty, the Cap
Provider or the Administrator, to Key Bank USA, National Association, 800
Superior Avenue, Fourth Floor, Cleveland, Ohio 44114, Attention: Key Education
Resources, KeyCorp Student Loan Trust 2000-A (telephone: (216) 828-9342;
facsimile: (216) 828-9301), (b) in the case of the Issuer or the Eligible Lender
Trustee, at the Corporate Trust Office of the Eligible Lender Trustee, (c) in
the case of the Indenture Trustee, at its Corporate Trust Office, (d) in the
case of the Securities Insurer, to MBIA Insurance Corporation , 113 King Street,
Armonk, New York 10504, Attention: Insured Portfolio Management-SF (telephone:
(914) 765-3781; facsimile: (914) 765-3810), (e) in the case of Moody's, to
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: ABS Monitoring Department (telephone: (212) 553-4948; facsimile:
(212) 553-4600), (f) in the case of Fitch, to Fitch, Inc., One State Street
Plaza, New York, New York 10004, (telephone: (212) 908-0500; facsimile: (212)
480-4435), and (g) in the case of S&P to Standard & Poor's, 55 Water Street,
Attention: Asset Backed Surveillance Department (telephone (212) 438-2000;
facsimile (212) 438-2649), as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.


        SECTION 11.04.
Assignment. Notwithstanding anything to the contrary contained herein,
except as provided in Sections 6.05 and 7.03 and as provided in the provisions
of this Agreement concerning the resignation of the Master Servicer or the
Administrator, this Agreement may not be assigned by the Seller, the
Administrator or the Master Servicer. This Agreement may only be assigned by the
Eligible Lender Trustee to its permitted successor pursuant to the Trust
Agreement.


        SECTION 11.05.
Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Seller, the Master Servicer, the Issuer and the
Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer and the
holders of Notes, as third party beneficiaries, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.


        SECTION 11.06.
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


        SECTION 11.07.
Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.


        SECTION 11.08.
Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.


        SECTION 11.09.
Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


        SECTION 11.10.
Assignment to Indenture Trustee. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant by the Issuer to the
Indenture Trustee pursuant to the Indenture for the benefit of the holders of
the Notes of a security interest in all right, title and interest of the Issuer
in, to and under the Financed Student Loans and/or the assignment of any or all
of the Issuer's rights and obligations hereunder to the Indenture Trustee.


        SECTION 11.11.
Nonpetition Covenants. (a) Notwithstanding any prior termination of this
Agreement, the Master Servicer, the Administrator, the Eligible Lender Trustee
and the Seller shall not, prior to the date which is one year and one day after
the termination of this Agreement with respect to the Issuer, acquiesce,
petition or otherwise invoke or cause the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Issuer under any Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Issuer.


        (b)
Notwithstanding any prior termination of this Agreement, the Eligible Lender
Trustee, the Master Servicer or any successor Master Servicer shall not, prior
to the date which is one year and one day after the termination of this
Agreement with respect to the Seller, acquiesce, petition or otherwise invoke or
cause the Seller to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Seller under any
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller.


        SECTION 11.12.
Limitation of Liability of Eligible Lender Trustee and Indenture Trustee.
(a) Notwithstanding anything contained herein to the contrary, this Agreement
has been signed by Bank One, National Association, not in its individual
capacity but solely in its capacity as Eligible Lender Trustee of the Issuer
and, subject to paragraph (d) below, in no event shall Bank One, National
Association, in its individual capacity or, except as expressly provided in the
Trust Agreement, as beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto as to all of which recourse shall be had solely to the assets of
the Issuer.


        (b) [RESERVED]


        (c)
Notwithstanding anything contained herein to the contrary, this Agreement has
been accepted by Bankers Trust Company not in its individual capacity but solely
as Indenture Trustee and, except as provided in paragraph (d) below, in no event
shall Bankers Trust Company have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder
or in any of the certificates, notices or agreements delivered pursuant hereto,
as to all of which recourse shall be had solely to the assets of the Issuer.


        (d)
Notwithstanding any other provision in this Agreement or the other Basic
Documents, nothing in this Agreement or the other Basic Documents shall be
construed to limit the legal responsibility of the Eligible Lender Trustee or
the Indenture Trustee to the U.S. Secretary of Education or a Guarantor for any
violations of statutory or regulatory requirements that may occur with respect
to loans held by the Eligible Lender Trustee or the Indenture Trustee, pursuant
to, or to otherwise comply with their obligations under, the Higher Education
Act or implementing regulations, it being expressly understood that the
Indenture Trustee has no obligation or duty pursuant to this Section except in
the event of Foreclosure or pursuant to Section 8.01 as a successor Master
Servicer.


        SECTION 11.13.
Consent of the Securities Insurer. Whenever the consent or approval of the
Securities Insurer is required under this Agreement, the Great Lakes
Sub-Servicing Agreement and the PHEAA Sub-Servicing Agreement, such consent or
approval shall be reasonably given, except for consents or approvals required under
Article VIII hereof with respect to which the consent or approval of the
Securities Insurer shall be given at the sole discretion of the Securities
Insurer.




        IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective officers as of the day and year first above written.



	  
	KEYCORP STUDENT LOAN TRUST 2000-A,

as Issuer,




By:    BANK ONE, NATIONAL ASSOCIATION, 

          not in its individual capacity but solely as

          Eligible Lender Trustee on behalf of the

          Trust,









	  
	          By:    /s/ Keith R. Richardson    

                   Name:  Keith R. Richardson

                   Title:  Authorized Officer











	  
	KEY BANK USA, NATIONAL ASSOCIATION,

as Seller, 



By:    /s/ Randall M. Behm      

         Name:  Name:  Randall M. Behm

         Title:  Senior Vice President











	  
	KEY BANK USA, NATIONAL ASSOCIATION,

as Master Servicer,



By:    /s/ Randall M. Behm      

         Name:  Name:  Randall M. Behm

         Title:  Senior Vice President











	  
	KEY BANK USA, NATIONAL ASSOCIATION,

as Administrator,



By:    /s/ Randall M. Behm      

         Name:  Name:  Randall M. Behm

         Title:  Senior Vice President













	  
	BANK ONE, NATIONAL ASSOCIATION,
not in its individual  capacity but solely
as Eligible Lender Trustee,




          By:    /s/ Keith R. Richardson     

                   Name:  Keith R. Richardson

                   Title:  Authorized Officer











Acknowledged, accepted, and with

respect to Article X, agreed to,

as of the day and year

first above written:




BANKERS TRUST COMPANY,

 not in its individual capacity

but solely as Indenture Trustee,





By:    /s/ Franco B. Talavera

          Name:  Franco B. Talavera

          Title:  Assistant Vice President





Acknowledged and accepted

as of the day and year

first above written:



BANKERS TRUST COMPANY,

not in its individual capacity

but solely in its capacity as

securities intermediary

under Section 5.01,





By:    /s/ Franco B. Talavera

          Name:  Franco B. Talavera

          Title:  Assistant Vice President







APPENDIX A



DEFINITIONS AND USAGE


Usage



        The following
rules of construction and usage shall be applicable to any instrument that is
governed by this Appendix:


        (a) All terms
defined in this Appendix shall have the defined meanings when used in any
instrument governed hereby and in any certificate or other document made or
delivered pursuant thereto unless otherwise defined therein.


        (b) As used
herein, in any instrument governed hereby and in any certificate or other
document made or delivered pursuant thereto, accounting terms not defined in
this Appendix or in any such instrument, certificate or other document, and
accounting terms partly defined in this Appendix or in any such instrument,
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting principles
as in effect on the date of such instrument. To the extent that the definitions
of accounting terms in this Appendix or in any such instrument, certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Appendix or in
any such instrument, certificate or other document shall control.


        (c) The words
"hereof," "herein," "hereunder" and words of similar import when used in an
instrument refer to such instrument as a whole and not to any particular
provision or subdivision thereof; references in an instrument to "Article,"
"Section" or another subdivision or to an attachment are, unless the context
otherwise requires, to an article, section or subdivision of or an attachment to
such instrument; and the term "including" means "including without limitation."


        (d) The
definitions contained in this Appendix are equally applicable to both the
singular and plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


        (e) Any agreement, instrument or statute defined or referred to below or in any
agreement or instrument that is governed by this Appendix means such agreement
or instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein. References to a Person
are also to its permitted successors and assigns.




Definitions


        "Accepted
Servicing Procedures" means that the Master Servicer shall (or shall cause
the applicable Sub-Servicer to) manage, service, administer and make collections
on the Financed Student Loans with reasonable care, using that degree of skill
and attention that the Master Servicer (or such Sub-Servicer) exercises with
respect to all comparable student loans that it services but, in any event, in
accordance with customary and usual standards of practice of prudent lenders and
loan servicers administering similar student loans. The Master Servicer shall
(or shall cause the applicable Sub-Servicer to) manage, service, administer and
make collections with respect to the Financed Student Loans in accordance with,
and otherwise comply with, all applicable Federal and state laws, including all
applicable standards, guidelines and requirements of the Higher Education Act
(in the case of the Financed Federal Loans) and any applicable Guarantee
Agreement (in the case of the Financed Guaranteed Loans). These procedures shall
include collection and posting of all payments, responding to inquiries of
borrowers on such Financed Student Loans, monitoring borrowers' status, making
required disclosures to borrowers, investigating delinquencies, sending payment
coupons to borrowers and otherwise establishing repayment terms, reporting tax
information to borrowers, if applicable, accounting for collections and
furnishing monthly and annual statements with respect thereto to the
Administrator (and upon request the Administrator shall provide copies thereof
to the Securities Insurer). The Master Servicer shall (or shall cause the
applicable Sub-Servicer to) follow its customary standards, policies and
procedures in performing its duties as Master Servicer (or Sub-Servicer, as the
case may be).


        "Access
Loans" means those Financed Student Loans that were originated under The Law
Access® Program or The Access GroupSM Loan Program as administered by LSAS or
LAI.


        "Act" has
the meaning specified in Section 11.03(a) of the Indenture.


        "Additional
Fundings" means the moneys transferred from the Pre-Funding Account and the
Escrow Account on Transfer Dates during the Funding Period, and shall consist of
amounts paid to the Seller to acquire Subsequent Pool
Student Loans and Other Subsequent Student Loans as of the applicable Subsequent
Cut-off Dates, to pay capitalized interest on the Financed Student Loans and to
pay Fee Advances, as provided in Section 5.08(a) of the Sale and Servicing
Agreement.


        "Additional
Student Loans" means the Subsequent Pool Student Loans, the Other Subsequent
Student Loans, Guarantee Fee Advances and the fundings of accrued interest to be
capitalized.


        "Adjusted
Initial Pool Balance" means, the sum of the Pool Balance as of the Cutoff
Date, which is $321,839,714, plus as of each Subsequent Cutoff Date the
principal balance of each Subsequent Pool Student
Loan sold to the Eligible Lender Trustee on behalf of the Issuer on each
Transfer Date during the Funding Period (but no later than the Special
Determination Date).


        "Administration
Agreement" means the Administration Agreement dated as of June 1, 2000,
among the Issuer, the Indenture Trustee and the Administrator.



        "Administration
Fee" has the meaning specified in Section 3 of the Administration Agreement.


        "Administrator" means Key Bank USA, National Association, a national banking
association, in its capacity as administrator of the Issuer and the Financed
Student Loans.


        "Administrator
Default" has the meaning specified in Section 8.01(b) of the Sale and Servicing
Agreement.


        "Administrator's
Certificate" means an Officers' Certificate of the Administrator delivered
pursuant to Section 4.08(c) of the Sale and Servicing Agreement and containing
the information required by Section 4.08(c).


        "Affiliate"
means, with respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.


        "Ameritrust" means
Ameritrust Company National Association, predecessor in interest to Society.


        "Applicable Index" means (1) with respect to LIBOR Indexed Securities,
Three-Month LIBOR and (2) with respect to T-Bill Indexed Securities, the T-Bill
Rate.


        "Applicable Note Margin" means with respect to the Class A-1 Notes, 0.13%, and
with respect to the Class A-2 Notes, 0.32%.


        "ASA" means the Massachusetts Higher Education Assistance Corporation now doing
business as American Student Assistance Corporation, a Massachusetts non-profit
corporation.


        "Assigned Agreements" means the following agreements, as the same may be amended
and restated from time to time, (i) the Deposit Agreement dated as of January
28, 1992, between TERI and the Seller (as successor to Ameritrust), (ii) the
Security Agreement dated as of January 28, 1992, between TERI and the Seller (as
successor to Ameritrust), (iii) the Letter Agreement dated as of January 28,
1992, between LSAS and the Seller (as successor to Ameritrust), (iv) the Trust
Agreement dated as of July 14, 1992 and restated as of July 1, 1994, among the
Seller, LSAS and First Bank (N.A.), Milwaukee, Wisconsin, as trustee, (v) the
LAL/BEL Guarantee Agreements dated as of January 28, 1992 and December 21, 1992,
between the Seller and TERI, and (vi) the Private Guarantee Agreement dated as
of March 23, 1995, among the Seller, TERI, Society National Bank, Indiana, and
Wilmington Trust Company, (vii) the Consolidated Deposit Agreement and
Consolidated Security Agreement each dated November 1, 1995 between TERI and
Society, and (viii) the Pledged Collateral Account Control Agreement dated as of
January 1, 1999, among TERI, Seller and McDonald Investments Inc., a
wholly-owned subsidiary of KeyCorp, all to the extent necessary to permit the
Trust to realize its rights and benefits under the assignment of the agreements
referred to in clauses (i) through (viii) above.


        "Assigned
Rights" has the meaning specified in Section 2.01 of the Sale and Servicing
Agreement.


        "Auction Purchase Amount" with respect to the Financed Student Loans means the
aggregate unpaid principal balance owed by the applicable borrowers thereon plus
accrued interest thereon to the date of purchase less the amount on deposit in
the Reserve Account as of such date.


