EXHIBIT 4.4


Exhibit 4.4



EXECUTION COPY











MBIA INSURANCE CORPORATION,

as Insurer





KEY BANK USA, NATIONAL ASSOCIATION,

as Master Servicer, Seller, Administrator and Depositor





KEYCORP STUDENT LOAN TRUST 2000-A,

as Issuer





BANK ONE, NATIONAL ASSOCIATION,

as Eligible Lender Trustee





and





BANKERS TRUST COMPANY,

as Indenture Trustee





INSURANCE AGREEMENT





$550,000,000

KeyCorp Student Loan Trust 2000-A

Floating Rate Asset-Backed Notes

Class A-1 and A-2





Dated as of June 1, 2000






Article I


	DEFINITIONS 	  	1 






Article II



REPRESENTATIONS, WARRANTIES AND COVENANTS


	Section 2.01.	Representation and Warranties of the Issuer, the Master
Servicer, the Seller, the Administrator and the Depositor 	  	 

5 


	Section 2.02. 	Affirmative Covenants of the Issuer, the Master
Servicer, the Seller, the Administrator and the Depositor 	  	 

10 


	Section 2.03. 	Negative Covenants of the Issuer, the Master Servicer,
the Seller and the Depositor 	  	16 


	Section 2.04. 	Representations, Warranties and Covenants of Eligible
Lender Trustee 	  	17 


	Section 2.05.	Representations, Warranties and Covenants of Indenture
Trustee 	  	19 




Article III



THE POLICY; REIMBURSEMENT


	Section 3.01. 	Issuance of the Policy 	  	21 


	Section 3.02. 	Payment of Fees and Premium 	  	23 


	Section 3.03. 	Reimbursement and Additional Payment Obligation 	  	24 


	Section 3.04.	Indemnification; Limitation of Liability 	  	26 


	Section 3.05.	Payment Procedure 	  	28 





Article IV



FURTHER AGREEMENTS


	Section 4.01. 	Effective Date; Term of the Insurance Agreement 	  	29 


	Section 4.02. 	Further Assurances and Corrective Instruments 	  	29 


	Section 4.03. 	Obligations Absolute 	  	29 


	Section 4.04. 	Assignments; Reinsurance; Third-party Rights 	  	31 


	Section 4.05.	Liability of the Insurer 	  	32 


	Section 4.06.	Parties Will Not Institute Insolvency Proceedings 	  	32 


	Section 4.07. 	Eligible Lender Trustee, Indenture Trustee, Depositor,
Administrator, Seller, Issuer and Master Servicer To Join in Enforcement
Action 	  	 

32 


	Section 4.08. 	Subrogation 	  	32 





Article V



DEFAULTS; REMEDIES


	Section 5.01. 	Defaults 	  	33 


	Section 5.02. 	Remedies; No Remedy Exclusive 	  	34 


	Section 5.03. 	Waivers 	  	35 





Article VI



MISCELLANEOUS


	Section 6.01. 	Amendments, Etc. 	  	35 


	Section 6.02. 	Notices 	  	35 


	Section 6.03. 	Severability 	  	37 


	Section 6.04. 	Governing Law 	  	37 


	Section 6.05. 	Consent to Jurisdiction 	  	37 


	Section 6.06.	Consent of the Insurer 	  	38 


	Section 6.07. 	Counterparts 	  	38 


	Section 6.08. 	Headings 	  	38 


	Section 6.09. 	Trial by Jury Waived 	  	38 


	Section 6.10. 	Limited Liability 	  	38 


	Section 6.11.	Entire Agreement 	  	39 




INSURANCE AGREEMENT


         THIS
INSURANCE AGREEMENT (this “Insurance Agreement”) dated as of June 1,
2000 by and among Key Bank USA, National Association, in its capacity
as Seller (together with its permitted successors and assigns, the
“Seller”), Key Bank USA, National Association, in its capacity
as Master Servicer (together with its permitted successors and assigns, the
“Master Servicer”), Key Bank USA, National Association, in its
capacity as Administrator ator (together with its permitted successors and
assigns, the “Administrator”), Key Bank USA, National
Association, in its capacity as the Depositor (together with its
permitted successors and assigns, the “Depositor”), KeyCorp Student
Loan Trust 2000-A, as Issuer (the “Issuer”), MBIA Insurance
Corporation, in its capacity as Insurer (the “Insurer”), Bank
One, National Association, in its capacity as Eligible Lender Trustee (the
“Eligible Lender Trustee”), and Bankers Trust Company, in its
capacity as Indenture Trustee (the “Indenture Trustee”). 


        WHEREAS, the
Indenture dated as of June 1, 2000 (the “Indenture”), between the
Issuer and the Indenture Trustee relating to the KeyCorp Student Loan Trust
2000-A, Floating Rate Asset Backed Notes, Class A-1 and A-2 (the
“Securities”), provides for, among other things, the issuance of
student loan asset-backed notes, and the Insurer has issued its note guaranty
insurance policy (the “Policy”) that guarantees certain payments due
from the Issuer on the Securities; and 


        WHEREAS, the
Insurer shall be paid an insurance premium pursuant to the Indenture, and the
details of such premium are set forth herein; and 


        WHEREAS, the
Issuer, the Master Servicer, the Seller, the Administrator and the Depositor
have undertaken certain obligations in consideration for the Insurer’s
issuance of the Policy; 


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


Article I



DEFINITIONS


        The terms
defined in this Insurance Agreement shall have the meanings provided herein for
all purposes of this Insurance Agreement, unless the context clearly requires
otherwise, in both singular and plural form, as appropriate. Unless the context
clearly requires otherwise, all capitalized terms used herein and not otherwise
defined in this Insurance Agreement shall have the meanings assigned to them in
the Indenture or the Sale and Servicing Agreement. All words used herein shall
be construed to be of such gender or number as the circumstances require. This
“Insurance Agreement” shall mean this Insurance Agreement as a whole
and as the same may, from time to time hereafter, be amended, supplemented or
modified. The words “herein,” “hereby,” “hereof,”
“hereto,” “hereinabove” and “hereinbelow,” and
words of similar import, refer to this Insurance Agreement as a whole and not to
any particular paragraph, clause or other subdivision hereof, unless otherwise
specifically noted. 


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


        “Assigned
Agreements” shall have the meaning assigned to such term in the
Indenture. 


        “Business
Day” means any day other than (i) a Saturday or a Sunday (ii) a day on
which the Insurer is closed or a day on which banking institutions in
New York City or in the city in which the corporate trust office of the
Indenture Trustee under the Indenture is located are authorized or obligated by
law or executive order to close. 


        “Cap
Agreement” shall have the meaning assigned to such term in the
Indenture. 


        “Code”
means the Internal Revenue Code of 1986, including, unless the context otherwise
requires, the rules and regulations thereunder, as amended from time to time.



        “Commission”
means the Securities and Exchange Commission.


        “Commitment”
means the letter of commitment from the Insurer to the Seller dated June 21,
2000. 


        “Coordination
Agreements” shall have the meaning assigned to such term in the
Indenture. 


        “Date of
Issuance” means the date on which the Policy is issued as specified
therein. 


        “Default”
means any event that results, or which with the giving of notice or the
lapse of time or both would result, in an Event of Default. 


        “Eligible
Lender Trustee” means Bank One, National Association, a
national banking association, as eligible lender trustee under the Trust
Agreement, and any successor to the Eligible Lender Trustee under the Trust
Agreement. 


        “Event
of Default” means any event of default specified in Section 5.01
hereof. 


        “Financial
Statements” means, with respect to the Master Servicer and the Seller,
the quarterly call reports filed with the OCC. 


        “Fiscal
Agent” means the Fiscal Agent, if any, designated pursuant to the terms
of the Policy. 


        “Fitch”
means Fitch, Inc., and any successor thereto, and, if such corporation shall for
any reason no longer perform the functions of a securities rating agency,
“Fitch” shall be deemed to refer to any other nationally recognized
rating agency designated by the Insurer. 


        “Guarantee
Agreements” shall have the meaning assigned to such term in the
Indenture. 


        “Indemnification
Agreement” means the Indemnification Agreement dated as of June 15,
2000 between the Insurer, the Seller, and the Underwriters, as the same may be
amended or supplemented from time to time in accordance with the terms thereof.



        “Indenture”
means the Indenture dated as of June 1, 2000 between the Issuer and the
Indenture Trustee as the same may be amended or supplemented from time to time
in accordance with the terms thereof. 


        “Indenture
Trustee” means Bankers Trust Company, a New York banking corporation,
as indenture trustee under the Indenture, and any successor to the Indenture
Trustee under the Indenture. 


        “Interest
Rate Swap” shall have the meaning assigned to such term in the
Indenture. 


        “Investment
Company Act” means the Investment Company Act of 1940, including,
unless the context otherwise requires, the rules and regulations thereunder, as
amended. 


        “Late
Payment Rate” means, for any date of determination, the rate of
interest as it is publicly announced by Citibank, N.A. at its principal office
in New York, New York as its prime rate (any change in such prime rate
of interest to be effective on the date such change is announced by Citibank,
N.A.) plus 3%. The Late Payment Rate shall be computed on the basis of a year of
365 days, calculating the actual number of days elapsed. In no event shall
the Late Payment Rate exceed the maximum rate permissible under any applicable
law limiting interest rates. 


        “Liabilities”
shall have the meaning ascribed to such term in Section 3.04(a) hereof.



        “Losses”
means (a) any actual out-of-pocket loss paid by the Insurer or its
respective parents, subsidiaries and affiliates or any shareholder, director,
officer, employee, agent or any “controlling person” (as such term is
used in the Securities Act) of any of the foregoing, and (b) any actual
out-of-pocket costs and expenses paid by such party, including reasonable fees
and expenses of its counsel, to the extent not paid, satisfied or reimbursed
from funds provided by any other Person (provided that the foregoing shall not
create or imply any obligation to pursue recourse against any such other
Person). 


        “Material
Adverse Change” means, in respect of any Person, a material adverse
change in (a) the business, financial condition, results of operations or
properties of such Person or (b) the ability of such Person to perform its
obligations under any of the Transaction Documents. 


        “Moody's”means
Moody’s Investors Service, Inc., a Delaware corporation, and any successor
thereto, and, if such corporation shall for any reason no longer perform the
functions of a securities rating agency, “Moody’s” shall be
deemed to refer to any other nationally recognized rating agency designated by
the Insurer. 


        “Obligor”
means the original obligor or obligors under each Student Loan, and any Person
who owes payments in respect of such Student Loan, including any guarantor of
such obligor and their respective successors. 


        “Offering
Document” means the Prospectus dated June 15, 2000 and the Prospectus
Supplement thereto dated June 15, 2000, of the Seller in respect of the
Securities (and any amendment or supplement thereto) and any other offering
document in respect of the Securities prepared by the Issuer, the Master
Servicer, the Seller or the Depositor that makes reference to the Policy.



        “Opinion
Facts and Assumptions” means the facts and assumptions contained in the
FDIC opinion and the non-consolidation opinion each dated June 22, 2000 by
Thompson Hine & Flory LLP insofar as they relate to the Seller and the
Depositor. 


        “Owners”
means registered holders of Securities.


        “Person”
means an individual, joint stock company, trust, unincorporated association,
joint venture, corporation, business or owner trust, limited liability company,
partnership or other organization or entity (whether governmental or private).



        “Premium”
means the premium payable in accordance with Section 3.02 hereof. 


        “Premium
Percentage” shall mean the per annum premium rate set forth in
paragraph 1 of the Commitment. 


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


        “Securities”
means, collectively, the Certificates and the Notes.


        “Securities
Act” means the Securities Act of 1933, including, unless the context
otherwise requires, the rules and regulations thereunder, as amended from time
to time. 


        “Securities
Exchange Act” means the Securities Exchange Act of 1934, including,
unless the context otherwise requires, the rules and regulations thereunder, as
amended from time to time. 


        “S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto, and, if such corporation
shall for any reason no longer perform the functions of a securities rating
agency, “S&P” shall be deemed to refer to any other nationally
recognized rating agency designated by the Insurer. 


        “Student
Loans” shall have the meaning assigned to the term “Financed
Student Loan” in the Indenture. 


        “Sub-Servicer”
means, collectively, Pennsylvania Higher Education Assistance Agency and the
Great Lakes Educational Loan Services, Inc. and any substitute or additional
sub-servicers appointed pursuant to the terms of the Sale and Servicing
Agreement. 


        “Sub-Servicing
Agreements” means, collectively, the Sub-Servicing Agreement dated as
of June 1, 2000 between the Master Servicer and Pennsylvania Higher Education
Assistance Agency, as Sub-Servicer, as the same may be amended or supplemented
from time to time in accordance with the terms thereof, the Sub-Servicing
Agreement dated as of June 1, 2000 between the Master Servicer and Great Lakes
Educational Loan Services, Inc., as Sub-Servicer, as the same may be amended or
supplemented from time to time in accordance with the terms thereof, and any
substitute or additional sub-servicing agreements entered into by the Master
Servicer pursuant to the terms of the Sale and Servicing Agreement. 


        “Term of
the Insurance Agreement” shall be determined as provided in
Section 4.01 hereof. 


        “Transaction”
means the transactions contemplated by the Transaction Documents, including the
transactions described in the Offering Document. 


        “Transaction
Documents” means this Insurance Agreement, the Commitment, the Sale and
Servicing Agreement, the Trust Agreement, the Indenture, the Offering Document,
the Securities, the Indemnification Agreement, the Sub-Servicing Agreements, the
Underwriting Agreement, the Coordination Agreements, the Assigned Agreements,
the Guarantee Agreements, the Cap Agreement, the Interest Rate Swap and
Administration Agreement. 


        “Trust
Agreement” means the Trust Agreement between the Seller and the
Eligible Lender Trustee dated as of May 31, 2000, as amended and restated by the
Amended and Restated Trust Agreement dated as of June 1, 2000 (as further
amended and supplemented from time to time in accordance with its terms). 


        “Trust
Indenture Act” means the Trust Indenture Act of 1939, including, unless
the context otherwise requires, the rules and regulations thereunder, as amended
from time to time. 


        “Underwriters”
means Deutsche Bank Securities Inc. and McDonald Investments, Inc.


        “Underwriting
Agreement” means the Note Underwriting Agreement between the
Underwriters and the Seller with respect to the offer and sale of the
Securities, as the same may be amended from time to time. 


Article II



REPRESENTATIONS, WARRANTIES AND COVENANTS


        
Section 2.01. Representation and Warranties of the Issuer, the Master
Servicer, the Seller, the Administrator and the Depositor.
The Issuer, the Master Servicer, the Seller, the Administrator and the Depositor
represent, warrant and covenant as of the Date of Issuance, each as to those
matters relating to itself, as follows: 


	 	        (a)
Due Organization and Qualification. The Master Servicer, the Seller, the
Administrator and the Depositor are each a national banking association duly
organized, validly existing and in good standing under the laws of the United
States of America. The Issuer is a Delaware business trust, duly organized,
validly existing and in good standing under the laws of its jurisdiction. Each
of the Issuer, the Master Servicer, the Seller, the Administrator and the
Depositor is duly qualified to do business, is in good standing and has obtained
all licenses, permits, charters, registrations and approvals (together,
“approvals”) necessary for the conduct of its business as currently
conducted and as described in the Offering Document and the performance of its
obligations under the Transaction Documents in each jurisdiction in which the
failure to be so qualified or to obtain such approvals would render any
Transaction Document unenforceable in any respect or would have a material
adverse effect upon the Transaction, the Owners or the Insurer. 





	 	        (b)
Power and Authority. Each of the Issuer, the Master Servicer, the Seller,
the Administrator and the Depositor has all necessary power and authority
corporate or otherwise to conduct its business as currently conducted and, as
described in the Offering Document, to execute, deliver and perform its
obligations under the Transaction Documents and to consummate the Transaction. 





	 	        (c)
Due Authorization. The execution, delivery and performance of the
Transaction Documents by the Issuer, the Master Servicer, the Seller, the
Administrator and the Depositor have been duly authorized by all necessary
action, corporate or otherwise, and do not require any additional approvals or
consents of, or other action by or any notice to or filing with, any Person,
including, without limitation, any governmental entity or the Master
Servicer’s, the Seller’s, the Administrator’s or the
Depositor’s stockholders, which have not previously been obtained or given
by the Master Servicer, the Seller, the Administrator or the Depositor. 





	 	        (d)
Noncontravention. None of the execution and delivery of the Transaction
Documents by the Issuer, the Master Servicer, the Seller, the Administrator or
the Depositor, the consummation of the transactions contemplated thereby or the
satisfaction of the terms and conditions of the Transaction Documents: 






	 	        (i)
conflicts with or results in any breach or violation of any provision of the
articles of association, the Master Servicer, the Seller, the Administrator or
the Depositor or any provision of the Trust Agreement or the Issuer’s
Certificate of Trust or any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award currently in effect having
applicability to the Issuer, the Master Servicer, the Seller, the Administrator
or the Depositor or any of their material properties, including regulations
issued by an administrative agency or other governmental authority having
supervisory powers over the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor; 





	 	        (ii)
constitutes a default by the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor under or a breach of any provision of any loan
agreement, mortgage, indenture or other agreement or instrument to which the
Issuer, the Master Servicer, the Seller, the Administrator or the Depositor is a
party or by which any of its or their respective properties, which are
individually or in the aggregate material to the Issuer, the Master Servicer,
the Seller, the Administrator or the Depositor, is or may be bound or affected,
which default or breach would reasonably be expected to result in a Material
Adverse Change with respect to the Issuer, the Master Services, the Seller, the
Administrator or the Depositor; or 





	 	        (iii)
results in or requires the creation of any lien upon or in respect of any assets
of the Issuer, the Master Servicer, the Seller, the Administrator or the
Depositor, except as contemplated by the Transaction Documents. 