        "Authorized Officer" means (i) with respect to the Issuer, any officer of the
Eligible Lender Trustee who is authorized to act for the Eligible Lender Trustee
in matters relating to the Issuer pursuant to the Basic Documents and who is
identified on the list of Authorized Officers delivered by the Eligible Lender
Trustee to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter), (ii) with respect to the
Administrator, any officer of the Administrator or any of its Affiliates who is
authorized to act for the Administrator in matters relating to itself or to the
Issuer and to be acted upon by the Administrator pursuant to the Basic Documents
and who is identified on the list of Authorized Officers delivered by the
Administrator to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter), (iii) with respect to
the Seller, any officer of the Seller or any of its Affiliates who is authorized
to act for the Seller in matters relating to or to be acted upon by the Seller
pursuant to the Basic Documents and who is identified on the list of Authorized
Officers delivered by the Seller to the Indenture Trustee on the Closing Date
(as such list may be modified or supplemented from time to time thereafter),
(iv) with respect to the Master Servicer, any officer of the Master Servicer or
any of its Affiliates who is authorized to act for the Master Servicer in
matters relating to or to be acted upon by the Master Servicer pursuant to the
Basic Documents and who is identified on the list of Authorized Officers
delivered by the Master Servicer to the Indenture Trustee on the Closing Date
(as such list may be modified or supplemented from time to time thereafter), and
(v) with respect to any Sub-Servicer, any officer of the Sub-Servicer or any of
its Affiliates who is authorized to act for such Sub-Servicer in matters
relating to or to be acted upon by the Sub-Servicer, pursuant to the applicable
Sub-Servicing Agreement, and who is identified on the list of Authorized
Officers delivered by such Sub-Servicer to the Master Servicer on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter).


        "Available
Funds" means, with respect to a Distribution Date or any Monthly Servicing
Payment Date, the sum of the following amounts received with respect to the then
elapsed portion of the related Collection Period to the extent not previously
distributed:


	    	        (i)  all collections received by the Master Servicer (or any Sub-Servicer acting
on its behalf) on the Financed Student Loans (including any Guarantee Payments
received with respect to such Financed Student Loans), but net of (x), any
Federal Origination Fee and Federal Consolidation Loan Rebate payable to the
Department on Federal Consolidation Loans disbursed after October 1, 1993, (y)
any applicable administrative fees, late fees or similar fees received from a
borrower, and (z) any collections in respect of principal on the Financed
Student Loans applied by the Trust to repurchase guaranteed loans from the
Guarantors in accordance with the Guarantee Agreements;






	    	        (ii)  
any Interest Subsidy Payments and Special Allowance Payments received by the
Eligible Lender Trustee during the then elapsed portion of such Collection
Period with respect to the Financed Federal Loans;






	    	        (iii)  
all Liquidation Proceeds and all Recoveries in respect of Liquidated
Student Loans which were written off in prior Collection Periods or prior months
of such Collection Period;







	    	        (iv)  
the aggregate Purchase Amounts received for those Financed Student Loans
repurchased by the Seller or purchased by the Master Servicer (or any
Sub-Servicer acting on its behalf) under an obligation which arose during the
elapsed portion of such Collection Period;






	    	        (v)  
the aggregate amounts, if any, received from the Seller or the Master Servicer
(or any Sub-Servicer acting on its behalf), as the case may be, as reimbursement
of non-guaranteed interest amounts, or, lost Interest Subsidy Payments and
Special Allowance Payments, with respect to the Financed Federal Student Loans
pursuant to Section 3.02 or 4.06, respectively of the Sale and Servicing
Agreement;






	    	        (vi)  
amounts deposited by the Seller into the Collection Account in connection
with the making of Consolidation Loans pursuant to Section 2.03 of the Sale and
Servicing Agreement;






	    	        (vii)  
with respect to the initial Distribution Date, the amount deposited in the
Collection Account on the Closing Date pursuant to Section 5.01(a)(i) of the
Sale and Servicing Agreement;






	    	        (viii)  
Investment Earnings for such Distribution Date;






	    	        (ix)  
amounts withdrawn from the Reserve Account in excess of the Specified
Reserve Account Balance and deposited into the Collection Account;






	    	        (x)  
amounts withdrawn from the Escrow Account and deposited into the Collection
Account;






	    	        (xi)  
with respect to the Distribution Date on or immediately after the end of
the Funding Period, the amount transferred from the Pre-Funding Account to the
Collection Account;






	    	        (xii)  
(a) any Net Receipt received from the Swap Counterparty with respect to
the related Interest Period, and (b) any Termination Payment received from the
Swap Counterparty with respect to a Termination Event under the Interest Rate
Swap to the extent not paid to a substitute Swap Counterparty in accordance with
the Interest Rate Swap; and






	    	        (xiii)  
any proceeds received in connection with the sale of the Financed Student
Loans pursuant to Section 9.01 of the Sale and Servicing Agreement, or sums
collected by the Indenture Trustee pursuant to Sections 5.03 or 5.04(a) of the
Indenture.






	 	
provided,
however, that Available Funds will exclude all payments and proceeds
(including Liquidation Proceeds) of any Financed Student Loans, the Purchase
Amount of which has been included in Available Funds for a prior Distribution
Date; provided, further, that if on any Distribution Date there would not be
sufficient funds, after application of Available Funds and amounts available
from the Reserve Account and the Pre-Funding Account to pay any of the items
specified in clause (i) through (iv) of Section 5.05(c) of the Sale and
Servicing Agreement for such Distribution Date, then Available Funds for such
Distribution Date will include, in addition to the Available Funds amounts on
deposit in the Demand Deposit Account on the Determination Date relating to such
Distribution Date which would have constituted Available Funds for the
Distribution Date succeeding such Distribution Date, up to the amount necessary
to pay the items specified in clause (i) through (iv) of Section 5.05(c) of the
Sale and Servicing Agreement, and the Available Funds for such succeeding
Distribution Date will be adjusted accordingly.





       "Basic Documents" means the Trust Agreement, the Indenture, the Sale and
Servicing Agreement, the Administration Agreement, the Note Depository
Agreement, the Guarantee Agreements, the Cap Agreement, the Interest Rate Swap,
the Insurance Agreement and other documents and certificates delivered in
connection with any thereof.


       "Bar Exam Loan" means a Bar Examination Loan made by the Seller to an eligible
borrower pursuant to the Programs.


       "Benefit Plan"
has the meaning specified in Section 3.04 of the Trust Agreement.


       "Book-Entry Note" means a beneficial interest in the Notes, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 2.10 of the Indenture.


       "Business Day" means any day other than a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York, New York or Cleveland,
Ohio, are authorized or obligated by law, regulation or executive
order to remain closed.


       "Calculated
Pool Balance" means, at any time, the aggregate principal balance of the
Financed Student Loans, or specified subset thereof, at the Cutoff Date,
Subsequent Cutoff Date or Statistical Cutoff Date, as specified (including
accrued interest thereon at such date to the extent such interest will be
capitalized upon commencement of repayment).


       "Cap
Account" means the account designated as such, established and maintained
pursuant to Section 5.01(a)(v) of the Sale and Servicing Agreement.


       "Cap
Agreement" means that certain interest rate protection agreement
(Transaction Ref. No. 47394), between the Trust and the Cap Provider as
documented according to a 1992 ISDA Master Agreement (Multicurrency--Cross
Border), including the related sole confirmation and the related schedule, each
dated as of June 22, 2000, and each modified to reflect the terms of the Notes
and the Basic Documents.


       "Cap
Provider" means Key Bank USA, National Association in its capacity as a
party to the Cap Agreement.


       "Certificate"
means the Trust Certificate issued pursuant to the Trust Agreement,
substantially in the form of Exhibit A thereto.


       "Certificate
Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 3.09 of the Trust Agreement, which shall initially be the Eligible
Lender Trustee.


       "Certificate
Register" and "Certificate Registrar" means the register mentioned and the
registrar appointed pursuant to Section 3.04 of the Trust Agreement.


       "Certificateholder"
means the Person in whose name the Certificate is registered in the Certificate
Register.


       "Class" means reference to any of the Class A-1 or Class A-2 Notes, as
applicable.


       "Class A Cap Funds" means, with respect to any Distribution Date the lesser of
(x) the sum of the Class A-1 Cap Payment and the Class A-2 Cap Payment relating
to such Distribution Date and (y) the amount of funds on
deposit in the Cap Account on such Distribution Date.


       "Class A-1 Cap Payment" means with respect to any Distribution Date prior to the
termination of the Cap Agreement, an amount equal to (x) the positive
difference, if any, between (1) the amount, if any, by
which the amount of interest calculated at the Formula Rate for the related
Interest Period exceeds the amount of interest calculated at the Student Loan
Rate for such Interest Period for the Class A-1 Notes minus (2) the amount of
Available Funds, if any, remaining to pay the Noteholders' Interest Index
Carryover with respect to the Class A-1 Notes on such Distribution Date pursuant
to Section 5.05(c)(x)(1) of the Sale and Servicing Agreement for the Class A-1
Notes for such Interest Period plus (y) interest calculated at the Formula Rate
for the Class A-1 Notes on any amounts due but unpaid by the Cap Provider under
clause (x) above.


       "Class A-2 Cap Payment" means, with respect to any Distribution Date prior to
the termination of the Cap Agreement, an amount equal to (x) the positive
difference, if any, between (1) the amount, if any, by
which the amount of interest calculated at the Formula Rate for the related
Interest Period exceeds the amount of interest calculated at the Student Loan
Rate for such Interest Period for the Class A-2 Notes minus (2) the amount of
Available Funds, if any, remaining to pay the Noteholders' Interest Index
Carryover with respect to the Class A-2 Notes on such Distribution Date pursuant
to Section 5.05(c)(x)(1) of the Sale and Servicing Agreement plus (y) interest
calculated at the Formula Rate for the Class A-2 Notes due but unpaid by the Cap
Provider under clause (x) above.


       "Class A
Notes" means the Class A-1 Notes and Class A-2 Notes.


       "Class A-1 Note" means a Floating Rate Class A-1 Asset Backed Note issued
pursuant to the Indenture, substantially in the form of Exhibit A-1 thereto.


       "Class A-2
Note" means a Floating Rate Class A-2 Asset Backed Note issued pursuant to
the Indenture, substantially in the form of Exhibit A-2 thereto.


       "Clearing
Agency" means an organization registered as a "clearing agency" pursuant to
Section 17A of the Exchange Act.


       "Clearing Agency
Participant" means a broker, dealer, bank, other financial institution or other
Person for whom from time to time a Clearing Agency effects book-entry transfers
and pledges of securities deposited with the
Clearing Agency.


       "Closing
Date" means June 22, 2000.


       "Code" means the
Internal Revenue Code of 1986, as amended from time to time, and Treasury
Regulations promulgated thereunder.


       "Cohort
Default Rate" means the percentage of an educational institution's borrowers
who enter repayment on certain Federal Family Education Loan Program and/or
William D. Ford Federal Direct Loan Program loans during a particular fiscal
year and default or meet other specified conditions before the end of the next
fiscal year, as is more specifically described in 34 C.F.R. Part 668 (including
the definition of terms set forth herein).


       "Collateral" has
the meaning specified in the Granting Clause of the Indenture.


       "Collection
Account" means the account designated as such, established and maintained
pursuant to Section 5.01(a)(i) of the Sale and Servicing Agreement.


       "Collection
Period" means, with respect to the first Distribution Date, the period beginning
on the Cutoff Date with respect to the Initial Financed Student Loans, or the
Subsequent Cutoff Date with respect to Subsequent Pool Student
Loans, as applicable, and ending on October 31, 2000 and with respect to each
subsequent Distribution Date, the Collection Period means the three calendar
months immediately following the end of the previous Collection Period.


       "Commission"
means the Securities and Exchange Commission.


       "Consolidation
Loans" means Federal Consolidation Loans and Private Consolidation Loans,
collectively.


       "Coordination
Agreements" means the following agreements, as the same may be amended and
restated from time to time, (i) the Coordination Agreement, dated as of February
15, 1990, as amended, by and among LAI (as successor to LSAS), PHEAA, ASA, TERI
and Society (as successor by merger to Ameritrust) (the "1990 Coordination
Agreement"); (ii) the Coordination Agreement, dated as of January 4, 1991, as
amended, by and among LAI (as successor to LSAS), PHEAA, ASA, TERI and Society
(as successor by merger to Ameritrust) (the "1991 Coordination Agreement");
(iii) the Coordination Agreement, dated as of January 28, 1992, as amended, by
and among LAI (as successor to LSAS), PHEAA, ASA, ELSI, TERI and Society (as
successor by merger to Ameritrust) (the "1992 Coordination Agreement"); (iv) the
Coordination Agreement, dated as of December 21, 1992, as amended, by and among
LAI (as successor to LSAS), PHEAA, ASA, ELSI, TERI and Society (the "1993-1995
Coordination Agreement"); and (v) the Coordination Agreement, dated as of March
23, 1995, as amended, by and among LAI, PHEAA, ASA, TERI and Society (the
"1996-1998 Coordination Agreement").


       "Corporate Trust Office" means (i) with respect to the Indenture Trustee, the
principal office of the Indenture Trustee at which at any particular time its
corporate trust business shall be administered, which
office at the Closing Date is located at Four Albany Street, 10th Floor, New
York, New York 10006, Attention: Corporate Trust and Agency Group, Structured
Finance Team (telephone: (212) 250-6595; facsimile: (212) 250-6439) or at such
other address as the Indenture Trustee may designate from time to time by notice
to the Noteholders, the Securities Insurer, the Swap Counterparty and the
Seller, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders, the Securities Insurer, the Swap Counterparty and the Seller) and
(ii) with respect to the Eligible Lender Trustee, the principal corporate trust
office of the Eligible Lender Trustee located at 1 Bank One Plaza, Suite
IL1-0126, Chicago, Illinois 60670, Attention: Corporate Trust Administration
(telephone: (312) 407-1892; facsimile: (312) 407-1708); or at such other address
as the Eligible Lender Trustee may designate by notice to the Certificateholder,
the Securities Insurer, the Swap Counterparty and the Seller, or the principal
corporate trust office of any successor Eligible Lender Trustee (the address of
which the successor Eligible Lender Trustee will notify the Certificateholder,
the Securities Insurer, the Swap Counterparty and the Seller).


       "CSAC" means
the California Student Aid Commission, an agency of the State of California.



       
"Cutoff Date" means with respect to the Initial Pool Student Loans, June
1, 2000.


       "Default" means
any occurrence that is, or with notice or the lapse of time or both would
become, an Event of Default. 


       "Deficiency
Amount" shall have the meaning given to such term in the Securities Guaranty
Insurance Policy.


       "Definitive
Notes" has the meaning specified in Section 2.10 of the Indenture.