	 	        (e)
Legal Proceedings. To the Issuer’s, the Master Servicer’s, the
Seller’s, the Administrator’s or the Depositor’s knowledge after
reasonable inquiry, there is no action, proceeding or investigation by or before
any court, governmental or administrative agency or arbitrator against or
affecting the Issuer, the Master Servicer, the Seller, the Administrator, the
Depositor or any of its or their subsidiaries, or any properties or rights of
the Issuer, the Master Servicer, the Seller, the Administrator, the Depositor or
any of its or their subsidiaries, pending or threatened, which in any case could
reasonably be expected to result in a Material Adverse Change with respect to
the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor. 





	 	        (f)
Valid and Binding Obligations. The Securities, when executed,
authenticated and issued in accordance with the Indenture, and the Transaction
Documents (other than the Securities), when executed and delivered by the
Issuer, the Master Servicer, the Seller, the Administrator and the Depositor,
will constitute the legal, valid and binding obligations of the Issuer, the
Master Servicer, the Seller, the Depositor and the Administrator, as applicable,
enforceable in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and
general equitable principles and public policy considerations as to rights of
indemnification for violations of federal securities laws. None of the Issuer,
the Master Servicer, the Seller, the Administrator or the Depositor will at any
time in the future deny that the Transaction Documents constitute the legal,
valid and binding obligations of the Issuer, the Master Servicer, the Seller,
the Depositor or the Administrator, as applicable. 





	 	        (g)
Financial Statements. The Financial Statements of the Seller and the
Master Servicer, copies of which have been furnished to the Insurer,
(i) are, as of the dates and for the periods referred to therein, complete
and correct in all material respects, and (ii) present fairly the financial
condition and results of operations of the Seller and the Master Servicer as of
the dates and for the periods indicated. Since the date of the most recent
Financial Statements, there has been no Material Adverse Change in respect of
the Master Servicer or the Seller. Except as disclosed in the Financial
Statements, the Master Servicer and the Seller are not subject to any contingent
liabilities or commitments that, individually or in the aggregate, have a
material possibility of causing a Material Adverse Change in respect of the
Master Servicer or the Seller. 





	 	        (h)
Compliance With Law, Etc. No practice, procedure or policy employed, or
proposed to be employed, by the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor in the conduct of its business violates any law,
regulation, judgment, agreement, order or decree applicable to any of them that,
if enforced, could reasonably be expected to result in a Material Adverse Change
with respect to the Issuer, the Master Servicer, the Seller, the Administrator
or the Depositor. None of the Issuer, the Master Servicer, the Seller, the
Administrator and the Depositor are in breach of or in default under any
applicable law or administrative regulation of its respective jurisdiction of
organization, or any department, division, agency or instrumentality thereof or
of the United States or any applicable judgment or decree or any loan
agreement, note, resolution, certificate, agreement or other instrument to which
the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor
is a party or is otherwise subject which, if enforced, would have a material
adverse effect on the ability of the Issuer, the Master Servicer, the Seller,
the Administrator or the Depositor, as the case may be, to perform its
respective obligations under the Transaction Documents. 





	 	        (i)
Taxes. The Issuer, the Master Servicer, the Seller, the Administrator and
the Depositor and the Issuer’s, the Master Servicer’s, the
Seller’s, the Administrator’s and the Depositor’s parent company
or companies have filed prior to the date hereof all federal and state tax
returns that are required to be filed and paid all taxes, including any
assessments received by them that are not being contested in good faith, to the
extent that such taxes have become due, except for any failures to file or pay
that, individually or in the aggregate, would not result in a Material Adverse
Change with respect to the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor. 





	 	        (j)
Accuracy of Information. Neither the Transaction Documents nor other
information relating to the Student Loans, the operations of the Issuer, the
Master Servicer, the Seller, the Administrator or the Depositor (including
servicing or origination of loans) or the financial condition of the Issuer, the
Master Servicer, the Seller, the Administrator or the Depositor (collectively,
the “Documents”), as amended, supplemented or superseded, furnished to
the Insurer by the Issuer, the Master Servicer, the Seller, the Administrator or
the Depositor contains any statement of a material fact by the Issuer, the
Master Servicer, the Seller, the Administrator or the Depositor which was untrue
or misleading in any material adverse respect when made. None of the Issuer, the
Master Servicer, the Seller, the Administrator or the Depositor has any
knowledge of circumstances that could reasonably be expected to cause a Material
Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor. Since the furnishing of the Documents, there has
been no change or any development or event involving a prospective change known
to the Issuer, the Master Servicer, the Seller, the Administrator or the
Depositor that would render any of the Documents untrue or misleading in any
material respect. 





	 	        (k)
Compliance With Securities Laws. The offer and sale of the Securities
comply in all material respects with all requirements of law, including all
registration requirements of applicable securities laws. Without limitation of
the foregoing, the Offering Document does not contain any untrue statement of a
material fact and does not omit to state a material fact necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading; provided, however, that no representation is made with
respect to the information in the Offering Document set forth under the heading
“THE SECURITIES GUARANTY INSURANCE POLICY AND THE SECURITIES INSURER”
or the consolidated financial statements of the Insurer incorporated by
reference in the Offering Document. Neither the offer nor the sale of the
Securities has been or will be in violation of the Securities Act or any other
federal or state securities laws. The Issuer is not required to be registered as
an “investment company” under the Investment Company Act. 





	 	        (l)
Transaction Documents. Each of the representations and warranties of the
Issuer, the Master Servicer, the Seller, the Administrator and the Depositor
contained in the Transaction Documents is true and correct in all material
respects, and the Issuer, the Master Servicer, the Seller, the Administrator and
the Depositor hereby make each such representation and warranty to, and for the
benefit of, the Insurer as if the same were set forth in full herein. 





	 	        (m)
Solvency; Fraudulent Conveyance. The Issuer, the Master Servicer, the
Seller, the Administrator and the Depositor are solvent and will not be rendered
insolvent by the Transaction and, after giving effect to the Transaction, none
of the Issuer, the Master Servicer, the Seller, the Administrator or the
Depositor will be left with an unreasonably small amount of capital with which
to engage in its business, nor does the Issuer, the Master Servicer, the Seller,
the Administrator or the Depositor intend to incur, or believe that it has
incurred, debts beyond its ability to pay as they mature. None of the Issuer,
the Master Servicer, the Seller, the Administrator or the Depositor contemplates
the commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, conservator, trustee
or similar official in respect of the Issuer, the Master Servicer, the Seller,
the Administrator or the Depositor or any of their assets. The amount of
consideration being received by the Seller upon the sale of the Securities to
the Underwriters constitutes reasonably equivalent value and fair consideration
for the interest in the Student Loans evidenced by the Securities. The Seller is
not transferring the Student Loans to the Issuer, and the Issuer is not selling
the Securities to any Underwriters, as provided in the Transaction Documents,
with any intent to hinder, delay or defraud any of the Seller’s or the
Issuer’s creditors. 





	 	        (n)
Principal Place of Business. The principal place of business of the
Issuer is located in Chicago, Illinois, the principal place of business of the
Master Servicer is located in Cleveland, Ohio, the principal place of business
of the Seller is located in Cleveland, Ohio, the principal place of business of
the Administrator is located in Cleveland, Ohio and the principal place of
business of the Depositor is located in Cleveland, Ohio. 




	  	       
 (o) Opinion Facts and Assumptions. The Opinion Facts and Assumptions
insofar as they relate to the Seller are true and correct as of the Date of
Issuance.





        Section
2.02. Affirmative Covenants of the Issuer, the Master Servicer, the
Seller, the Administrator and the Depositor. The Issuer, the Master
Servicer, the Seller, the Administrator and the Depositor hereby agree that
during the Term of the Insurance Agreement, unless the Insurer shall otherwise
expressly consent in writing: 


	 	        (a)
Compliance With Agreements and Applicable Laws. The Issuer, the Master
Servicer, the Seller, the Administrator and the Depositor shall not be in
default under the Transaction Documents and shall comply with all material
requirements of any law, rule or regulation applicable to it. None of the
Issuer, the Master Servicer, the Seller, the Administrator or the Depositor
shall agree to any amendment to or modification of the terms of any Transaction
Documents unless the Insurer shall have given its prior written consent. 





	 	        (b)
Corporate Existence. Subject to Sections 6.05 and 7.03 of the Sale and
Servicing Agreement, the Master Servicer, its successors and assigns, the
Seller, its successors and assigns, the Administrator, its successors and
assigns, and the Depositor, its successors and assigns, shall maintain their
corporate existence and shall at all times continue to be duly organized under
the laws of their respective jurisdictions of incorporation and duly qualified
and duly authorized (as described in section 2.01(a), (b) and (c) hereof) and
shall conduct its business in accordance with the terms of its articles of
association. The Issuer, and its successors and assigns, shall maintain its
existence as a Delaware business trust and shall at all times continue to be
duly organized under the laws of its jurisdiction and duly qualified and duly
authorized and shall conduct its business in accordance with the terms of its
organizational documents. 





	 	        (c)
Financial Statements; Accountants' Reports; Other Information. The
Issuer, the Master Servicer, the Seller, the Administrator and the Depositor
shall keep or cause to be kept in reasonable detail books and records of account
of their assets and business, including, but not limited to, books and records
relating to the Transaction. The Master Servicer and the Seller shall furnish or
cause to be furnished to the Insurer: 




	  	        (i)  
Quarterly Financial Statements. As soon as available, the Financial
Statements of the Master Servicer and Seller.




	  	        (ii)
  [RESERVED]




	  	        (iii)
  [RESERVED] 




	  	        (iv)
  [RESERVED] 




	 	        (v)
Other Information. Promptly upon receipt thereof, copies of all
schedules, financial information or other similar reports, and all officer's
certificates and compliance certificates, delivered by the Issuer, the Master
Servicer, the Seller, the Administrator or the Depositor pursuant to the terms
of the Sale and Servicing Agreement or the Indenture and, promptly upon request,
such other data as the Insurer may reasonably request. 





	 	        The
Insurer agrees that it and its agents, accountants and attorneys shall keep
confidential all financial statements, reports and other information delivered
by the Issuer, the Master Servicer, the Seller, the Administrator or the
Depositor pursuant to this Section 2.02(c) to the extent provided in Section
2.02(e) hereof. 





	 	        (d)
Compliance Certificate. The Master Servicer and the Administrator
shall deliver to the Insurer, all officer's certificates and reports required to
be delivered under Sections 4.09 and 4.10 of the Sale and Servicing Agreement.






	 	        (e)
Access to Records; Discussions With Officers and Accountants. On an
annual basis, or upon the occurrence of a Material Adverse Change, the Master
Servicer, the Administrator, the Depositor and the Seller shall, upon the
reasonable request of the Insurer, permit the Insurer or its authorized agents: 





	 	        (i)
to inspect the books and records of the Master Servicer, the Administrator, the
Depositor and of the Seller as they may relate to the Securities, the
obligations of the Master Servicer, the Administrator, the Depositor or of the
Seller under the Transaction Documents, and the Transaction; 





	 	        (ii)
to discuss the affairs, finances and accounts of the Master Servicer, the
Administrator, the Depositor or of the Seller with the appropriate
representatives of the Master Servicer, the Administrator, the Depositor or of
the Seller, as the case may be; and 





	 	        (iii)
with the Master Servicer’s, the Administrator’s, the Depositor’s
or the Seller’s consent, as applicable, which consent shall not be
unreasonably withheld, to discuss the affairs, finances and accounts of the
Master Servicer, the Administrator, the Depositor or the Seller with the Master
Servicer’s, the Administrator’s, the Depositor’s or the
Seller’s independent accountants, provided that an officer of the Master
Servicer, the Administrator, the Depositor or the Seller shall have the right to
be present during such discussions. 





	 	        Such
inspections and discussions shall be conducted during normal business hours and
shall not unreasonably disrupt the business of the Master Servicer, the
Administrator, the Depositor or the Seller. The books and records of the Master
Servicer, the Seller, the Administrator and the Depositor shall be maintained at
the respective address of such party designated herein for receipt of notices,
unless such party shall otherwise advise the parties hereto in writing. 





	 	        The
Insurer agrees that it and its shareholders, directors, agents, accountants and
attorneys shall keep confidential any matter of which it becomes aware through
such inspections or discussions (unless readily available from public sources),
except as may be otherwise required by regulation, law or court order or
requested by appropriate governmental authorities or as necessary to preserve
its rights or security under or to enforce the Transaction Documents, provided
that the foregoing shall not limit the right of the Insurer to make such
information available to its regulators, securities rating agencies, reinsurers,
credit and liquidity providers, counsel and accountants. 





	 	        (f)
Notice of Material Events. The Issuer, the Master Servicer, the Seller,
the Administrator and the Depositor shall be obligated (which obligation shall
be satisfied as to each if performed by the Issuer, the Master Servicer, the
Seller, the Administrator or the Depositor) promptly to inform the Insurer in
writing of the occurrence of any of the following to the extent any of the
following relate to it: 





	 	        (i)
the submission of any claim or the initiation or threat of any legal process,
litigation or administrative or judicial investigation or rule making or
disciplinary proceeding by or against the Issuer, the Master Servicer, the
Seller, the Administrator or the Depositor that (A) could reasonably be
expected to be required to be disclosed to the Commission or (B) could
reasonably be expected to result in a Material Adverse Change with respect to
the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor,
or the promulgation of any proceeding or any proposed or final rule which would
result in a Material Adverse Change with respect to the Issuer, the Master
Servicer, the Seller, the Administrator or the Depositor; 





	 	        (ii)
the submission of any claim or the initiation or threat of any legal process,
litigation or administrative or judicial investigation in any federal, state or
local court or before any arbitration board, or any such proceeding threatened
by any government agency, which, would have a material adverse effect on the
Issuer, the Owners or the Insurer; 





	 	        (iii)
any change in the location of the Issuer’s, the Master Servicer’s, the
Seller’s, the Administrator’s or the Depositor’s principal office
or any change in the location of the Issuer’s, the Master Servicer’s,
the Seller’s, the Administrator’s or the Depositor’s books and
records; 





	 	         (iv)
the occurrence of any Default or Event of Default or of any Material Adverse
Change;




	 	        (v)
the commencement of any proceedings by or against the Issuer, the Master
Servicer, the Seller, the Administrator or the Depositor under any applicable
bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other
similar law now or hereafter in effect or of any proceeding in which a receiver,
liquidator, conservator, trustee or similar official shall have been, or may be,
appointed or requested for the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor or any of its or their assets; or 





	 	        (vi)
the receipt of notice that (A) the Issuer, the Master Servicer, the Seller,
the Administrator or the Depositor is being placed under additional regulatory
supervision, and such additional regulatory supervision may result in a Material
Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor, (B) any license, permit, charter,
registration or approval material for the conduct of the Issuer, the Master
Servicer’s, the Seller’s, the Administrator’s or the
Depositor’s business is to be or may be suspended or revoked, or
(C) the Issuer, the Master Servicer, the Seller, the Administrator or the
Depositor is to cease and desist any practice, procedure or policy employed by
the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor
in the conduct of its business, and such cessation may result in a Material
Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor. 






	 	        (g)
Financing Statements and Further Assurances. The Master Servicer will
cause to be filed all necessary financing statements or other instruments, and
any amendments or continuation statements relating thereto, necessary to be kept
and filed in such manner and in such places as may be required by law to
preserve and protect fully the interest of the Indenture Trustee in the Trust
Estate. The Issuer, the Master Servicer, the Seller, the Administrator and the
Depositor shall, upon the request of the Insurer, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
within 10 days of such request, such amendments hereto and such further
instruments and take such further action as may be reasonably necessary to
effectuate the intention, performance and provisions of the Transaction
Documents. In addition, each of the Issuer, the Master Servicer, the Seller, the
Administrator and the Depositor agrees to cooperate with S&P, Fitch and
Moody’s in connection with any review of the Transaction that may be
undertaken by S&P, Fitch or Moody’s after the date hereof and to
provide all information reasonably requested by S&P, Fitch or Moody’s. 





	 	        (h)
Maintenance of Licenses. The Issuer, the Master Servicer, the Seller, the
Administrator and the Depositor, respectively, or any successors thereof shall
maintain or cause to be maintained all licenses, permits, charters and
registrations which are material to the conduct of its business. 





	 	        (i)
Redemption of Securities. The Issuer, the Master Servicer, the Seller,
the Administrator and the Depositor shall instruct the Indenture Trustee, upon
redemption or payment of all of the Securities pursuant to the Indenture or
otherwise, to furnish to the Insurer a notice of such redemption and, upon a
redemption or payment of all of the Securities, to surrender the Policy to the
Insurer for cancellation. 





	 	        (j)
Disclosure Document. Each Offering Document delivered with respect to the
Securities shall clearly disclose that the Policy is not covered by the
property/casualty insurance security fund specified in Article 76 of the
New York Insurance Law. 





	 	        (k)
Servicing of Student Loans. The Master Servicer shall perform such
actions with respect to the Student Loans as are required by or provided in the
Sale and Servicing Agreement. The Master Servicer will provide the Insurer with
written notice of any change or amendment to any Transaction Document as
currently in effect. 





	 	        (l)
Maintenance of Trust. On or before each April 30, beginning in 2001, so
long as any of the Securities are outstanding, the Master Servicer shall furnish
to the Insurer and the Indenture Trustee the legal opinion required under
Section 11.02(i)(2) of the Sale and Servicing Agreement. The Master Servicer will
use its best efforts to cause any necessary recordings or filings to maintain
the interest of the Indenture Trustee in the Trust Estate. 