       
"Delivery" or "Deliver" when used with respect to Trust Account
Property means the following and such additional or alternative procedures as
may hereafter become appropriate to effect the complete transfer of ownership of
any such Collateral to the Indenture Trustee, free and clear of any adverse
claims, consistent with changes in applicable law or regulations or the
interpretation thereof:


        (a) with respect
to bankers' acceptances, commercial paper, negotiable certificates of deposit
and other obligations that constitute instruments and are susceptible of
physical delivery ("Physical Property"):


	    	        (i)  
transfer of possession thereof to the Indenture Trustee endorsed to, or
registered in the name of, the Indenture Trustee, or its nominee or endorsed in
blank;






        (b) with respect
to a certificated security:


	    	        (i)  
delivery thereof in bearer form to the Indenture Trustee; or






	    	        (ii)  
delivery thereof in registered form to the Indenture Trustee and






	    	              (A)  
the certificate is endorsed to the Indenture Trustee or in blank by
effective endorsement; or






	    	              (B)  
the certificate is registered in the name of the Indenture Trustee, upon
original issue or registration of transfer by the issuer;






        (c) with respect
to an uncertificated security:


	    	        (i)  
the delivery of the uncertificated security to the Indenture Trustee; or






	    	        (ii)  
the issuer has agreed that it will comply with instructions originated by
the Indenture Trustee, without further consent by the registered owner;






        (d) with respect
to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or by the Federal National Mortgage Association that is a book-entry
security held through the Federal Reserve System pursuant to Federal book-entry
regulations: 


	    	        (i)  
a Federal Reserve Bank by book entry credits the book-entry security to the
securities account (as defined in 31 CFR Part 357) of a participant (as defined
in 31 CFR Part 357) which is also a securities intermediary; and






	    	        (ii)  
the participant indicates by book entry that the book-entry security has
been credited to the Indenture Trustee's securities account, as applicable;







        (e) with respect
to a security entitlement:


	    	        (i)  
the Indenture Trustee, becomes the entitlement holder; or






	    	        (ii)  
the securities intermediary has agreed that it will comply with entitlement
orders originated by the Indenture Trustee;






        (f) without
further consent by the entitlement holder for the purpose of clauses (b) and (c)
hereof "delivery" means:


	    	        (i)  
with respect to a certificated security:






	    	              (A)  
the Indenture Trustee, acquires possession thereof;






	    	              (B)  
another person (other than a securities intermediary) either acquires
possession thereof on behalf of the Indenture Trustee or, having previously
acquired possession thereof, acknowledges that it holds for the Indenture
Trustee; or






	    	              (C)  
a securities intermediary acting on behalf of the Indenture Trustee acquires
possession of thereof, only if the certificate is in registered form and has
been specially endorsed to the Indenture Trustee by an effective endorsement;






	    	        (ii)  
with respect to an uncertificated security:







	    	              (A)  
the issuer registers the Indenture Trustee as the registered owner, upon
original issue or registration of transfer; or






	    	              (B)  
another person (other than a securities intermediary) either becomes the
registered owner thereof on behalf of the Indenture Trustee, or, having
previously become the registered owner, acknowledges that it holds for the
Indenture Trustee;






        (g) for purposes
of this definition, except as otherwise indicated, the following terms shall
have the meaning assigned to each such term in the UCC: 


        (i)  "certificated
security"


        (ii)  "effective
endorsement"


        (iii)  "entitlement
holder"


        (iv)  "instrument"


        (v)  "securities account"


        (vi)  "securities entitlement"


        (vii)  "securities intermediary"


        (viii)  "uncertificated security"


        (h) in each case
of Delivery contemplated herein, the Indenture Trustee shall make appropriate
notations on its records, and shall cause same to be made of the records of its
nominees, indicating that securities are held in trust pursuant to and as
provided in this Agreement. 


        "Demand
Deposit Account" means the account designated as such, established and
maintained pursuant to Section 5.01(a)(vi) of the Sale and Servicing Agreement.


        
"Department" means the United States Department of Education, an agency of the
Federal government.


        
"Depositor" means the Seller in its capacity as Depositor under the Trust
Agreement.


        
"Depository" has the meaning specified in Section 2.04 of the Indenture.


        
"Determination Date" means, with respect to any Monthly Servicing Payment Date
or Distribution Date, as the case may be, the third Business Day preceding such
Monthly Servicing Payment Date or Distribution Date.


        
"Distribution Date" means, with respect to each Collection Period, the
twenty-fifth day of each February, May, August and November or, if such day is
not a Business Day, the immediately following Business Day,
commencing on November 27, 2000.


        "DTC"
means the Depository Trust Company, a New York corporation.


        
"ECMC" means Educational Credit Management Corporation, a Minnesota corporation.


        
"ELSI" means Education Loan Services, Inc., a Massachusetts corporation.


        
"Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under
the laws of the United States of America or any one of the States (or any
domestic branch of a foreign bank), having corporate trust powers and acting as
trustee for funds deposited in such account, so long as any of the securities of
such depository institution have a credit rating from at least two nationally
recognized Rating Agencies in one of their respective generic rating categories
which signifies investment grade and is acceptable to the Securities Insurer.


        
"Eligible Institution" means a depository institution (which may be, without
limitation, the Seller or any Affiliate of the Seller (but only if all rights of
set-off have been waived), the Eligible Lender Trustee or any Affiliate of the
Eligible Lender Trustee, or the Indenture Trustee or any Affiliate of the
Indenture Trustee) organized under the banking laws of the United States of
America or any one of the States (or any domestic branch of a foreign bank), (a)
which has (i) a short-term senior unsecured debt rating of P-1 or better by
Moody's, (ii) either (A) a long term senior unsecured debt rating of AAA by S&P
or (B) a short-term senior unsecured debt rating A-1+ by S&P, and (iii) if rated
by Fitch (A) a long term senior unsecured debt rating of AAA by Fitch and (B)
short-term senior of F-1+ by Fitch, or any other long-term, short-term or
certificate of deposit rating acceptable to the Rating Agencies and the
Securities Insurer, and (b) whose deposits are insured by the FDIC. If so
qualified, the Seller or any Affiliate of the Seller, the Eligible Lender
Trustee or any Affiliate of the Eligible Lender Trustee, or Indenture Trustee or
any Affiliate of the Indenture Trustee, may be considered an Eligible
Institution.


        
"Eligible Investments" mean book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form which
evidence: 


	    	        (a)  
direct obligations of, and obligations fully guaranteed as to timely payment
by, the United States of America;






	    	        (b)  
demand deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States of
America or any State (or any domestic branch of a foreign bank) and subject to
supervision and examination by Federal or state banking or depository
institution authorities (including depository receipts issued by any such
institution or trust company as custodian with respect to any obligation
referred to in clause (a) above or portion of such obligation for the benefit of
the holders of such depository receipts); provided, however, that (i) each such
investment has an original maturity of less than 365 days and (ii) at the time
of the investment or contractual commitment to invest therein (which shall be
deemed to be made again each time funds are reinvested following each
Distribution Date, as the case may be), the commercial paper or other short-term
senior unsecured debt obligations (other than such obligations the rating of
which is based on the credit of a Person other than such depository institution
or trust company) thereof shall have a credit rating from Moody's and S&P in the
highest investment category granted thereby and, if rated by Fitch, in the
highest investment category granted by Fitch;






	    	        (c)  
commercial paper having an original maturity of less than 365 days and having,
at the time of the investment or contractual commitment to invest therein, a
rating from Moody's and S&P in the highest investment category granted thereby
and, if rated by Fitch, in the highest investment category granted by Fitch;






	    	        (d)  
investments in money market funds (including funds for which the Indenture
Trustee or the Eligible Lender Trustee or any of their respective Affiliates or
any of Seller's Affiliates is an investment manager or advisor) that (i)
maintain a stable $1.00 net asset value per share, (ii) are freely transferable
on a daily basis, (iii) invests only in other Eligible Investments, and (iv)
have a rating from Moody's and S&P in the highest investment category granted
thereby and, if rated by Fitch, in the highest investment category granted by
Fitch;






	    	        (e)  
bankers' acceptances having an original maturity of less than 365 days and
issued by any depository institution or trust company referred to in clause (b)
above;






	    	        (f)  
investments in the money market fund known as "The Victory Fund U.S.
Government Obligations Fund" or any comparable or successor money market fund
provided that (i) the Seller or one of its Affiliates is the investment manager
or advisor of such money market fund, (ii) such money market fund seeks to
maintain a stable $1.00 net asset value, per share, (iii) the shares of such
money market fund are freely transferable, (iv) such money market fund invests
only in Eligible Investments, and (v) such money market fund otherwise satisfies
the requirements of Rule 2a-7 of the Investment Company Act of 1940, as amended;
and






	    	        (g)  
any other investment permitted by each of the Rating Agencies and (provided
that no Securities Insurer Default has occurred and is continuing) the
Securities Insurer as set forth in writing delivered to the Indenture Trustee.






        
"Eligible Lender Trustee" means Bank One, National Association, a national
banking association, not in its individual capacity but solely as eligible
lender trustee under the Trust Agreement.


        
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


        
"Escrow Account" means the account designated as such, established and
maintained pursuant to Section 5.01(a)(iv) of the Sale and Servicing Agreement.


        
"Event of Default" has the meaning specified in Section 5.01 of the Indenture.


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended.


        "Executive
Officer" means, with respect to any corporation, the Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, President, any Executive Vice
President, any Senior Vice President, any Vice President, the
Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.


        "Expected
Interest Collections" means, with respect to any Collection Period, the sum
of (i) the amount of interest accrued, net of amounts required by the Higher
Education Act to be paid to the Department or to be repaid to borrowers, with
respect to the Financed Student Loans for such Collection Period (whether or not
such interest is actually paid), (ii) all Interest Subsidy Payments and Special
Allowance Payments expected to be received by the Eligible Lender Trustee for
such Collection Period (whether or not actually received) with respect to the
Financed Student Loans and (iii) Investment Earnings for such Collection Period.


        "Expenses" means any and all liabilities, obligations, losses, damages, taxes,
claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever which may at any time be imposed on, incurred by, or asserted
against the Eligible Lender Trustee or any of its officers, directors or agents
in any way relating to or arising out of the Trust Agreement, the other Basic
Documents, the Trust Estate, the administration of the Trust Estate or the
action or inaction of the Eligible Lender Trustee under the Trust Agreement or
the other Basic Documents.


        "FDIC"
means the Federal Deposit Insurance Corporation.


        
"Federal Consolidation Loan" means a loan made by the Seller to an eligible
borrower that represents the refinancing of Financed Federal Loans of such
borrower in accordance with the applicable terms and conditions of the Program
and the Higher Education Act.


        
"Federal Consolidation Loan Rebate" means the monthly fee payable to the
Department by the holder of Federal Consolidation Loans made (x) on or after
October 1, 1993, equal to 1.05% per annum, but
(y) with respect to Federal Consolidation Loans for which applications were
received on or after October 1, 1998 but before February 1, 1999, equal to 0.62%
per annum, in each case on the outstanding balance of such Federal Consolidation
Loan.


        "Federal
Guarantor" means, collectively, PHEAA, ASA, CSAC, ECMC, GLHEC, HESC, MHEAA,
NSLP and USAF.


        
"Federal Origination Fee" means the origination fee payable to the Department by
the lender with respect to any Financed Federal Loan (including Federal
Consolidation Loans) made on or after October 1, 1993, equal to 0.50% of the
initial principal balance of such loan.


        
"52 Week T-Bill Rate" means, on any date of determination, the bond equivalent
rate of 52-week Treasury bills auctioned at the final auction held prior to the
preceding June 1.


        
"Final Maturity Date" means (i) for the Class A-1 Notes, the May 2007
Distribution Date and (ii) for the Class A-2 Notes the May 2029 Distribution
Date. 


        
"Final Subsequent Transfer Date" means the last Transfer Date on which
Subsequent Pool Student Loans are transferred to the Trust but no later than the
Special Determination Date.


        
"Financed Federal Loans" means those Financed Student Loans that are guaranteed
as to the payment of principal and interest by PHEAA, ASA, CSAC, ECMC, GLHEC,
HESC, MHEAA, NSLP or USAF and are reinsured by the Department.


        
"Financed Guaranteed Loans" means the collective reference to the Financed
Federal Loans and the Financed Guaranteed Private Loans.


        
"Financed Guaranteed Private Loans" means those Financed Student Loans that are
guaranteed as to the payment of principal and interest by TERI and are not
reinsured by the Department or any other governmental entity.


        
"Financed Private Loans" means the collective reference to Financed Guaranteed
Private Loans and Financed Unguaranteed Private Loans.


        
"Financed Student Loan" means the collective reference to the Initial Financed
Student Loans and the Additional Student Loans.


        
"Financed Student Loan Files" means the documents specified in Section 3.03 of
the Sale and Servicing Agreement.


        
"Financed Unguaranteed Private Loans" means those Financed Student Loans that
are not guaranteed as to the payment of principal or interest by any federal or
private guarantor, or by any other party or
governmental agency, including, without limitation, the Seller.


        
"Formula Rate" means for any Interest Period (1) with respect to the Class A-1
Notes, the Applicable Index plus the Applicable Note Margin and (2) with respect
to the Class A-2 Notes, the Applicable Index plus the Applicable
Note Margin.


        
"Fitch" means Fitch, Inc.


        
"Funding Period" means the period beginning on the Closing Date and ending on
the first to occur of (a) the date on which an Event of Default, a Master
Servicer Default or an Administrator Default occurs, (b) the date
on which an Insolvency Event occurs with respect to the Seller, (c) the first
date on which the amounts on deposit in each Pre-Funding Account is zero, and
(d) the close of business on the last day of the Collection Period preceding the
August 2002 Distribution Date.


        
"GLHEC" means Great Lakes Higher Education Guaranty Corporation, a Wisconsin
corporation.


        
"Graduate Loan Programs" means the loan programs, under which the Seller made
loans to students enrolled in or recently graduated from approved or accredited
law schools, medical schools, dental schools, graduate business schools or other
graduate level certificate or degree programs.


        
"Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm
pursuant to the Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.


        
"Great Lakes" means Great Lakes Educational Loan Services, Inc. a Wisconsin
corporation.


        
"Great Lakes Sub-Servicing Agreement" means the Subservicing Agreement, dated as
of June 1, 2000, between Great Lakes and the Master Servicer.


        
"Great Lakes Trust Receipt" means the Trust Receipt, dated June 22, 2000, from
Great Lakes acknowledging the receipt and possession of the Financed Student
Loan Files relating to the Financed Student Loans
being sub-serviced by Great Lakes.