	 	        (m)
Closing Documents. The Master Servicer, the Seller and the Administrator
shall provide or cause to be provided to the Insurer a closing transcript
containing an executed original copy of each document executed in connection
with the Transaction within 60 days after the date of closing. Upon the
request of the Insurer, the Master Servicer, the Seller and the Administrator
shall provide or cause to be provided to the Insurer a copy of each of the
Transaction Documents on computer diskette, in a format acceptable to the
Insurer. 




	 	         (n)
Preference Payments. With respect to any Preference Amount (as defined in
the Policy), the Master Servicer shall provide to the Insurer upon the request
of the Insurer:




	 	        (i)
a certified copy of the final nonappealable order of a court having competent
jurisdiction ordering the recovery by a trustee in bankruptcy as voidable
preference amounts included in previous distributions under
Section 5.04(a), 5.04(b) or 8.02(c) of the Indenture to any Owner
pursuant to the United States Bankruptcy Code, 11 U.S.C.
§§ 101 et seq., as amended (the “Bankruptcy
Code”); 





	 	        (ii)
an opinion of counsel satisfactory to the Insurer, and upon which the Insurer
shall be entitled to rely, stating that such order is final and is not subject
to appeal; 





	 	        (iii)
an assignment in such form as reasonably required by the Insurer, irrevocably
assigning to the Insurer all rights and claims of the Master Servicer, the
Indenture Trustee and any Owner relating to or arising under the Student Loan
against the debtor which made such preference payment or otherwise with respect
to such preference amount; and 





	 	        (iv)
appropriate instruments to effect (when executed by the affected party) the
appointment of the Insurer as agent for the Indenture Trustee and any Owner in
any legal proceeding relating to such preference payment being in a form
satisfactory to the Insurer. 





        Section
2.03. Negative Covenants of the Issuer, the Master Servicer, the Seller,
the Administrator and the the Depositor. The Issuer, the Master
Servicer, the Seller the Administrator and the Depositor hereby agree that
during the Term of the Insurance Agreement, unless the Insurer shall otherwise
expressly consent in writing: 


	 	        (a)
Impairment of Rights. None of the Issuer, the Master Servicer, the
Seller, the Administrator or the Depositor shall take any action, or fail to
take any action, if such action or failure to take action may result in a
material adverse change as described in clause (ii) of the definition of
Material Adverse Change with respect to the Issuer, the Master Servicer, the
Seller, the Administrator or the Depositor, or may interfere with the
enforcement of any rights of the Insurer under or with respect to the
Transaction Documents. The Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor shall give the Insurer written notice of any such
action or failure to act on the earlier of (i) the date upon which any
publicly available filing or release is made with respect to such action or
failure to act or (ii) promptly prior to the date of consummation of such
action or failure to act. The Issuer, the Master Servicer, the Seller, the
Administrator and the Depositor shall furnish to the Insurer all information
requested by it that is reasonably necessary to determine compliance with this
Section (a). 





	 	        (b)
Adverse Selection Procedure. The Master Servicer and the Seller shall not
use any adverse selection procedure in selecting Student Loans to be transferred
to the Eligible Lender Trustee from the outstanding Student Loans that qualify
under the Trust Agreement for inclusion in the Trust Estate. 





	 	        (c)
Waiver, Amendments, Etc. None of the Issuer, the Master Servicer, the
Seller, the Administrator or the Depositor shall waive, modify or amend, or
consent to any waiver, modification or amendment of, any of the terms,
provisions or conditions of any of the Transaction Documents without the prior
written consent of the Insurer. 





	 	        (d)
Student Loan Agreements; Charge-off Policy. Except as otherwise permitted
in the Sale and Servicing Agreement, the Issuer, the Master Servicer and the
Seller and the Depositor shall not alter or amend any Student Loan, their
respective collection policies or their respective charge-off policies in a
manner that materially adversely affects the Insurer unless the Insurer shall
have previously given its consent, which consent shall not be withheld
unreasonably. 





        Section
2.04. Representations, Warranties and Covenants of Eligible Lender
Trustee. The Eligible Lender Trustee represents and warrants to, as of
the Date of Issuance, and covenants with the other parties hereto as follows:



	 	        (a)
Due Organization and Qualification. The Eligible Lender Trustee is a
national banking association duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation. The Eligible
Lender Trustee is duly qualified to do business, is in good standing and has
obtained all licenses, permits, charters, registrations and approvals (together,
“approvals”) necessary for the conduct of its business as currently
conducted and as described in the Offering Document and the performance of its
obligations under the Transaction Documents in each jurisdiction in which the
failure to be so qualified or to obtain such approvals would render any
Transaction Document unenforceable in any respect or would have a material
adverse effect upon the Transaction, the Owners or the Insurer. 





	 	        (b)
Due Authorization. The execution, delivery and performance of the
Transaction Documents by the Eligible Lender Trustee have been duly authorized
by all necessary corporate action and do not require any additional approvals or
consents of, or other action by or any notice to or filing with, any Person,
including, without limitation, any governmental entity or the Eligible Lender
Trustee’s stockholders, which have not previously been obtained or given by
the Eligible Lender Trustee, as applicable. 





	 	        (c)
Noncontravention. None of the execution and delivery of the Transaction
Documents by the Eligible Lender Trustee, the consummation of the transactions
contemplated thereby or the satisfaction of the terms and conditions of the
Transaction Documents: 





	 	        (i)
conflicts with or results in any breach or violation of any provision of the
certificate or articles of incorporation or bylaws of the Eligible Lender
Trustee or any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award currently in effect having applicability to the Eligible
Lender Trustee or any of its material properties, including regulations issued
by an administrative agency or other governmental authority having supervisory
powers over the Eligible Lender Trustee; 





	 	        (ii)
constitutes a default by the Eligible Lender Trustee under or a breach of any
provision of any loan agreement, mortgage, indenture or other agreement or
instrument to which the Eligible Lender Trustee is a party or by which any of
its properties, which are individually or in the aggregate material to the
Eligible Lender Trustee, is or may be bound or affected; or 





	 	        (iii)
results in or requires the creation of any lien upon or in respect of any assets
of the Eligible Lender Trustee, except as contemplated by the Transaction
Documents. 





	 	        (d)
Legal Proceedings. There is no action, proceeding or investigation by or
before any court, governmental or administrative agency or arbitrator against or
affecting the Eligible Lender Trustee or any of its subsidiaries, or any
properties or rights of the Eligible Lender Trustee or any of its subsidiaries,
pending or, to the Eligible Lender Trustee’s knowledge after reasonable
inquiry, threatened, which in any case could reasonably be expected to result in
a Material Adverse Change with respect to the Eligible Lender Trustee. 





	 	        (e)
Valid and Binding Obligations. The Transaction Documents to which it is a
party, when executed and delivered by the Eligible Lender Trustee, will
constitute the legal, valid and binding obligations of the Eligible Lender
Trustee, enforceable in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and
general equitable principles. The Eligible Lender Trustee will not at any time
in the future deny that the Transaction Documents constitute the legal, valid
and binding obligations of the Eligible Lender Trustee, as applicable. 





	 	        (f)
Compliance With Law, Etc. No practice, procedure or policy employed, or
proposed to be employed, by the Eligible Lender Trustee in the conduct of its
business violates any law, regulation, judgment, agreement, order or decree
applicable to the Eligible Lender Trustee that, if enforced, could reasonably be
expected to result in a Material Adverse Change with respect to the Eligible
Lender Trustee. The Eligible Lender Trustee is neither in breach of nor in
default under any applicable law or administrative regulation of its respective
jurisdiction of organization, or any department, division, agency or
instrumentality thereof or of the United States or any applicable judgment or
decree or any loan agreement, note, resolution, certificate, agreement or other
instrument to which the Eligible Lender Trustee is a party or is otherwise
subject which, if enforced, would have a material adverse effect on the ability
of the Eligible Lender Trustee, as the case may be, to perform its respective
obligations under the Transaction Documents. 





	 	        (g)
Transaction Documents. Each of the representations and warranties of the
Eligible Lender Trustee contained in the Transaction Documents is true and
correct in all material respects, and the Eligible Lender Trustee hereby makes
each such representation and warranty to, and for the benefit of, the Insurer as
if the same were set forth in full herein. 





	 	        (h)
Compliance and Amendments. The Eligible Lender Trustee shall comply in
all material respects with the terms and conditions of the Transaction Documents
to which it is a party and the Eligible Lender Trustee shall not agree to any
amendment to or modification of the terms of any of the Transaction Documents to
which it is a party unless the Insurer shall otherwise give its prior written
consent. 





        Section
2.05. Representations, Warranties and Covenants of Indenture
Trustee. The Indenture Trustee represents and warrants to, as of
the Date of Issuance, and covenants with the other parties hereto as follows: 


	 	        (a)
Due Organization and Qualification. The Indenture Trustee is a New York
banking corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation. The Indenture Trustee is duly
qualified to do business, is in good standing and has obtained all licenses,
permits, charters, registrations and approvals (together, “approvals”)
necessary for the conduct of its business as currently conducted and as
described in the Offering Document and the performance of its obligations under
the Transaction Documents in each jurisdiction in which the failure to be so
qualified or to obtain such approvals would render any Transaction Document
unenforceable in any respect or would have a material adverse effect upon the
Transaction, the Owners or the Insurer. 





	 	        (b)
Due Authorization. The execution, delivery and performance of the
Transaction Documents by the Indenture Trustee have been duly authorized by all
necessary corporate action and do not require any additional approvals or
consents of, or other action by or any notice to or filing with, any Person,
including, without limitation, any governmental entity or the Indenture
Trustee’s stockholders, which have not previously been obtained or given by
the Indenture Trustee, as applicable. 




	 	        
  (c) [RESERVED]




	 	        
  (d) [RESERVED]





	 	        (e)
Valid and Binding Obligations. The Securities, when executed,
authenticated and issued in accordance with the Indenture, and the Transaction
Documents (other than the Securities) to which it is a party, when executed and
delivered by the Indenture Trustee, will constitute the legal, valid and binding
obligations of the Indenture Trustee, enforceable in accordance with their
respective terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and general equitable principles. The Indenture
Trustee will not at any time in the future deny that the Transaction Documents
constitute the legal, valid and binding obligations of the Indenture Trustee, as
applicable. 





	 	        (f)
Compliance With Law, Etc. No authorization, consent or approval of or
filing or registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or will be
necessary for the execution and delivery of the Indenture Trustee of this
Insurance Agreement or for the performance by the Indenture Trustee of its
obligations hereunder. Neither the execution and delivery of this Insurance
Agreement nor the consummation of any of the transactions contemplated by this
Insurance Agreement shall constitute or result in a violation of any of New York
or Federal law, rule or regulation applicable to the Indenture Trustee. 





	 	        (g)
Transaction Documents. Each of the representations and warranties of the
Indenture Trustee contained in the Transaction Documents is true and correct in
all material respects, and the Indenture Trustee hereby makes each such
representation and warranty to, and for the benefit of, the Insurer as if the
same were set forth in full herein. 





	 	        (h)
Compliance and Amendments. The Indenture Trustee shall comply in all
material respects with the terms and conditions of the Transaction Documents to
which it is a party and the Indenture Trustee shall not agree to any amendment
to or modification of the terms of any of the Transaction Documents to which it
is a party unless the Insurer shall otherwise give its prior written consent. 





Article III



THE POLICY; REIMBURSEMENT


        Section
3.01. Issuance of the Policy. The Insurer agrees to issue
the Policy on the Closing Date subject to satisfaction of the conditions
precedent set forth below: 


	 	        (a)
Payment of Initial Premium and Expenses. The Insurer shall have been
paid, by the Issuer, the Master Servicer, the Seller and the Depositor, that
portion of a nonrefundable Premium payable on the Date of Issuance, and the
Master Servicer shall agree to reimburse or pay directly other fees and expenses
identified in Section 3.02 hereof as payable. 





	 	        (b)
Transaction Documents. The Insurer shall have received a fully executed
copy of the Commitment and a copy of each of the Transaction Documents, in form
and substance satisfactory to the Insurer, duly authorized, executed and
delivered by each party thereto. 





	 	        (c)
Certified Documents and Resolutions. The Insurer shall have received a
copy of (i) the articles of association and bylaws of the
Master Servicer, the Seller, the Administrator and the Depositor (ii) the
resolutions of the Seller’s Board of Directors authorizing the sale of the
Student Loans and (iii) the execution, delivery and performance by the
Master Servicer, the Seller, the Administrator and the Depositor of the
Transaction Documents and the transactions contemplated thereby, certified by
the Secretary or an Assistant Secretary of the Master Servicer, the Seller, the
Administrator and the Depositor (which certificate shall state that such
certificate or articles of incorporation, bylaws and resolutions are in full
force and effect without modification on the Date of Issuance). 





	 	        (d)
Incumbency Certificate. The Insurer shall have received a certificate of
the Secretary or an Assistant Secretary of the Master Servicer, the Seller and
the Depositor regarding the authority of the officers of the Master Servicer,
the Seller, the Administrator and the Depositor to execute and deliver the
Transaction Documents.





	 	        (e)
The Certificate of Trust of the Issuer. The Insurer shall have received a
copy of the Certificate of Trust of the Issuer.




	 	        (f)
Representations and Warranties; Certificate. The representations and
warranties of the Issuer, the Master Servicer, the Seller, the Administrator and
the Depositor set forth or incorporated by reference in this Insurance Agreement
shall be true and correct as of the Date of Issuance as if made on the Date of
Issuance, and the Insurer shall have received a certificate of appropriate
officers of the Issuer, the Master Servicer, the Seller, the Administrator and
the Depositor to that effect. 





	  	        (g)
Opinions of Counsel.




	 	        (i)
The law firm of Thompson Hine & Flory LLP shall have issued its favorable
opinion, in form and substance acceptable to the Insurer and its counsel,
regarding the corporate existence and authority of the Master Servicer, the
Seller, the Administrator and the Depositor and the validity and enforceability
of the Transaction Documents against such parties. 





	 	        (ii)
The law firm of Thompson Hine & Flory LLP shall have furnished its opinions,
in form and substance acceptable to the Insurer and its counsel, regarding the
sale of the Student Loans and the tax treatment of payments on the Securities
under federal and state tax laws. 





	 	        (iii)
The Insurer shall have received such other opinions of counsel, in form and
substance acceptable to the Insurer and its counsel, addressing such other
matters as the Insurer may reasonably request. Each opinion of counsel delivered
in connection with the Transaction shall be addressed to and delivered to the
Insurer. 





	 	        (h)
Approvals, Etc. The Insurer shall have received true and correct copies
of all approvals, licenses and consents, if any, including, without limitation,
any required approval of the shareholders of the Master Servicer, the Seller,
the Administrator and the Depositor, required in connection with the
Transaction. 





	 	        (i)
No Litigation, Etc. No suit, action or other proceeding, investigation or
injunction, or final judgment relating thereto, shall be pending or threatened
before any court or governmental agency in which it is sought to restrain or
prohibit or to obtain damages or other relief in connection with the Transaction
Documents or the consummation of the Transaction. 





	 	        (j)
Legality. No statute, rule, regulation or order shall have been enacted,
entered or deemed applicable by any government or governmental or administrative
agency or court that would make the transactions contemplated by any of the
Transaction Documents illegal or otherwise prevent the consummation thereof. 





	 	        (k)
Issuance of Ratings. The Insurer shall have received confirmation that
the risk secured by the Policy constitutes at least an investment grade risk by
S&P, Fitch and Moody’s and that the Securities, when issued, will be
rated “AAA” by S&P, Fitch and “Aaa” by Moody’s. 





	 	         (l)
No Default. No Default or Event of Default shall have occurred.




	 	        (m)
Additional Items. The Insurer shall have received such other documents,
instruments, approvals or opinions requested by the Insurer or its counsel as
may be reasonably necessary to effect the Transaction, including, but not
limited to, evidence satisfactory to the Insurer and its counsel that the
conditions precedent, if any, in the Transaction Documents have been satisfied. 





	 	        (n)
Conform to Documents. The Insurer and its counsel shall have determined
that all documents, certificates and opinions to be delivered in connection with
the Securities conform to the terms of the Transaction Documents. 





	 	         (o)
Compliance With Commitment. All other terms, conditions and requirements
of the Commitment shall have been satisfied.





	 	        (p)
Satisfaction of Conditions of the Underwriting Agreement. All conditions
in the Underwriting Agreement relating to the Underwriters’ obligation to
purchase the Securities shall have been satisfied. 





	 	         (q)
Underwriting Agreement. The Insurer shall have received copies of each of
the documents, and shall be entitled to rely on each of the documents, required
to be delivered to the Underwriters pursuant to the Underwriting Agreement.





        Section 3.02.
Payment of Fees and Premium.


	 	        (a)
Legal and Accounting Fees. The Master Servicer, the Seller and the
Depositor shall pay or cause to be paid, on the Date of Issuance, legal fees and
disbursements incurred by the Insurer in connection with the issuance of the
Policy and any fees of the Insurer’s auditors in accordance with the terms
of the Commitment. Any fees of the Insurer’s auditors payable in respect of
any amendment or supplement to the Offering Document or any other Offering
Document incurred after the Date of Issuance shall be paid by the Master
Servicer, the Seller and the Depositor on demand. 





	 	        (b)
Premium. In consideration of the issuance by the Insurer of the Policy,
the Insurer shall be entitled to receive the Premium as and when due in
accordance with the terms of the Commitment (i) in the case of Premium due
on or before the Date of Issuance, directly from the Issuer and (ii) in the
case of Premium due after the Date of Issuance, pursuant to the Indenture. For
purposes of the Indenture and the Sale and Servicing Agreement, the term
“Premium Percentage” shall have the meaning set forth in Article I
hereof. The Premium shall be calculated according to paragraph 1 of the
Commitment for the amount due on or before the Date of Issuance for the amount
due on each Distribution Date. The Premium paid hereunder or under the Indenture
shall be nonrefundable without regard to whether the Insurer makes any payment
under the Policy or any other circumstances relating to the Securities or
provision being made for payment of the Securities prior to maturity. The Master
Servicer, the Seller, the Depositor, and the Indenture Trustee shall make all
payments of Premium to be made by them by wire transfer to an account designated
from time to time by the Insurer by written notice to the Master Servicer, the
Seller, the Depositor, and the Indenture Trustee. 