        
"Guarantee Agreements" means (i) in the case of PHEAA, the Lender Agreement for
Guarantee of Student Loans With Federal Reinsurance and the Lender Participation
Agreement for Consolidation Loans, in each case dated as of April 26, 2000,
between PHEAA and the Eligible Lender Trustee on behalf of the Issuer, (ii) in
the case of ASA, the Holder Guarantee Agreement dated as of April 26, 2000,
between ASA and the Eligible Lender Trustee on behalf of the Issuer, (iii) in
the case of CSAC, the Agreement dated as of April 26, 2000, between CSAC and the
Eligible Lender Trustee on behalf of the Issuer, (iv) in the case of ECMC, the
Agreement dated as of April 26, 2000, between ECMC and the Eligible Lender
Trustee on behalf of the Issuer, (v) in the case of GLHEC, the Student Loan
Guaranty Agreement dated as of April 26, 2000, between GLHEC and the Eligible
Lender Trustee on behalf of the Issuer, (vi) in the case of HESC, the Loan
Guarantee Agreement dated as of April 26, 2000, between HESC and the Eligible
Lender Trustee on behalf of the Issuer, (vii) in the case of MHEAA, the
Agreement to Guarantee Loans, dated as of April 26, 2000, between MHEAA and the
Eligible Lender Trustee on behalf of the Issuer, (viii) in the case of NSLP, the
Lender Agreement for Guarantee of Student Loans With Federal Reinsurance and the
Lender Agreement for Guarantee of Federal Consolidation Loans with Federal
Reinsurance, each dated as of April 26, 2000 between NSLP and the Eligible
Lender Trustee on behalf of the Issuer, (ix) in the case of USAF, the USA Group
Master Loan Agreement dated as of April 26, 2000, between USAF and the Eligible
Lender Trustee on behalf of the Issuer, and (x) in the case of TERI, the
Guarantee Agreement dated as of April 26, 2000, among TERI, the Seller and the
Eligible Lender Trustee on behalf of the Issuer.


        
"Guarantee Fee Advance" means a loan made by the Seller to a borrower of a
Financed Private Loan, at the borrower's option, at the time such borrower
commences repayment of such Financed Private Loan to
finance the cost of the fee imposed with respect to such loan at such time.


        
"Guarantee Payment" means any payment made by a Guarantor pursuant to a
Guarantee Agreement in respect of a Financed Student Loan.


        
"Guarantors" means, collectively, PHEAA, ASA, CSAC, ECMC, GLHEC, HESC, MHEAA,
NSLP, USAF and TERI.


        
"HESC" means the New York State Higher Education Services Corporation, an
educational corporation created by an act of the Legislature of the State of New
York.


        
"Higher Education Act" means the Higher Education Act of 1965, as amended,
together with any rules, regulations and interpretations thereunder.


        
"Indenture" means the Indenture dated as of June 1, 2000, between the
Issuer and the Indenture Trustee.


        
"Indenture Trustee" means Bankers Trust Company, a New York banking corporation,
not in its individual capacity but solely as Indenture Trustee under the
Indenture.


        
"Indenture Trust Estate" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
the Indenture for the benefit of the Noteholders (including all property and
interests granted to the Indenture Trustee), including all proceeds thereof.


        
"Independent" means, when used with respect to any specified Person, that the
Person (a) is in fact independent of the Issuer, any other obligor upon the
Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does
not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.


        
"Independent Certificate" means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01 of
the Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in the Indenture and that the signer is Independent
within the meaning thereof.


        
"Index Maturity" shall have the meaning set forth in the definition of
"Three-Month LIBOR".


        
"Initial Financed Student Loans" means the Initial Pool Student Loans.


        
"Initial Financed Student Loan Pool Balance" means, at any time, the
Calculated Pool Balance of the Financed Student Loans, or specified subset
thereof, as of the related Cutoff Date (in the case of the Initial Financed
Student Loans, or specified subset thereof) or the related Subsequent Cutoff
Date (with respect to Additional Student Loans or specified subset thereof).


        
"Initial Pool Student Loans" means any graduate or undergraduate student
loans listed on the Schedule of Initial Pool Student Loans on the Closing Date
as set forth in Schedule A to the Sale and Servicing Agreement (which Schedule
may be in the form of microfiche or computer tape), which student loans the
Seller shall transfer to the Eligible Lender Trustee on behalf of the Issuer
pursuant to the Sale and Servicing Agreement on the Closing Date.


        
"Insolvency Event" means, with respect to a specified Person, (a) the filing of
a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property
in an involuntary case under any applicable Federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person's affairs, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or (b) the commencement by such Person of a voluntary case under any
applicable Federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by such Person to the entry of an order for
relief in an involuntary case under any such law, or the consent by such Person
to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person generally
to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing; or (c) in the case of the
Securities Insurer, a court of competent jurisdiction, the New York Department
of Insurance or other competent regulatory authority shall have entered a final
and nonappealable order, judgment or decree (i) appointing a custodian, trustee,
agent or receiver of the Securities Insurer or (ii) the taking of possession of
all or any material portion of the property of the Securities Insurer.


        
"Insurance Agreement" means the Insurance Agreement, dated as of June 1, 2000,
among the Seller, the Master Servicer, the Administrator, the Depositor, the
Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Securities
Insurer.


        
"Insured Payment" means, with respect to any Distribution Date, the sum of the
Deficiency Amount and any Preference Amount.


        
"Insurer Premium" means the premium due to the Securities Insurer on each
Distribution Date, which amount shall be equal to the product of the Insurer
Premium Rate and the Outstanding Amount immediately prior to
such Distribution Date.


        
"Insurer Premium Rate" means the "Premium Percentage" as defined in the
Insurance Agreement.


        
"Interest and Expense Draw" means any withdrawals from the Reserve Account
pursuant to Sections 5.06(b)(i) through (b)(v) of the Sale and Servicing
Agreement.


        
"Interest Collections" shall have the meaning specified in Section 5.03 of the
Sale and Servicing Agreement.


        
"Interest Period" means, with respect to a Distribution Date, the period from
and including the Closing Date or the most recent Distribution Date on which
interest on the Notes has been distributed to but excluding the
current Distribution Date. In the case of any LIBOR Indexed Securities and the
initial Interest Period, interest will accrue for the period from the Closing
Date to but excluding August 25, 2000 (computed on the basis of the actual
number of days elapsed in a year of 360 days) based on Three Month LIBOR as
determined on the initial LIBOR Determination Date, and interest will accrue for
the period from August 25, 2000 to but excluding November 27, 2000 (computed on
the basis of the actual number of days elapsed in a year of 360 days) based on
Three Month LIBOR as determined on the initial LIBOR Determination Date.


        
"Interest Rate Swap" means that certain interest rate swap agreement
(Transaction Ref. No. 47340), between the Trust and the Swap Counterparty as
documented on a 1992 ISDA Master Agreement (Multicurrency--Cross Border),
including the related sole confirmation and the related schedule, each dated as
of June 22, 2000, and each modified to reflect the terms of the Notes and the
Basic Documents.


        
"Interest Subsidy Payments" means payments, designated as such, consisting of
interest subsidies by the Department in respect of the Financed Federal Loans to
the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


        
"Investment Earnings" means, with respect to any Distribution Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in the Trust Accounts to be deposited into the
Collection Account on or prior to such Distribution Date pursuant to Section
5.01(b) of the Sale and Servicing Agreement.


        
"Issuer" means KeyCorp Student Loan Trust 2000-A until a successor replaces it
and, thereafter, means the successor.


        
"Issuer Order" and "Issuer Request" means a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to
the Indenture Trustee.


        
"LAI" means Law Access, Inc., a non-stock corporation organized under the laws
of the State of Delaware, and the successor in interest to LSAS.


        
"Law Loan" means a Law School Loan made by the Seller to an eligible borrower
pursuant to the Programs.


        
"LIBOR Determination Date" means (x) with respect to each Interest Period other
than the initial Interest Period, the second Business Day prior to the
commencement of each Interest Period and (y) with respect to the initial
Interest Period, as determined pursuant to clause (x) for the period from the
Closing Date to but excluding August 25, 2000, and as determined on the second
Business Day prior to August 25, 2000 for the period from August 25, 2000 to but
excluding November 27, 2000. For purposes of this definition a "Business Day" is
any day on which banks in London and New York City are open for the transaction
of business.


        
"LIBOR Indexed Securities" means the Class A-1 Notes and the Class A-2 Notes.


        
"Lien" means a security interest, lien, charge, pledge, equity or encumbrance of
any kind, other than tax liens and any other liens, if any, which attach to the
respective Financed Student Loan by operation of law as a result of any act
or omission by the related Obligor.


        
"Liquidated Student Loan" means any defaulted Financed Student Loan liquidated
by the Master Servicer (or any Sub-Servicer acting on its behalf) or which the
Master Servicer (or any Sub-Servicer acting on its
behalf) has, after using all reasonable efforts to realize upon such Financed
Student Loan, determined to charge off.


        
"Liquidation Proceeds" means, with respect to any Liquidated Student
Loan, the moneys collected in respect thereof from whatever source, other than
Recoveries or Guarantee Payments received, net of the sum of any amounts
expended by the Master Servicer (or any Sub-Servicer acting on its behalf) in
connection with such liquidation and any amounts required by law to be remitted
to the borrower on such Liquidated Student Loan.


        
"Lock-In Period" means the period of days preceding any Distribution Date during
which the Note Interest Rates in effect on the first day of such period shall
remain in effect until the end of the Interest Period related to
such Distribution Date.


        
"LSAS" means the Law School Admission Services, Inc.


        
"Master Servicer" means Key Bank USA, National Association, a national banking
association.


        
"Master Servicer Default" means an event specified in Section 8.01(a) of the
Sale and Servicing Agreement.


        
"Master Servicing Fee" has the meaning specified in the Servicing Fee Schedule
attached to the Sale and Servicing Agreement as Schedule E.


        
"Maximum TERI Payments Amount" means an amount equal to 19% of the Adjusted
Initial Pool Balance.


        
"MHEAA" means the Michigan Higher Education Assistance Agency, an agency of the
State of Michigan.


        
"Minimum Purchase Amount" means the greatest of (i) the Auction Purchase Amount,
(ii) the fair market value of the Financed Student Loans as of the end of the
Collection Period immediately preceding such
Distribution Date, and (iii) the sum of (a) the aggregate unpaid principal
amount of the Notes plus, accrued and unpaid interest thereon on the related
Distribution Date, (b) any amounts to be paid pursuant to Section 5.04(b) FIRST
and SECOND of the Indenture, (c) all amounts due and owing to the Securities
Insurer under the Insurance Agreement and accrued interest thereon, (d) any
unpaid Noteholders' Interest Index Carryover, (e) all amounts owed by the Trust
to the Swap Counterparty under the Interest Rate Swap (including any
unreimbursed Termination Payments), and (f) all amounts owed by the Trust to the
Cap Provider under the Cap Agreement for unreimbursed Class A-1 Cap Payments and
Class A-2 Cap Payments.


        
"Monthly Period" means each calendar month in a Collection Period commencing
with the calendar month in July 2000.


        
"Monthly Servicing Payment Date" means the twenty-fifth day of each calendar
month, or, if such day is not a Business Day, the immediately following Business
Day, commencing on July 25, 2000.


        
"Moody's" means Moody's Investors Service, Inc.


        
"Net Payment" as defined in Section 5.04(c) of the Sale and Servicing Agreement.


        
"Net Receipt" as defined in Section 5.04(c) of the Sale and Servicing
Agreement.


        
"Net Trust Swap Payment" means, with respect to each Distribution Date, the
amount the Trust will owe the Swap Counterparty under the Interest Rate Swap
(without regard to any Net Trust Swap Payment Carryover Shortfalls or
Termination Payments), equal to the sum of the following amounts for each of the
monthly periods in the related Collection Period, beginning with the Monthly
Period commencing July 1, 2000:


        
the product of:


	    	        (1)  
the Prime Rate as determined as of the first day of the related Monthly
Period;






	    	        (2)  
the aggregate principal balance of Prime Rate Loans as determined as of the
first day of the related Monthly Period; and






	    	        (3)  
a fraction, the numerator of which is the actual number of days in the related
Monthly Period and the denominator of which is 360.







        "Net Trust Swap
Payment Carryover Shortfall" means, with respect to any Distribution Date with
respect to which there shall be an amount owed by the Trust to the Swap
Counterparty under the Interest Rate Swap, the excess of (i) the Trust Swap
Payment Amount on the preceding Distribution Date over (ii) the amount actually
paid to the Swap Counterparty on such preceding Distribution Date, plus interest
on such excess from such preceding Distribution Date to the current Distribution
Date at the rate of Three Month LIBOR for the related Interest Period.


        
"Net Trust Swap Receipt" means, with respect to each Distribution Date, the
amount the Swap Counterparty will owe the Trust under the Interest Rate Swap
(without regard to any Net Trust Swap Receipt Carryover Shortfalls or
Termination Payments), equal to the sum of the following amounts for each of the
monthly periods in the related Collection Period, beginning with the monthly
period commencing July 1, 2000:


        
the product of:


	    	        (1)  
Three-Month LIBOR plus 2.60% calculated in the same manner and on such dates as
such index is calculated for the LIBOR Indexed Securities for the related
Interest Period;






	    	        (2)  
the principal balance of the Prime Rate Loans as determined as of the first
of the related Monthly Period; and






	    	        (3)  
a fraction, the numerator of which is the actual number of days in the
related Monthly Period and the denominator of which is 360.






        
"Net Trust Swap Receipt Carryover Shortfall" means, with respect to any
Distribution Date with respect to which there shall be an amount owed by the
Swap Counterparty to the Trust under the Interest Rate Swap, the excess of (i)
the Trust Swap Receipt Amount on the preceding Distribution Date over (ii) the
amount actually paid by the Swap Counterparty to the Trust on such preceding
Distribution Date, plus interest on such excess from such preceding Distribution
Date to the current Distribution Date at the rate of Three Month LIBOR for the
related Interest Period.


        
"91-Day Treasury Bills" means direct obligations of the United States with a
maturity of thirteen weeks.


        
"Non-Guaranteed Graduate Private Loans" means the Financed Unguaranteed
Private Loans that have been made to graduate students.


        
"Non-Guaranteed Private Graduate Loan Trigger Event" means, on any Distribution
Date, when the cumulative Realized Losses on the Non-Guaranteed Graduate Private
Loans exceeds 20% of the Initial Financed Student Loan Pool Balance consisting
of all Non-Guaranteed Graduate Private Loans.


        
"Non-Guaranteed Private Undergraduate Loan Trigger Event" means, on any
Distribution Date, when cumulative Realized Losses net of subsequent Recoveries
with respect to the Non-Guaranteed Undergraduate Private Loans exceeds 15% of
the Initial Financed Student Loan Pool Balance with respect to all
Non-Guaranteed Undergraduate Private Loans.


        
"Non-Guaranteed Undergraduate Private Loans" means the Financed Unguaranteed
Private Loans that have been made to undergraduate students.


        
"Note Depository Agreement" means the agreement dated as of the Closing Date
relating to the Notes, among the Issuer, the Indenture Trustee, the
Administrator and The Depository Trust Company, as the initial Clearing Agency.


        
"Note Interest Rate" means, with respect to any Interest Period, (w) in
the case of any Class of Notes, the interest rate per annum equal to the lesser
of (i) the sum of (x) in the case of any Class of Notes that are T-Bill Indexed
Securities, the weighted average of the T-Bill Rates within such Interest Period
and in the case of any Class of Notes that are LIBOR Indexed Securities,
Three-Month LIBOR plus (y) the Applicable Note Margin and (ii) the Student Loan
Rate for such Interest Period. The interest rate per annum for any Class of
Notes that are T-Bill Indexed Securities will be computed on the basis of the
actual number of days elapsed in such Interest Period over a period of 365 days
(or 366 in a leap year) and in the case of any Class of Notes that are LIBOR
Indexed Securities, will be computed on the basis of the actual number of days
elapsed in the related Interest Period divided by 360. In the case of any LIBOR
Indexed Securities and the initial Interest Period, the Note Interest Rate will
equal the interest rate per annum equal to the lesser of (i) the weighted
average of (x) Three-Month LIBOR for the period from the Closing Date to but
excluding August 25, 2000 (computed on the basis of the actual number of days
elapsed in such period divided by 360) as determined on the initial LIBOR
Determination Date and (y) Three-Month LIBOR for the period from August 25, 2000
to but excluding November 27, 2000 (computed on the basis of the actual number
of days elapsed in such period divided by 360) as determined on the LIBOR
Determination Date in August 2000, in each case plus the Applicable Note Margin
and (ii) the Student Loan Rate for the initial Interest Period.


        
"Note Owner" means, with respect to a Book-Entry Note, the Person who is the
owner of such Book-Entry Note, as reflected on the books of the Clearing Agency,
or on the books of a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).


        
"Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.04 of the Indenture.


        
"Note Underwriting Agreement" means the Note Underwriting Agreement dated as of
June 15, 2000 between the Seller and the Underwriters.


        
"Noteholder" means the Person in whose name a Note is registered in the Note
Register.


        
"Noteholders' Distribution Amount" means, with respect to any
Distribution Date, the sum of the aggregate Noteholders' Interest Distribution
Amount with respect to each Class of Notes and the Noteholders' Principal
Distribution Amount for such Distribution Date.


        
"Noteholders' Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess of (i) the sum of the Noteholders' Interest
Distribution Amount on the preceding Distribution Date over (ii) the amount of
interest actually distributed to the holders of the Notes on such preceding
Distribution Date, plus interest on the amount of such excess interest due to
the holders of the Notes, to the extent permitted by law, at the weighted
average of the Note Interest Rates for the Class A Notes from such preceding
Distribution Date to the current Distribution Date.


        
"Noteholders' Interest Distribution Amount" means, with respect to any
Distribution Date and any Class of Notes, the sum of (i) the aggregate amount of
interest accrued at the applicable Note Interest Rate for the related Interest
Period on the outstanding principal balance of such Class of Notes on the
immediately preceding Distribution Date after giving effect to all principal
distributions to such Noteholders of such class on such date (or, in the case of
the first Distribution Date, on the Closing Date) and (ii) the Noteholders'
Interest Carryover Shortfall for such class and such Distribution Date;
provided, that the Noteholders' Interest Distribution Amount will not include
any Noteholders' Interest Index Carryover for such class.


        
"Noteholders' Interest Index Carryover" means, with respect to any
Distribution Date and any Class of Notes as to which the Note Interest Rate for
such Class of Notes for such Distribution Date is based on the Student Loan
Rate, the amount equal to the excess, if any, of (a) the amount of interest on
such Class of Notes that would have accrued in respect of the related Interest
Period had interest been calculated based on the T-Bill Rate, if such Class of
Notes are T-Bill Indexed Securities or Three-Month LIBOR if such Notes are LIBOR
Indexed Securities, in each case, plus the Applicable Note Margin, over (b) the
amount of interest on such Class of Notes actually accrued in respect of such
Interest Period based on the Student Loan Rate, together with the unpaid portion
of any such excess from prior Distribution Dates (and interest accrued thereon,
to the extent permitted by law, at the applicable rate calculated based on the
T-Bill Rate, in the case of T-Bill Indexed Securities or Three-Month LIBOR, in
the case of LIBOR Indexed Securities plus the Applicable Note Margin); provided,
however, that on the Final Maturity Date for such Class of Notes, the
Noteholders' Interest Index Carryover for such Class of Notes will be equal to
the lesser of (i) the Noteholders' Interest Index Carryover for such Class of
Notes on such date determined as described above and (ii) the amount of funds,
if any, required and available to be distributed to the holders for such Class
of Notes on such date pursuant to the Sale and Servicing Agreement.


        
"Noteholders' Percentage" means a fraction, expressed as a percentage, the
numerator of which is the principal amount of the Notes issued on the Closing
Date and the denominator of which is the principal amount of the Notes issued on
the Closing Date.


        
"Noteholders' Principal Distribution Amount" means, with respect to any
Distribution Date, the Principal Distribution Amount for such Distribution Date;
provided, however, that the Noteholders' Principal Distribution
Amount for the Notes will not exceed the outstanding principal balance of the
Notes. In addition, (i) on the Final Maturity Date for each related Class of
Notes, the principal required to be distributed to such Class of Notes will
include the amount required to reduce the outstanding principal balance of such
Class of Notes to zero, and (ii) on the related Distribution Date following a
sale of the Financed Student Loans pursuant to Section 9.01(a) or (c) of the
Sale and Servicing Agreement, the principal required to be distributed to the
holders of Class A-2 Notes will include the amount required to reduce the
outstanding principal balance of the Class A-2 Notes to zero.


        
"Notes" means the Class A-1 Notes and Class A-2 Notes.


        
"NSLP" means the Nebraska Student Loan Program, a Nebraska corporation.


        
"Obligor" on a Financed Student Loan means the borrower or co-borrowers of such
Financed Student Loan and any other Person who owes payments in respect of such
Financed Student Loan, including the Guarantor thereof and, with respect to any
Interest Subsidy Payment or Special Allowance Payment, if any, thereon, the
Department.


        
"Officers' Certificate" means (i) in the case of the Issuer, a certificate
signed by any two Authorized Officers of the Eligible Lender Trustee, under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01 of the Indenture, and delivered to the Indenture
Trustee, (ii) in the case of the Seller or the Administrator, a certificate
signed by any two Authorized Officers of the Seller or the Administrator, as
appropriate, (iii) in the case of the Master Servicer, a certificate signed by
any two Authorized Officers of the Master Servicer and (iv) in the case of any
Sub-Servicer, a certificate signed by any two Authorized Officers of such
Sub-Servicer.


        
"Opinion of Counsel" means (i) with respect to the Issuer, one or more written
opinions of counsel who may, except as otherwise expressly provided in the
Indenture, be employees of or counsel to the Issuer and who
shall be acceptable to the Indenture Trustee and (provided that no Securities
Insurer Default has occurred and is continuing) the Securities Insurer, and
which opinion or opinions shall be addressed to the Indenture Trustee as
Indenture Trustee and (provided that no Securities Insurer Default has occurred
and is continuing) the Securities Insurer, shall comply with any applicable
requirements of Section 11.01 of the Indenture, and shall be in form and
substance satisfactory to the Indenture Trustee and (provided that no Securities
Insurer Default has occurred and is continuing) the Securities Insurer, (ii)
with respect to the Seller, the Administrator or the Master Servicer, one or
more written opinions of counsel who may be an employee of or counsel to the
Seller, the Administrator or the Master Servicer, which counsel shall be
acceptable to the Indenture Trustee, the Eligible Lender Trustee or the Rating
Agencies, as applicable, and (provided that no Securities Insurer Default has
occurred and is continuing) the Securities Insurer and (iii) with respect to the
a Sub-Servicer, one or more written opinions of counsel who may be an employee
of or counsel to Sub-Servicer, which counsel shall be acceptable to the Master
Servicer and the Securities Insurer.


        
"Other Additional Pre-Funded Amount" means, with respect to any Distribution
Date, the amount on deposit in the Other Additional Pre-Funding Subaccount.


        
"Other Additional Pre-Funding Subaccount" has the meaning set forth in Section
5.08 of the Sale and Servicing Agreement.


        
"Other Subsequent Student Loans" means the Serial Loans (including Consolidation
Loans but not including Subsequent Pool Student Loans), Guarantee Fees Advances
and the funding of accrued interest to be capitalized made by the Seller to an
eligible borrower who has one or more existing loans under the Programs that are
Financed Student Loans and are transferred or to be transferred to the Eligible
Lender Trustee on behalf of the Issuer during the Funding Period, pursuant to
Section 2.02 of the Sale and Servicing Agreement, each of which shall be
identified on Schedule A to the related Transfer Agreement (which may be in the
form of microfiche or computer tape) and each such Schedule A shall also be
deemed to be a supplement to part II of Schedule B to the Sale and Servicing
Agreement.


        
"Outstanding" means, as of the date of determination, all Notes theretofore
authenticated and delivered under the Indenture except:


	    	        (i)  
Notes theretofore canceled by the Note Registrar or delivered to the Note
Registrar for cancellation;






	    	        (ii)  
Notes or portions thereof the payment for which money in the necessary amount
has been theretofore deposited with the Indenture Trustee or any Paying Agent in
trust for the Noteholders thereof (provided, however, that if such Notes are to
be redeemed, notice of such redemption has been duly given pursuant to the
Indenture); and







	    	        (iii)  
Notes in exchange for or in lieu of other Notes which have been authenticated
and delivered pursuant to the Indenture unless proof satisfactory to the
Indenture Trustee is presented that any such Notes are held by a bona fide
purchaser;







provided that in determining whether the Noteholders of
the requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Seller, the Administrator, the Swap Counterparty, the Cap Provider, the Master
Servicer, any Sub-Servicer or any Affiliate of any of the foregoing Persons
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Indenture Trustee either actually knows
to be so owned or has received written notice thereof shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee’s right so to act with respect to such Notes and that
the pledgee is not the Issuer, any other obligor upon the Notes, the Seller, the
Administrator, the Swap Counterparty, the Cap Provider, the Master Servicer, any
Sub-Servicer or any Affiliate of any of the foregoing Persons. 


        "Outstanding
Amount" means the aggregate principal amount of all Notes Outstanding at the
date of determination.


        
"Parity Date" means the Distribution Date on which the aggregate principal
balance of the Notes (after giving effect to all distributions pursuant to
Section 5.05(c) of the Sale and Servicing Agreement) equals the sum of the Pool
Balance and amounts on deposit in the Pre-Funding Account as of the last day of
the related Collection Period.


        
"Paying Agent" means the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 of the
Indenture and is authorized by the Issuer to make the payments to and
distributions from the Collection Account and payments of principal of and
interest and any other amounts owing on the Notes on behalf of the Issuer.


        
"Person" means any individual, corporation, estate, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.


        
"PHEAA" means the Pennsylvania Higher Education Assistance Agency, an agency of
the Commonwealth of Pennsylvania.


        
"PHEAA Sub-Servicing Agreement" means the Subservicing Agreement, dated as of
June 1, 2000, between PHEAA and the Master Servicer.


        
"PHEAA Trust Receipt" means the Trust Receipt, dated June 22, 2000, from PHEAA
acknowledging the receipt and possession of the Financed Student Loan Files
relating to the Financed Student Loans being sub-serviced by PHEAA.


        
"Physical Property" has the meaning assigned to such term in the definition of
"Delivery" above.


        
"Pool Balance" means, at any time, the aggregate principal balance of the
Financed Student Loans at the end of the preceding Collection Period (including
accrued interest thereon for such Collection Period to the extent such interest
will be capitalized upon commencement of repayment or during deferment or
forbearance), after giving effect to the following without duplication: (i) all
payments received by the Trust related to the Financed Student Loans during such
Collection Period from or on behalf of borrowers, Guarantors and the Department,
(ii) all Purchase Amounts received by the Trust related to the Financed Student
Loans for such Collection Period from the Seller or the Master Servicer (or any
Sub-Servicer acting on its behalf), (iii) all Additional Fundings made from the
Escrow Account and the Pre-Funding Account with respect to such Collection
Period and (iv) all losses realized on Financed Student Loans liquidated during
such Collection Period.


        
"Pool Factor" means as of the close of business on a Distribution Date (i) for
the Class A-1 Notes, a seven-digit decimal figure equal to the outstanding
principal balance of the Class A-1 Notes divided by the original
outstanding principal balance of the Class A-1 Notes and (ii) for the Class A-2
Notes, a seven-digit decimal figure equal to the outstanding principal balance
of the Class A-2 Notes divided by the original outstanding principal balance of
the Class A-2 Notes. The Pool Factor for each Class of Notes will be 1.0000000
as of the Closing Date; thereafter, the Pool Factor for each Class of Notes will
decrease to reflect reductions in the outstanding principal balance of such
classes of Notes.


        
"Predecessor Note" means, with respect to any particular Note, every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated
and delivered under Section 2.05 of the Indenture and in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.


        
"Preference Amount" shall having the meaning given to such term in the
Securities Guaranty Insurance Policy.


        
"Pre-Funded Amount" means, with respect to any Distribution Date, the amount on
deposit in the Pre-Funding Account.


        
"Pre-Funding Account" means the account designated as such, established and
maintained pursuant to Section 5.01(a)(iii) of the Sale and Servicing Agreement
(including, unless otherwise expressly stated, the Subsequent Pool Pre-Funding
Subaccount and the Other Additional Pre-Funding Subaccount).


        
"Prime Rate" means the rate published as the Prime Rate in The Wall Street
Journal in its Money Rates section, or if more than one Prime Rate is published
by The Wall Street Journal, the highest of such rates.


        
"Prime Rate Loans" means the Subsequent Pool Student Loans, with an aggregate
unpaid principal balance as of the Statistical Cut-off Date of $168,670,094,
that bear interest at the Prime Rate. Interest on each Prime Rate Loan is
calculated for each calendar month using the Prime Rate for the last business
day of the prior calendar month.


        
"Principal Distribution Amount" means, with respect to any Distribution Date,
the amount by which the sum of the outstanding principal balance of the Notes
exceeds the Specified Collateral Balance for such Distribution Date.