        Section 3.03.
Reimbursement and Additional Payment Obligation.


	 	        (a)
In accordance with Section 5.04 of the Indenture or Section 5.05 of the Sale and
Servicing Agreement, the Insurer shall be entitled to reimbursement for any
payment made by the Insurer under the Policy, which reimbursement shall be due
and payable on the date that any amount is to be paid pursuant to a Notice (as
defined in the Policy), in an amount equal to the amount to be so paid and all
amounts previously paid that remain unreimbursed, together with interest on any
and all amounts remaining unreimbursed (to the extent permitted by law, if in
respect of any unreimbursed amounts representing interest) from the date such
amounts became due until paid in full (after as well as before judgment), at a
rate of interest equal to the Late Payment Rate. 





	 	        (b)
Notwithstanding anything in Section 3.03(a) to the contrary, the Master Servicer
and the Seller agree to reimburse the Insurer as follows: (i) from the
Seller, for payments made under the Policy arising as a result of the
Seller’s failure to repurchase any Student Loan required to be repurchased
pursuant to the Sale and Servicing Agreement, together with interest on any and
all amounts remaining unreimbursed (to the extent permitted by law, if in
respect of any unreimbursed amounts representing interest) from the date such
amounts became due until paid in full (after as well as before judgment), at a
rate of interest equal to the Late Payment Rate, and (ii) from the Master
Servicer, for payments made under the Policy, arising as a result of
(A) the Master Servicer’s failure to deposit into the Collection
Account any amount required to be so deposited pursuant to the Sale and
Servicing Agreement or (B) the Master Servicer’s failure to repurchase
any Student Loan required to be repurchased under the Sale and Servicing
Agreement, together with interest on any and all amounts remaining unreimbursed
(to the extent permitted by law, if in respect to any unreimbursed amounts
representing interest) from the date such amounts became due until paid in full
(after as well as before judgment), at a rate of interest equal to the Late
Payment Rate. 





	 	        (c)
The Master Servicer and the Seller agree to pay to the Insurer as follows: any
and all charges, fees, costs and expenses that the Insurer may reasonably pay or
incur, including, but not limited to, attorneys’ and accountants’ fees
and expenses, in connection with (i) any accounts established to facilitate
payments under the Policy to the extent the Insurer has not been immediately
reimbursed on the date that any amount is paid by the Insurer under the Policy,
(ii) the enforcement, defense or preservation of any rights in respect of
any of the Transaction Documents, including defending, monitoring or
participating in any litigation or proceeding (including any insolvency or
bankruptcy proceeding in respect of any Transaction participant or any affiliate
thereof) relating to any of the Transaction Documents, any party to any of the
Transaction Documents, in its capacity as such a party, or the Transaction,
(iii) any amendment, waiver or other action with respect to, or related to,
any Transaction Document, whether or not executed or completed, or
(iv) preparation of a closing transcript of the Transaction documents;
costs and expenses shall include a reasonable allocation of compensation and
overhead attributable to the time of employees of the Insurer spent in
connection with the actions described in clause (ii) above, and the
Insurer reserves the right to charge a reasonable fee as a condition to
executing any waiver or consent proposed in respect of any of the Transaction
Documents. 





	 	        (d)
The Master Servicer, the Seller and the Depositor agree to pay to the Insurer as
follows: interest on any and all amounts described in subsections (b), (c),
(e) and (f) of this Section 3.03 from the date payable or paid by such
party until payment thereof in full, and interest on any and all amounts
described in Section 3.02 hereof from the date due until payment thereof in
full, in each case payable to the Insurer at the Late Payment Rate per annum. 





	 	        (e)
The Master Servicer and the Seller agree to pay to the Insurer as follows: any
payments made by the Insurer on behalf of, or advanced to, the Issuer, the
Master Servicer, the Seller, the Administrator or the Depositor, respectively,
including, without limitation, any amounts payable by the Issuer, the Master
Servicer, the Seller, the Administrator or the Depositor pursuant to the
Securities or any other Transaction Documents. 





	 	        (f)
Following termination of the Indenture after the Master Servicer exercises its
option under Section 9.01(a) of the Sale and Servicing Agreement, the
Master Servicer agrees to reimburse the Insurer for any Insured Payments
required to be made pursuant to the Policy subsequent to the date of such
termination. 





	 	         All
such amounts are to be immediately due and payable without demand.





        Section 3.04.
Indemnification; Limitation of Liability.


	 	        (a)
In addition to any and all rights of indemnification or any other rights of the
Insurer pursuant hereto or under law or equity, the Depositor, the Seller, the
Master Servicer and any successors thereto agree to pay, and to protect,
indemnify and save harmless, the Insurer and its officers, directors,
shareholders, employees, agents and each person, if any, who controls the
Insurer within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act from and against any and all
claims, Losses, liabilities (including penalties), actions, suits, judgments,
demands, damages, costs or reasonable expenses (including, without limitation,
reasonable fees and expenses of attorneys, consultants and auditors and
reasonable costs of investigations) or obligations whatsoever paid by the
Insurer (herein collectively referred to as “Liabilities”) of any
nature arising out of or relating to the transactions contemplated by the
Transaction Documents by reason of: 





	 	        (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Offering Document or in any amendment or supplement thereto or in any
preliminary offering document, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such Liabilities arise out of or are based upon any such untrue statement or
omission or allegation thereof based upon information set forth in the Offering
Document under the caption “THE SECURITIES GUARANTY INSURANCE POLICY AND
THE SECURITIES INSURER,” or in the financial statements of the Insurer,
including any information in any amendment or supplement to the Offering
Document furnished by the Insurer in writing expressly for use therein that
amends or supplements such information (all such information being referred to
herein as “Insurer Information”); 





	 	        (ii)
to the extent not covered by clause (i) above, any act or omission of the
Seller, the Master Servicer or the Depositor, or the allegation thereof, in
connection with the offering, issuance, sale or delivery of the Securities other
than by reason of false or misleading information provided by the Insurer in
writing for inclusion in the Offering Document as specified in clause (i)
above; 





	 	        (iii)
the misfeasance or malfeasance of, or negligence or theft committed by, any
director, officer, employee or agent of the Master Servicer, the Seller or the
Depositor; 





	 	        (iv)
the violation by the Depositor, the Seller or the Master Servicer of any federal
or state securities, banking or antitrust laws, rules or regulations in
connection with the issuance, offer and sale of the Securities or the
transactions contemplated by the Transaction Documents; 





	 	        (v)
the violation by the Depositor, the Seller or the Master Servicer of any federal
or state laws, rules or regulations relating to the Transaction, including
without limitation the maximum amount of interest permitted to be received on
account of any loan of money or with respect to the Student Loans; 





	 	         (vi)
the breach by the Depositor, the Seller or the Master Servicer of any of its
obligations under this Insurance Agreement or any of the other Transaction
Documents; and





	 	        (vii)
the breach by the Master Servicer, the Seller or the Depositor of any
representation or warranty on the part of the Master Servicer, the Seller or the
Depositor contained in the Transaction Documents or in any certificate or report
furnished or delivered to the Insurer thereunder. 





	 	        This
indemnity provision shall survive the termination of this Insurance Agreement
and shall survive until the statute of limitations has run on any causes of
action which arise from one of these reasons and until all suits filed as a
result thereof have been finally concluded. 





	 	        (b)
The Seller agrees to indemnify the Indenture Trustee and the Insurer for any and
all Liabilities incurred by the Issuer and the Insurer due to any claim,
counterclaim, rescission, setoff or defense asserted by an Obligor under any
Student Loan subject to the Federal Trade Commission regulations provided in
16 C.F.R. Part 433. 





	 	        (c)
Any party which proposes to assert the right to be indemnified under this
Section 3.04 will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim is to
be made against the Master Servicer, the Seller or the Depositor under this
Section 3.04, notify the Master Servicer, the Seller or the Depositor of
the commencement of such action, suit or proceeding, enclosing a copy of all
papers served. In case any action, suit or proceeding shall be brought against
any indemnified party and it shall notify the Master Servicer, the Seller or the
Depositor of the commencement thereof, the Master Servicer, the Seller or the
Depositor shall be entitled to participate in, and, to the extent that it shall
wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the Master Servicer, the Seller or the
Depositor to such indemnified party of its election so to assume the defense
thereof, the Master Servicer, the Seller or the Depositor shall not be liable to
such indemnified party for any legal or other expenses other than reasonable
costs of investigation subsequently incurred by such indemnified party in
connection with the defense thereof. The indemnified party shall have the right
to employ its counsel in any such action the defense of which is assumed by the
Master Servicer, the Seller or the Depositor in accordance with the terms of
this subsection (c), but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless the employment of counsel by such
indemnified party has been authorized by the Issuer, the Master Servicer, the
Seller or the Depositor. The Master Servicer, the Seller or the Depositor shall
not be liable for any settlement of any action or claim effected without its
consent. 