        
"Private Consolidation Guarantee Fee" means, with respect to each Private
Consolidation Loan that is guaranteed, a fee charged to the borrower to
discharge the underlying Financed Private Loans and included in the original
principal amount of such Private Consolidation Loan.


        
"Private Consolidation Loan" means a loan made by the Seller to an eligible
borrower that represents the refinancing of Financed Private Loans of such
borrower in accordance with the terms of the Programs.


        
"Private Graduate Loan Trigger Event" means, on any Distribution Date, when: (1)
a TERI Trigger Event, or (2) a Non-Guaranteed Private Graduate Loan Trigger
Event shall have occurred.


        
"Private Guarantor" means TERI.


        
"Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.


        
"Programs" means the Graduate Loan Programs and Undergraduate Loan Programs, as
in effect from time to time.


        
"Purchase Amount" means, as of the close of business on the last day of a
Collection Period, 101.75% of the amount required to prepay in full the
respective Financed Student Loan, if such Financial Student Loan is a Financed
Federal Student Loan, and 100% of the amount required to prepay in full the
respective Financed Student Loan, if such Financed Student Loan is not a
Financed Federal Student Loan, in each case under the terms thereof including
all accrued interest thereon expected to be capitalized upon entry into
repayment and any lost Interest Subsidy Payments and Special Allowance Payments
with respect thereto.


        
"Purchased Student Loan" means a Financed Student Loan purchased as of the close
of business on the last day of a Collection Period by the Master Servicer (or
any Sub-Servicer acting on its behalf) pursuant to Section 4.06 of the Sale and
Servicing Agreement or repurchased by the Seller pursuant to Section 3.02 of the
Sale and Servicing Agreement.


        
"Rating Agency" means each of Moody's, S&P and Fitch. If any such organization
or successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization or other comparable
Person designated by the Seller and (provided that no Securities Insurer Default
has occurred and is continuing) approved by the Securities Insurer, notice of
which designation shall be given to the Indenture Trustee, the Eligible Lender
Trustee, the Master Servicer and each Sub-Servicer.


        
"Rating Agency Condition" means, with respect to any action, that each Rating
Agency shall have been given 10 days' prior notice thereof (or such shorter
period as shall be acceptable to the Rating Agencies) and that none of the
Rating Agencies shall have notified the Seller, the Master Servicer, the
Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and the
Indenture Trustee in writing that such action will in and of itself result in a
reduction or withdrawal of the then current rating of the Notes (without regard
to the Securities Guaranty Insurance Policy).


        
"Rating Agency Downgrade" means, with respect to the Securities Insurer, that
the ratings of the Securities Insurer have been withdrawn, suspended or reduced
below A3, A- and A- by Moody's, Fitch and S&P, respectively.


        
"Realized Loss Amount" means (1) with respect to any Distribution Date prior to
the Parity Date an amount equal to the positive difference of any of (x) the sum
of the Pool Balance and amounts on deposit in the Pre-Funding Account as of the
last day of the second preceding Collection Period (or, in the case of the first
Distribution Date, as of the Cutoff Date), minus the sum of the Pool Balance and
amounts on deposit in the Pre-Funding Account as of the last day of the related
Collection Period, minus (y) the amount of Available Funds remaining to be
distributed as Noteholders' Principal Distribution Amount on such Distribution
Date pursuant to Section 5.05(c)(viii) of the Sale and Servicing Agreement and
(2) with respect to any Distribution Date on and after the Parity Date, an
amount equal to (A) the Noteholders' Principal Distribution Amount for such
Distribution Date minus (B) the amount of Available Funds remaining to be
distributed as Noteholders' Principal Distribution Amount on such Distribution
Date pursuant to Section 5.05(c)(viii) of the Sale and Servicing Agreement.


        
"Realized Loss Draw" means with respect to any Distribution Date, the amount of
any withdrawal from the Reserve Account on such Distribution Date pursuant to
Section 5.06(b)(vi) of the Sale and Servicing Agreement.


        
"Realized Losses" means the excess of the aggregate principal balance of any
Liquidated Student Loan plus accrued but unpaid interest thereon over the
related Liquidation Proceeds to the extent allocable to principal.


        
"Record Date" means, with respect to a Distribution Date or Redemption Date, the
close of business on the twenty-fourth day of the calendar month in which such
Distribution Date or Redemption Date occurs.


        
"Recoveries" means, with respect to any Liquidated Student Loan, moneys
collected in respect thereof, from whatever source, during any Collection Period
following the Collection Period in which such Financed Student Loan became a
Liquidated Student Loan, net of the sum of any amounts expended by the Master
Servicer (or any Sub-Servicer acting on its behalf) for the account of any
Obligor and any amounts required by law to be remitted to the Obligor.


        
"Redemption Date" means (a) in the case of a redemption of Notes pursuant to
Section 10.01(a) of the Indenture, the Distribution Date on which the Funding
Period ends (or the Distribution Date on or immediately following the last day
of the Funding Period, if the Funding Period does not end on a Distribution
Date) or (b) in the case of a payment to Noteholders pursuant to Section
10.01(b) of the Indenture, the Distribution Date specified by the Administrator
or the Issuer pursuant to Section 10.01(b) of the Indenture.


        
"Redemption Price" means (a) in the case of a redemption of the Notes pursuant
to Section 10.01(a) of the Indenture, an amount equal to the unpaid principal
amount of the Notes, plus accrued and unpaid interest thereon at the applicable
Note Interest Rate to but excluding the Redemption Date and the amount of the
Noteholders' Interest Index Carryover with respect thereto, or (b) in the case
of a payment made to Noteholders pursuant to Section 10.01(b) of the Indenture,
the amount to be so paid, but not in excess of the amount specified in clause
(a) above.


        
"Reference Bank" means a leading bank (i) engaged in transactions in Eurodollar
deposits in the international Eurocurrency market, (ii) not controlling,
controlled by or under common control with the Administrator and (iii) having an
established place of business in London.


        
"Remote Time-Sharing Services Program" means the various services and programs
made available by PHEAA to the Seller pursuant to the Society RT-SS Agreement.


        
"Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.01(a)(ii) of the Sale and Servicing Agreement.


        
"Reserve Account Initial Deposit" means $9,625,000.


        
"Responsible Officer" means, with respect to the Indenture Trustee, any officer
within the Corporate Trust Office of the Indenture Trustee, including any Vice
President, Assistant Vice President, Secretary, Assistant Secretary, or any
other officer of the Indenture Trustee customarily performing functions similar
to those performed by any of the above designated officers, with direct
responsibility for the administration of the Indenture and the other Basic
Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.


        
"S&P" means Standard and Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.


        
"Sale and Servicing Agreement" means the Sale and Servicing Agreement dated as
of June 1, 2000 among the Issuer, the Seller, the Administrator, the Eligible
Lender Trustee and the Master Servicer.


        
"Schedules of Financed Student Loans" means the listing of the Financed Student
Loans set forth in Schedules A and B to the Sale and Servicing Agreement and to
the Indenture (which Schedules may be in the form of microfiche or computer
tape), as amended or supplemented on each Transfer Date to reflect the sale to
the Eligible Lender Trustee on behalf of the Trust of the Additional Student
Loans.


        
"Securities" means the Class A-1 Notes and the Class A-2 Notes.


        
"Securities Guaranty Insurance Policy" means the unconditional,
irrevocable note guaranty insurance policy, number 32556, substantially in the
form attached to the Indenture as part of Exhibits A-1 and A-2.


        
"Securities Guaranty Insurance Policy Notice" means the "Notice," as defined in
the Securities Guaranty Insurance Policy, to be provided by the Indenture
Trustee to the Securities Insurer with respect to a Insured Payment.


        
"Securities Insurer" means MBIA Insurance Corporation.


        
"Securities Insurer Default" means (i) the failure of the Securities Insurer to
make a payment in accordance with the terms of the Securities Guaranty Insurance
Policy, or (ii) if an Insolvency Event with respect to the Securities Insurer
occurs.


        
"Seller" means Key Bank USA, National Association, a national banking
association.


        
"Seller Optional Deposit" has the meaning specified in Section 5.09 of the Sale
and Servicing Agreement.


        
"Serial Loans" means additional student loans, including Consolidation Loans,
which are made under the Programs to a borrower who is also a borrower under at
least one Financed Student Loan.


        
"Servicer's Report" means any report of the Master Servicer (or any Sub-Servicer
acting at the direction of the Master Servicer) delivered pursuant to Section
4.08(a) or (b) of the Sale and Servicing Agreement, substantially in the form
acceptable to the Administrator and (provided that no Securities Insurer Default
has occurred and is continuing) the Securities Insurer.


        
"SLS Loan" means a Financed Federal Loan designated as such that is made under
the Federal Supplemental Loans for Students Program pursuant to the Higher
Education Act.


        
"Society" means Society National Bank, predecessor in interest to the Seller and
successor in interest to Ameritrust.


        
"Society/PHEAA Servicing Agreement" means (i) the Servicing Agreement, dated
March 23, 1995, by and between PHEAA and Seller, as amended from time to time
and including all servicing schedules and other exhibits, or (ii) after the
expiration of the agreement described in clause (i), the then current service
agreement (including all servicing schedules) between Seller and PHEAA pursuant
to which PHEAA services student loans owned by Seller, or if no such service
agreement exists, the last such service agreement to be in existence, and any
references to specific sections of the Society/PHEAA Servicing Agreement shall
mean the sections of the agreement described in clause (i) of this definition or
the substantially similar provisions of the relevant agreement described in
clause (ii) of this definition.


        
"Society RT-SS Agreement" means (i) the Remote Time-Sharing Services
Agreement, dated January 28, 1992, by and between PHEAA and Society, as amended
from time to time, relating to certain Financed Student Loans, or (ii) after the
expiration of the agreement described in clause (i), the then current agreement
relating to the provision of remote time-sharing services between PHEAA and the
Seller, or if no such agreement exists, the last such agreement to be in
existence; and any references to specific sections of the Society RT-SS
Agreement shall mean the sections of the agreement described in clause (i) of
this definition or the substantially similar provisions of the relevant
agreement described in clause (ii) of this definition.


        
"Special Allowance Payments" means payments, designated as such, consisting of
effective interest subsidies by the Department in respect of the Financed
Federal Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


        
"Special Determination Date" means July 31, 2000.


        
"Special Redemption Date" means August 25, 2000.


        
"Specified Collateral Balance" means, with respect to any Distribution
Date, the sum of (a) the Pool Balance as of the last day of the related
Collection Period plus (b) the Pre-Funded Amount, as of the last day of the
related Collection Period for such Distribution Date. In the event that the
Financed Student Loans are not sold pursuant to Section 9.01(c) of the Sale and
Servicing Agreement with respect to any Distribution Date occurring on or after
the August 2010 Distribution Date, the Specified Collateral Balance will be
zero. Following the occurrence and during the continuation of a Trigger Event,
the Specified Collateral Balance will be zero.


        
"Specified Reserve Account Balance" means with respect to any Distribution Date
an amount equal to the greater of (i) 1.75% of the aggregate Outstanding Amount
and (ii) $2.0 million; provided, however, that in no event will such balance
exceed the aggregate Outstanding Amount.


        
"Stafford Loan" means a Financed Federal Loan designated as such that is made
under the Federal Stafford Loan Program in accordance with the Higher Education
Act.


        
"State" means any one of the 50 States of the United States of America or the
District of Columbia.


        
"Statistical Cutoff Date" means, May 1, 2000, with respect to the Initial
Financed Student Loans and the Subsequent Pool Student Loans.


        
"Student Loan Rate" means for any Class of Securities for any Interest Period a
rate equal to the product of (a) the quotient obtained by dividing (i) 365 (or
366 in a leap year) by (ii) the actual number of days elapsed in such Interest
Period and (b) the percentage equivalent of a fraction, (i) the numerator of
which is equal to Expected Interest Collections for the Collection Period
relating to such Interest Period, plus any Net Trust Swap Receipt actually
received by the Trust with respect to the related Collection Period, less the
sum of the Master Servicing Fees, the premiums due to the Securities Insurer and
the Administration Fee payable on the related Distribution Date and any Master
Servicing Fees paid on the two preceding Monthly Servicing Payment Dates during
the related Collection Period, minus any Net Trust Swap Payment due to the Swap
Counterparty for the related Collection Period, and (ii) the denominator of
which is the outstanding principal balance of the Securities as of the first day
of such Interest Period.


        
"Subsequent Cutoff Date" means the day specified in the related Transfer
Agreement as of which principal and interest accruing with respect to an
Additional Student Loan is to be transferred to the Eligible Lender Trustee on
behalf of the Issuer pursuant to Section 2.02 of the Sale and Servicing
Agreement.


        
"Subsequent Pool Pre-Funded Amount" means, with respect to any Distribution
Date, the amount on deposit in the Subsequent Pool Pre-Funding Subaccount.


        
"Subsequent Pool Pre-Funding Subaccount" has the meaning set forth in Section
5.08 of the Sale and Servicing Agreement.


        
"Subsequent Pool Student Loans" means any graduate or undergraduate student
loans listed on the Schedule of the Subsequent Pool Student Loans on the Closing
Date as set forth in Schedule B to the Sale and Servicing Agreement (which
Schedule may be in the form of microfiche or computer tape), as such schedule
may be amended or supplemented, which student loans the Seller intends to
transfer to the Eligible Lender Trustee on behalf of the Issuer pursuant to
Section 2.02 of the Sale and Servicing Agreement, each of which shall be
identified on Schedule A to the related Transfer Agreement.


        
"Sub-Servicer" initially means each of PHEAA, in its capacity as sub-servicer of
the Financed Student Loans it services on behalf of the Master Servicer pursuant
to the PHEAA Sub-Servicing Agreement, and Great Lakes, as sub-servicer of the
Financed Student Loans it services on behalf of the Master Servicer pursuant to
the Great Lakes Sub-Servicing Agreement, as applicable, and such other
Sub-Servicers as may, from time to time, be appointed by the Master Servicer as
Sub-Servicers in accordance with the provisions of Section 4.13 of the Sale and
Servicing Agreement.


        
"Successor Administrator" has the meaning specified in Section 3.07(e) of the
Indenture.


        
"Successor Master Servicer" has the meaning specified in Section 3.07(e) of the
Indenture.


        
"Swap Counterparty" means Key Bank USA, National Association in its capacity as
the swap counterparty under the Interest Rate Swap, and any replacement swap
counterparty acceptable to the Securities Insurer (provided that no Securities
Insurer Default has occurred and is continuing) and appointed in accordance with
the terms of the Interest Rate Swap.


        
"T-Bill Indexed Securities" means none.


        
"T-Bill Rate" means, on any day, the weighted average per annum discount rate
(expressed on a bond equivalent basis and applied on a daily basis) for 91-day
Treasury Bills sold at the most recent 91-day Treasury Bill auction prior to
such date as reported by the U.S. Treasury Department. In the event that the
results of the auctions of 91-day Treasury Bills cease to be published or
reported as provided above, or that no such auction is held in a particular
week, then the "T-Bill Rate" in effect as a result of the last such publication
or report shall remain in effect until such time, if any, as the results of
auctions of 91-day Treasury Bills shall again be so published or reported or
such an auction is held, as the case may be. The T-Bill Rate shall be subject to
a Lock-In Period of six Business Days.


        
"Telerate Page 3750" means the display page so designated on the Bridge Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices) or such comparable page on a
comparable service.


        
"TERI" means The Education Resources Institute, Inc., a Massachusetts non-profit
corporation.


        
"TERI Trigger Event" means, on any Distribution Date, when the cumulative
Realized Losses on any of the Guaranteed Private Loans that are guaranteed by
TERI exceeds 20% of the Initial Financed Student Loan Pool Balance consisting of
all Guaranteed Private Loans that are guaranteed by TERI; provided, however,
that a TERI Trigger Event shall not have occurred if TERI is continuing to pay
claims with respect to all Guaranteed Private Loans guaranteed by TERI.


        
"Termination Event" has the meaning specified in the Interest Rate Swap.


        
"Termination Payment" has the meaning specified in the Interest Rate Swap.


        
"Three-Month LIBOR" means the London interbank offered rate for deposits in U.S.
dollars having a maturity of three months commencing on the related LIBOR
Determination Date (the "Index Maturity") which appears on Telerate Page 3750 as
of 11:00 a.m., London time, on such LIBOR Determination Date. If such rate does
not appear on Telerate Page 3750, the rate for that day will be determined on
the basis of the rates at which deposits in U.S. dollars, having the Index
Maturity and in a principal amount of not less than U.S. $1,000,000, are offered
at approximately 11:00 a.m., London time, on such LIBOR Determination Date to
prime banks in the London interbank market by the Reference Banks. The
Administrator will request the principal London office of each of such Reference
Banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that day will be the arithmetic mean of the quotations.
If fewer than two quotations are provided, the rate for that day will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Administrator, at approximately 11:00 a.m., New York City time, on such
LIBOR Determination Date for loans in U.S. dollars to leading European banks
having the Index Maturity and in a principal amount equal to an amount of not
less than U.S. $1,000,000; provided that if the banks selected as aforesaid are
not quoting as mentioned in this sentence, Three-Month LIBOR in effect for the
applicable Interest Period will be Three-Month LIBOR in effect for the previous
Interest Period.


        
"TIA" means the Trust Indenture Act of 1939, as amended.


        
"Transfer Agreement" has the meaning specified in Section 2.02(b) of the Sale
and Servicing Agreement.


        
"Transfer Date" means the Closing Date, the fifteenth day (or, if such day is
not a Business Day, the next succeeding Business Day) of any month or any other
date designated by the Seller as a date on which Additional Student Loans will
be conveyed to the Eligible Lender Trustee on behalf of the Trust pursuant to
Section 2.02 of the Sale and Servicing Agreement.


        
"Transferred Balance" has the meaning assigned to such term in Section 5.08 of
the Sale and Servicing Agreement.


        
"Treasury Regulations" means regulations, including proposed or temporary
regulations, promulgated under the Code. References in any document or
instrument to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.


        
"Trigger Event" means, on any Distribution Date, when: (1) a Non-Guaranteed
Private Undergraduate Loan Trigger Event has occurred, or (2) a Private Graduate
Loan Trigger Event has occurred; provided, however, that if all three Ratings
Agencies and the Securities Insurer consent in writing, no Trigger Event shall
have occurred with respect to such Distribution Date.


        
"Trust" means the Issuer, established pursuant to the Trust Agreement.


        
"Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), including the Reserve Account Initial Deposit and the
Pre-Funded Amount and all proceeds of the foregoing.


        
"Trust Accounts" has the meaning specified in Section 5.01 of the Sale and
Servicing Agreement.


        
"Trust Agreement" means the Trust Agreement dated as of May 31, 2000 as amended
and restated by the Amended and Restated Trust Agreement dated as of June 1,
2000, each between the Depositor and the Eligible Lender Trustee.


        
"Trust Certificate" means a Certificate.


        
"Trust Estate" means all right, title and interest of the Trust (or the Eligible
Lender Trustee on behalf of the Trust) in and to the property and rights
assigned to the Trust pursuant to Article II of the Sale and Servicing
Agreement, all funds on deposit from time to time in the Trust Accounts and all
other property of the Trust from time to time, including any rights of the
Eligible Lender Trustee and the Trust pursuant to the Sale and Servicing
Agreement and the Administration Agreement.


        
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force
on the date hereof, unless otherwise specifically provided.


        
"Trust Receipts" means the collective reference to the Great Lakes Trust Receipt
and the PHEAA Trust Receipt.


        
"Trust Swap Payment Amount" means, with respect to any Distribution Date, the
sum of (i) the Net Trust Swap Payment for such Distribution Date and (ii) the
Net Trust Swap Payment Carryover Shortfall for such Distribution Date; provided,
however, that Termination Payments (other than the portion thereof consisting of
amounts in clauses (i) and (ii) above) shall not be deemed to be part of the
Trust Swap Payment Amount.


        
"Trust Swap Receipt Amount" means, with respect to any Distribution Date, the
sum of (i) the Net Trust Swap Receipt for such Distribution Date and (ii) the
Net Trust Swap Receipt Carryover Shortfall for such
Distribution Date.


        
"UCC" means, unless the context otherwise requires, the Uniform Commercial Code,
as in effect in the relevant jurisdiction, as amended from time to time.


        
"Undergraduate Loan Programs" means the "Key Alternative Loan Program," pursuant
to which the Seller made loans to students enrolled in approved or accredited
undergraduate institutions. 


        
"USAF" means United Student Aid Fund, Inc., an Indiana corporation.


        
"Underwriters" shall mean Deutsche Bank Securities Inc. and McDonald Investments
Inc., a wholly-owned subsidiary of KeyCorp.


        
"Underwriting Agreement" shall mean the Note Underwriting Agreement.


        
"Underwriter Information" shall have the meaning given to such term in Section
2(b) of the Underwriting Agreement.





SCHEDULE A

TO THE

SALE AND SERVICING AGREEMENT





Schedule of Initial Financed Student Loans

Delivered to the Indenture Trustee.





SCHEDULE B

TO THE

SALE AND SERVICING AGREEMENT



PART I



Schedule of Subsequent Pool Student Loans

Delivered to the Indenture Trustee



PART II



Schedule of Other Subsequent Student Loans

To be included on Schedule A to each related Transfer Agreement.








SCHEDULE C

TO THE

SALE AND SERVICING AGREEMENT




Location of Financed Student Loan Files - PHEAA


       Documents relating to the Financed Student Loans being sub-serviced by PHEAA on behalf of the Master Servicer pursuant to the PHEAA Sub-Servicing Agreement (including original notes) are
stored at PHEAA's facility at 1200 North 7th Street, Harrisburg, Pennsylvania
17102.




Location of Financed Student Loan Files - Great Lakes


Documents relating to the Financed Student Loans being sub-serviced by Great
Lakes on behalf of the Master Servicer pursuant to the Great Lakes Sub-Servicing
Agreement(including original notes) are stored at Great Lakes’ facilities
at 2401 International Lane, Madison, Wisconsin 53704, and, on behalf of Great
Lakes, at the offices of Datakeep Inc., 2538 Daniels Street, Madison, Wisconsin
53718.






SCHEDULE D

TO THE

SALE AND SERVICING AGREEMENT




Master Servicing or Sub-Servicing Provisions to be Audited Pursuant to Section 4.10
Sections 3.03, 3.04, 4.01, 4.02, 4.03, 4.06, 4.08, 5.02 and 5.03 of the Sale and
Servicing Agreement (but only to the extent that the Master Servicer has
performed such duties) [otherwise to be included as part of the applicable
Sub-Servicer’s audit report to be provided pursuant to Section 4.10 of this
Agreement and the related Sub-Servicing Agreement].




Administrative Provisions to be Audited Pursuant to Section 4.10


Sections 4.04, 4.08, 5.05, 5.06, 5.07 and 5.08 of the Sale and Servicing Agreement.


Sections 1(a)(xx), 1(b)(iii), 2 and 3 of the Administration Agreement.






SCHEDULE E

TO THE

SALE AND SERVICING AGREEMENT



        1.    Fees. The
Master Servicing Fee payable to the Master Servicer on each Monthly Servicing
Payment Date in accordance with Sections 4.07 and 5.05(b)(ii) and (c)(ii) of the
Sale and Servicing Agreement shall be equal to 0.0416666% (0.50% on an
annualized basis) (the “Master Servicing Fee Percentage”) of the Pool
Balance as of the last day of the preceding calendar month (the “Master
Servicing Fee”). 


        2.    
Adjustments. If a demonstrable and significant increase occurs in the
costs incurred by the Master Servicer in providing and/or arranging for the
services to be provided under the Sale and Servicing Agreement, whether due to
changes in applicable governmental regulations, guarantor program requirements
or regulations, United States Postal Service postage rates or some other
identifiable cost increasing event, the Seller, the Eligible Lender Trustee on
behalf of the Trust and the Master Servicer shall negotiate in good faith a
reasonable increase in the Master Servicing Fee Percentage to reflect the
increased costs of the Master Servicer provided that, such increase shall be
approved by the Securities Insurer (provided that no Securities Insurer Default
has occurred and is continuing) and such consent will not be unreasonably
withheld.





EXHIBIT A

TO THE

SALE AND SERVICING AGREEMENT









Form of Noteholders' Statement

pursuant to Section 5.07 of Sale

and Servicing Agreement (capitalized

terms used herein are defined in

Appendix A thereto)                                



     Distribution Date:___________________


     (i) Amount of principal
being paid or distributed in respect of the Class A-1 Notes:___________
($_______ per $1,000 original principal amount of Class A-1 Notes)


     (ii) Amount of principal
being paid or distributed in respect of the Class A-2 Notes:___________
($_______ per $1,000 original principal amount of Class A-2 Notes)


     (iii) Amount of interest being paid or distributed in respect of the Class A-1
Notes:___________ ($_______ per $1,000 original principal amount of Class A-1
Notes)


     (iv) Amount of interest being paid or
distributed in respect of the Class A-2 Notes:___________ ($_______ per $1,000
original principal amount of Class A-2 Notes)


     (v) Amount of
Noteholders' Interest Index Carryover being paid or distributed (if any) and
amount remaining (if any):


	    	        (1)  
Distributed to Class A-1 Noteholders: _______($_______ per $1,000 original
principal amount of Class A-1 Notes)






	    	        (2)  
Distributed to Class A-2 Noteholders: _______($_______ per $1,000 original
principal amount of Class A-2 Notes)






	    	        (3)  
Balance on Class A-1 Notes:__________ ($_______ per $1,000 original
principal amount of Class A-1 Notes)






	    	        (4)  
Balance on Class A-2 Notes:__________ ($_______ per $1,000 original
principal amount of Class A-2 Notes)







     (vi) Payments made under
the Cap Agreement on such date: _______________ ($______________ with respect to
the Class A-1 Notes and, $___________ with respect to Class A-2 Notes,); and the
total outstanding amount owed to the Cap Provider: $________________.


     (vii) Pool Balance at
the end of the related Collection Period:________


     (viii) After giving
effect to distributions on this Distribution Date:


	    	        (a)     (1)  
outstanding principal amount of Class A-1 Notes:____________






	    	                (2)  
Pool Factor for the Class A-1 Notes:____________






	    	        (b)     (1)  
outstanding principal amount of Class A-2 Notes:____________






	    	                (2)  
Pool Factor for the Class A-2 Notes:____________






     (ix) Note Interest Rate for the Notes:


          (a) In general:


	    	        [(1)  
T-Bill Rate for the period from the previous Distribution Date to this
Distribution Date was _____%;]





	    	        or




	    	        [(1)  
Three-Month LIBOR for the period from the previous Distribution Date to this
Distribution Date was ___% [in the case of the initial Interest Period
Three-Month LIBOR was _____% for the period from the Closing Date to but
excluding August 25, 2000 and _____% for the period from and including August
25, 2000 to but excluding November 27, 2000] and]






	    	        [(2)]  
 the Student Loan Rate was _____%.[1][2]







          (b)  Note Interest Rate for the Class
A-1 Notes: ______% (based on [T-Bill Rate][Three-Month LIBOR][Student Loan
Rate])


          (c)  Note Interest Rate for the Class A-2 Notes __% (based on [T-bill Rate]
[Three-Month LIBOR][Student Loan Rate]


     (x)  Amount of Master Servicing Fee for related Collection Period: ____________
($_______ per $1,000 original principal amount of Class A-1 Notes and $_________
per $1,000 original principal balance of Class A-2 Notes);


     (xi)  Amount of Administration Fee for related Collection Period:____________
($_______ per $1,000 original principal amount of Class A-1 Notes and $_________
per $1,000 original principal balance of Class A-2 Notes);


     (xii) (a) Aggregate amount of Realized Losses (if any) for the related
Collection Period: _______________________________


          (b) Balance of Financed Student Loans that are delinquent in each delinquency
period as of the end of the related Collection Period: ________________________


     [(xiii)  Amount in the Pre-Funding Account:_________]1


     [(xiv)  (a) Amount remaining in the
Subsequent Pool Pre-Funding Subaccount not used to acquire Subsequent Pool
Student Loans: ______;


          (b) Amount of (a)
to be paid to the holders of the Class A-1 Notes: __________]2


          (c) Amount of (a)
to be paid to the holders of the Class A-2 Notes: ________; and


     [(xv) Amount in the Pre-Funding Account at the
end of the Funding Period to be distributed as a payment of principal in respect
of the Notes:__________]3


     (xvi) Amount of the Insurer Premium paid to the
Securities Insurer on such Distribution Date $___________.


     (xvii) Amount received from the Securities
Insurer with respect to the Securities Guaranty Insurance Policy
$_____________.


     (xviii) Amount paid to the Securities Insurer
in reimbursement of all Insured Payments made pursuant to the Securities
Guaranty Insurance Policy $_____________.


     (xix) the Trust Swap Payment Amount paid to the
Swap Counterparty on such Distribution Date: $___________; the amount of any Net
Trust Swap Payment Carryover Shortfall for such Distribution Date: $___________;
the Trust Swap Receipt Amount paid to the Trust on such Distribution Date:
$___________; the Net Trust Swap Receipt Carryover Shortfall for such
Distribution Date: $___________; and the amount of any Termination Payment
either paid by or made to the Trust on such Distribution Date: $___________.


_________________

	1
	
     To be included for each Distribution Date during the Funding Period.







	2
	
     To be included for First Distribution Date only.








	3
	
     To be included for the Distribution Date on or
immediately following the end of the Funding Period.












EXHIBIT B

TO THE

SALE AND SERVICING AGREEMENT




[RESERVED]






EXHIBIT C

TO THE

SALE AND SERVICING AGREEMENT




[RESERVED]






EXHIBIT D

TO THE

SALE AND SERVICING AGREEMENT




     ASSIGNMENT


          For value
received, in accordance with the Sale and Servicing Agreement (the "Sale and
Servicing Agreement") dated as of June 1, 2000, among the undersigned, as seller
(the "Seller"), as master servicer (the "Master Servicer") and as administrator
(the "Administrator"), KeyCorp Student Loan Trust 2000-A (the "Trust"), and Bank
One, National Association, not in its individual capacity but solely as Eligible
Lender Trustee (the "Eligible Lender Trustee"), the undersigned (the Seller, as
beneficial owner, and Bank One, National Association, as eligible lender trustee
on behalf of the Seller) does hereby sell, assign, transfer and otherwise convey
unto the Eligible Lender Trustee on behalf of the Trust, without recourse
(subject to the obligations set forth in the Sale and Servicing Agreement), all
right, title and interest of the undersigned in and to (i) the Initial Financed
Student Loans and all obligations of the Obligors thereunder including all
moneys paid thereunder on or after the Cutoff Date, (ii) the Assigned Rights,
(iii) all funds on deposit from time to time in the Trust Accounts, including
the Reserve Account Initial Deposit and the Pre-Funded Amount and in all
investments and proceeds thereof (including all income thereon) and (iv) the
proceeds of any and all of the foregoing (including proceeds derived from the
voluntary or involuntary conversion of any of the Initial Financed Student Loans
into cash or other liquidated property, such as proceeds from the applicable
Guarantee Agreement. The foregoing sale does not constitute and is not intended
to result in any assumption by the Eligible Lender Trustee or the Trust of any
obligation of the Seller to the Obligors with respect to Initial Financed
Student Loans or any other person in connection with the Initial Financed
Student Loans or any agreement or instrument relating to any of them.


          In addition, the undersigned, by execution of this instrument, hereby endorses the promissory notes evidencing each Initial Financed Student Loan described in Schedule A to the Sale and
Servicing Agreement in favor of the Eligible Lender Trustee on behalf of the
Trust, without recourse (subject to the obligations set forth in the Sale and
Servicing Agreement) against the undersigned. This endorsement may be effected
by attaching a facsimile hereof to each or any of such promissory notes.


          
This Assignment is made pursuant to and upon the representations, warranties and
agreements on the part of the undersigned contained in the Sale and Servicing
Agreement and is to be governed by the Sale and Servicing Agreement.


          
Capitalized terms used but not defined herein shall have the meaning assigned to
them in Appendix A to the Sale and Servicing Agreement, which also contains
rules as to usage that shall be applicable herein.





          IN WITNESS
WHEREOF, the undersigned has caused this Assignment to be duly executed as of
June 22, 2000.



	  
	KEY BANK USA, NATIONAL

ASSOCIATION, as Seller





By:                                         
                    

        Name:

        Title:








	  
	BANK ONE, NATIONAL ASSOCIATION,

as eligible lender trustee





By:                                         
                    

        Name:

        Title:










EXHIBIT E

TO THE

SALE AND SERVICING AGREEMENT

TRANSFER AGREEMENT




          TRANSFER No. ____ OF ADDITIONAL STUDENT LOANS
dated as of ________ ___, 20___ among KEYCORP STUDENT LOAN TRUST 2000-A, a
Delaware statutory business trust (the "Issuer"), KEY BANK USA, NATIONAL
ASSOCIATION, a national banking association, as seller (the "Seller"), BANK ONE,
NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as Eligible Lender Trustee of the Issuer (the "Eligible
Lender Trustee"), and KEY BANK USA, NATIONAL ASSOCIATION, a national banking
association, as administrator (the "Administrator").



W I T N E S S E T H:


          WHEREAS the
Issuer, the Seller, the Eligible Lender Trustee, the Master Servicer and the
Administrator are parties to the Sale and Servicing Agreement dated as of June
1, 2000 (as amended or supplemented, the "Sale and Servicing Agreement");


          WHEREAS the
Seller, as depositor, and the Eligible Lender Trustee are parties to the Amended
and Restated Trust Agreement dated as of June 1, 2000 (as amended or
supplemented, the "Trust Agreement");


          WHEREAS pursuant
to the Sale and Servicing Agreement, the Seller wishes to convey the Additional
Student Loans referred to in Section 2 of this Agreement (the "Additional
Student Loans") to the Eligible Lender Trustee on behalf of the Issuer; and


          WHEREAS, the
Eligible Lender Trustee and the Issuer are willing to accept such conveyance
subject to the terms and conditions hereof.


          NOW, THEREFORE,
the parties hereto hereby agree as follows:


          1.     Definitions
and Usage. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in Appendix A to the Sale and Servicing
Agreement, which also contains rules of construction and usage that shall be
applicable herein.


          In addition, the
following terms have the following meanings:


          "Subsequent
Cutoff Date" means, with respect to each Additional Student Loan, the date
specified as such on Schedule A hereto.


          "Transfer
Date" means, with respect to the Additional Student Loans, ______________,
____.


          
2.     Schedules of Financed Student Loans. Attached hereto as Schedule A is a
supplement to Schedule B to the Sale and Servicing Agreement listing the
Additional Student Loans to be conveyed on
the Transfer Date to the Eligible Lender Trustee on behalf of the Issuer
pursuant to this Agreement.


          
3.     Conveyance of Additional Student Loans. In consideration of the Issuer's
delivery to or upon the order of the Seller of $__________, the Seller does
hereby sell, transfer, assign, set over and otherwise convey, without recourse
(except as expressly provided in the Sale and Servicing Agreement), to the
Eligible Lender Trustee on behalf of the Issuer:


	 	       (a)    
all right, title and interest of the Seller in and to each Additional
Student Loan, and all moneys received thereon, on and after the related
Subsequent Cutoff Date; and 




	 	       (b)    
the proceeds of any and all of the foregoing.






          4.     
Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Issuer as of the date of this Agreement and as of
the Transfer Date that:


	 	       (a)    
Organization and Good Standing. The Seller is duly organized and validly
existing as a national banking association in good standing under the laws of
the United States of America, with the power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and has, the
power, authority and legal right to acquire and own the Additional Student
Loans.





	 	       (b)    
Power and Authority. The Seller has the corporate power and authority to execute
and deliver this Agreement and to carry out its terms; the Seller has full
corporate power and corporate authority to sell and assign the property to be
sold and assigned to and deposited with the Issuer (or with the Eligible Lender
Trustee on behalf of the Issuer) and the Seller has duly authorized such sale
and assignment to the Issuer (or to the Eligible Lender Trustee on behalf of the
Issuer) by all necessary corporate action; and the execution, delivery and
performance of this Agreement have been duly authorized by the Seller by all
necessary corporate action.





	 	       (c)    
Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of the Seller enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization and similar laws relating to
creditors' rights generally or the rights of creditors of banks the deposit
accounts of which are insured by the FDIC and subject to general principles of
equity.





	 	       (d)    
No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, nor constitute (with or
without notice or lapse of time or both) a default under, the articles of
association or by-laws of the Seller, or any indenture, agreement or other
instrument to which the Seller is a party or by which it shall be bound which
breach or default would reasonably be expected to have a material adverse effect
on the condition of Key Bank USA, National Association, financial or otherwise,
or adversely affect the transactions contemplated by this Agreement or any other
Basic Document; nor result in the creation or imposition of any Lien upon any of
its properties pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Basic Documents); nor violate any law or,
to the knowledge of the Seller, any order, rule or regulation applicable to the
Seller of any court or of any Federal or State regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Seller
or its properties.





	 	       (e)    
No Proceedings. There are no proceedings or to its best knowledge investigations
pending against the Seller or, to its best knowledge, threatened against the
Seller, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its
properties: (i) asserting the invalidity of this Agreement, the Indenture or any
of the other Basic Documents or the Notes, (ii) seeking to prevent the issuance
of the Notes or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any
determination or ruling that could reasonably be expected to have a material and
adverse effect on the performance by the Seller of its obligations under, or the
validity or enforceability of, this Agreement, the Indenture, any of the other
Basic Documents or the Notes or (iv) seeking to affect adversely the Federal or
State income tax attributes of the Issuer, the Notes.





	 	       (f)    
All Consents. All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by the Seller in connection with the execution and delivery by the Seller
of this Agreement and the performance by the Seller of the transactions
contemplated by this Agreement have been duly obtained, effected or given and
are in full force and effect.





	 	       (g)    
Principal Balance. The aggregate principal balance of the Additional Student
Loans listed on Schedule A attached hereto and conveyed to the Eligible Lender
Trustee on behalf of the Issuer pursuant to this Agreement as of their
respective Subsequent Cutoff Dates is $___________.






          
5.   Conditions Precedent. The obligation of the Issuer to
acquire the Additional Student Loans hereunder is subject to the satisfaction,
on or prior to the Transfer Date, of the following conditions precedent:


	 	       (a)    
Representations and Warranties. Each of the representations and warranties made
by the Seller in Section 4 of this Agreement and in Section 3.01 of the Sale and
Servicing Agreement shall be true and correct as of the date of this Agreement
and as of the Transfer Date.





	 	       (b)    
Sale and Servicing Agreement Conditions. Each of the conditions set forth
in Section 2.02(b) of the Sale and Servicing Agreement shall have been
satisfied.





	 	       (c)    
Delivery of Assignment. The Seller shall have delivered an Assignment
substantially in the form of Annex A hereto.





	 	       (d)    
                 Additional Information.  The Seller shall have delivered to the Issuer such information as was reasonably requested by the Issuer to satisfy itself as to (i) the accuracy of the
representations and warranties set forth in Section 4 of this Agreement and in
Section 3.01 of the Sale and Servicing Agreement and (ii) the satisfaction of
the conditions set forth in this Section 5.






          6.     
Ratification of Agreement.  As supplemented by this Agreement, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so
supplemented by this Agreement shall be read, taken and construed as one and the
same instrument.


          7.     
7. Counterparts. This Agreement may be executed in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
together shall constitute but one and the same instrument.


          8.     
Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


          9.     
Headings. The section headings hereof have been inserted for convenience
of reference only and shall not be construed to affect the meaning, construction
or effect of this Agreement.






           IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective duly authorized officers as of the day and the
year first above written.


	 	KEYCORP STUDENT LOAN TRUST 2000-A,





	  	by BANK ONE, NATIONAL ASSOCIATION,
                         not in its individual capacity but solely
                         as Eligible Lender Trustee,





	  	           By:           
              
              
              
             

        Name:

        Title:
 




	 	KEY BANK USA, NATIONAL ASSOCIATION,

                         Seller,





	 	           By:           
              
              
              
             

        Name:

        Title:
 




	 	 KEY BANK USA, NATIONAL ASSOCIATION,

                          Administrator,





	 	           By:           
              
              
              
             

        Name:

        Title:
 





	 	 BANK ONE, NATIONAL ASSOCIATION,

                          not in its individual capacity but solely as Eligible

                          Lender Trustee,
                         




	 	           By:           
              
              
              
             

        Name:

        Title:
 





Acknowledged and accepted as

of the date first above written:


BANKERS TRUST COMPANY,

not in its individual

capacity but solely as

Indenture Trustee,




By:            
             
             
            

        Name:

        Title:









SCHEDULE A

 TO THE

TRANSFER AGREEMENT NO. ___



          
[List of Additional Student Loans and their related Subsequent Cutoff Dates]
























ANNEX A

TO THE TRANSFER AGREEMENT







      ASSIGNMENT


          For value received, in accordance with the Sale and Servicing Agreement (the "Sale and Servicing Agreement") dated as of June 1, 2000, among the undersigned, as seller (the "Seller"),and as
administrator (the "Administrator"), KeyCorp Student Loan Trust 2000-A (the
"Trust"), and Bank One, National Association, not in its individual capacity but
solely as Eligible Lender Trustee (the "Eligible Lender Trustee"), and the
Transfer Agreement No. ____ dated as of ___, 20___ (the "Transfer Agreement") among
the Seller, the Administrator, the Trust and the Eligible Lender Trustee, the
undersigned does hereby sell, assign, transfer and otherwise convey
unto the Eligible Lender Trustee on behalf of the Trust, without recourse
(subject to the obligations set forth in the Sale and Servicing Agreement), all
right, title and interest of the undersigned in and to (i) the Additional
Student Loans (as such term is defined in the Transfer Agreement) and all moneys
received thereon, on and after each applicable Subsequent Cutoff Date (as such
term is defined in the Transfer Agreement) and (ii) the proceeds of any and all
of the foregoing (including but not limited to proceeds derived from the
voluntary or involuntary conversion of any of the Additional Student Loans into
cash or other liquidated property, such as proceeds from the applicable
Guarantee Agreement (as such term is defined in the Transfer Agreement)). The
foregoing sale does not constitute and is not intended to result in any
assumption by the Eligible Lender Trustee or the Trust of any obligation of the
Seller to the borrowers of such Additional Student Loans or any other person in
connection with the Additional Student Loans or any agreement or instrument
relating to any of them.


           In addition, the
undersigned, by execution of this instrument, hereby endorses the promissory
notes evidencing each Additional Student Loan described in Schedule A to the
Transfer Agreement in favor of the Eligible Lender Trustee on behalf of the
Trust, without recourse (subject to the obligations set forth in the Sale and
Servicing Agreement) against the undersigned. This endorsement may be effected
by attaching a facsimile hereof to each or any of such promissory notes.


           This Assignment
is made pursuant to and upon the representations, warranties and agreements on
the part of the undersigned contained in the Sale and Servicing Agreement and
the Transfer Agreement and is to be governed by the Sale and Servicing Agreement
and the Transfer Agreement.


           Capitalized
terms used but not defined herein shall have the meaning assigned to them in the
Transfer Agreement.







           IN WITNESS
WHEREOF, the undersigned has caused this Assignment to be duly executed as of
___, 20___.


	 	KEY BANK USA, NATIONAL ASSOCIATION,

as Seller




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