	 	        (d)
In addition to any and all rights of indemnification or any other rights of the
Insurer pursuant hereto or under law or equity, the Eligible Lender Trustee
agrees to pay, and to protect, indemnify and save harmless, the Insurer and its
officers, directors, shareholders, employees, agents, including each person, if
any, who controls the Insurer within the meaning of either Section 15 of
the Securities Act of 1933, as amended, or Section 20 of the Securities and
Exchange Act of 1934, as amended, from and against any and all claims, losses,
liabilities (including penalties), actions, suits, judgments, demands, damages,
costs or reasonable expenses (including, without limitation, reasonable fees and
expenses of attorneys, consultants and auditors and reasonable costs of
investigations) or obligations whatsoever of any nature arising out of the
breach by the Eligible Lender Trustee of any of its obligations under this
Insurance Agreement or under any other Transaction Document to which it is a
party. This indemnity provision shall survive the termination of this Insurance
Agreement and shall survive until the statute of limitations has run on any
causes of action which arise from one of these reasons and until all suits filed
as a result thereof have been finally concluded. 





        Section 3.05.
Payment Procedure. In the event of any payment by the Insurer, the
Eligible Lender Trustee, the Indenture Trustee, the Issuer, the Master Servicer,
the Seller, the Administrator and the Depositor agree to accept the voucher or
other evidence of payment as prima facie evidence of the propriety thereof and
the liability therefor to the Insurer. All payments to be made to the Insurer
under this Insurance Agreement shall be made to the Insurer in lawful currency
of the United States of America in immediately available funds at the
notice address for the Insurer as specified in Section 6.02 hereof on the
date when due or as the Insurer shall otherwise direct by written notice to the
other parties hereto. In the event that the date of any payment to the Insurer
or the expiration of any time period hereunder occurs on a day which is not a
Business Day, then such payment or expiration of time period shall be made or
occur on the next succeeding Business Day with the same force and effect as if
such payment was made or time period expired on the scheduled date of payment or
expiration date. Payments to be made to the Insurer under this Insurance
Agreement shall bear interest at the Late Payment Rate from the date when due to
the date paid. 


        Section 3.06.
Indemnification of the Indenture Trustee; Limitation of Liability.


	 	        (a)
Following the occurrence and during the continuation of an Event of Default
under Sections 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) of the Indenture or
following the acceleration of the Notes pursuant to Section 5.02 of the
Indenture and until such acceleration has been rescinded and annulled (in any
such case, an “Insurer Indemnification Period”), the Insurer agrees,
to the extent not otherwise paid by the Administrator pursuant to the terms of
Section 6.07 of the Indenture or paid to the Indenture Trustee pursuant to
clause FIRST or SIXTH of Section 5.04(b) of the Indenture, to pay and
indemnify the Indenture Trustee from and against any and all loss, liability or
reasonable expense (including, without limitation, reasonable fees and expenses
of attorneys) arising in respect of or in connection with any action taken by
the Indenture Trustee during an Insurer Indemnification Period which action has
been consented to or directed by the Insurer. The term “action” used
in the prior sentence shall include any action not taken by the Indenture
Trustee upon the direction of the Insurer or failure of the Insurer to so
direct, in each case after consultation with the Insurer. In the event the
Indenture Trustee will bear any such loss, liability and expense, the Indenture
Trustee (to the extent reasonably practicable) shall notify the Insurer of the
manner in which it intends to address such loss, liability and expense and shall
permit the Insurer to direct the Indenture Trustee’s actions in response
thereto. The Insurer shall not be liable to reimburse any expense or indemnify
against any loss, liability or expense incurred by the Indenture Trustee through
the Indenture Trustee’s own willful misconduct, negligence or bad faith.
This indemnity provision shall survive the termination of this Insurance
Agreement. 





	 	         (b)
The provisions of this Secition 3.06 are in addition to, and do not contravene
or override, the provisions of Section 6.01(g) of the Indenture.





	 	        (c)
In the event the Indenture Trustee proposes to assert the right to be
indemnified under this Section 3.06 it will, promptly after receipt of
notice of commencement of any action, suit or proceeding against it in respect
of which a claim is to be made against the Insurer under this Section 3.06,
notify the Insurer of the commencement of such action, suit or proceeding,
enclosing a copy of all papers served. In case any action, suit or proceeding
shall be brought against the Indenture Trustee and it shall notify the Insurer
of the commencement thereof, the Insurer shall be entitled to participate in,
and, to the extent that it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to the Indenture Trustee, and after notice from
the Insurer to the Indenture Trustee of its election so to assume the defense
thereof, the Insurer shall not be liable to the Indenture Trustee for any legal
or other expenses other than reasonable costs of investigation subsequently
incurred by the Indenture Trustee in connection with the defense thereof. The
Indenture Trustee shall have the right to employ its counsel in any such action
the defense of which is assumed by the Insurer in accordance with the terms of
this subsection (c), but the fees and expenses of such counsel shall be at
the expense of the Indenture Trustee unless (i) the employment of counsel
by the Indenture Trustee has been authorized by the Insurer, or (ii) the
named parties to any such action include the Indenture Trustee on the one hand
and, on the other hand, the Insurer, and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. The Insurer shall not be liable for any settlement of
any action or claim effected without its consent. 





Article IV



FURTHER AGREEMENTS


        Section
4.01. Effective Date; Term of the Insurance Agreement. This
Insurance Agreement shall take effect on the Date of Issuance and shall remain
in effect until the later of (a) such time as the Insurer is no longer
subject to a claim under the Policy and the Policy shall have been surrendered
to the Insurer for cancellation and (b) all amounts payable to the Insurer
by the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture
Trustee, the Seller, the Administrator or the Depositor or from any other source
under the Transaction Documents and all amounts payable under the Securities
have been paid in full; provided, however, that the provisions of
Sections 3.02, 3.03, 3.04 and 4.06 hereof shall survive any termination of
this Insurance Agreement. 


        Section 4.02.
Further Assurances and Corrective Instruments.


	 	        (a)
Excepting at such times as a default in payment under the Policy shall exist or
shall have occurred, none of the Issuer, the Master Servicer, the Eligible
Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the
Depositor shall grant any waiver of rights under any of the Transaction
Documents to which any of them is a party without the prior written consent of
the Insurer, and any such waiver without the prior written consent of the
Insurer shall be null and void and of no force or effect. 





	 	        (b)
To the extent permitted by law, the Issuer, the Master Servicer, the Eligible
Lender Trustee, the Indenture Trustee, the Seller, the Administrator and the
Depositor agree that they will, from time to time, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such supplements
hereto and such further instruments as the Insurer may request and as may be
required in the Insurer’s judgment to effectuate the intention of or
facilitate the performance of this Insurance Agreement. 





        Section 4.03.
Obligations Absolute.


	 	        (a)
The obligations of the Issuer, the Master Servicer, the Eligible Lender Trustee,
the Indenture Trustee, the Seller, the Administrator and the Depositor hereunder
shall be absolute and unconditional and shall be paid or performed strictly in
accordance with this Insurance Agreement under all circumstances irrespective
of: 





	 	         (i)
any lack of validity or enforceability of, or any amendment or other
modifications of, or waiver with respect to any of the Transaction Documents,
the Securities or the Policy;





	 	         (ii)
any exchange or release of any other obligations hereunder;




	 	        (iii)
the existence of any claim, setoff, defense, reduction, abatement or other right
that the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture
Trustee, the Seller, the Administrator or the Depositor may have at any time
against the Insurer or any other Person; 





	 	        (iv)
any document presented in connection with the Policy proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; 





	 	         (v)
any payment by the Insurer under the Policy against presentation of a
certificate or other document that does not strictly comply with terms of the
Policy;




	 	        (vi)
any failure of the Issuer, the Master Servicer, the Eligible Lender Trustee, the
Indenture Trustee, the Seller, the Administrator or the Depositor to receive the
proceeds from the sale of the Securities; or 





	 	        (vii)
any breach by the Issuer, the Master Servicer, the Eligible Lender Trustee, the
Indenture Trustee, the Seller, the Administrator or the Depositor of any
representation, warranty or covenant contained in any of the Transaction
Documents. 





	 	        (b)
The Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture
Trustee, the Seller, the Administrator, the Depositor and any and all others who
are now or may become liable for all or part of the obligations of the Issuer,
the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the
Seller, the Administrator or the Depositor under this Insurance Agreement agree
to be bound by this Insurance Agreement and (i) to the extent permitted by
law, waive and renounce any and all redemption and exemption rights and the
benefit of all valuation and appraisement privileges against the indebtedness
and obligations evidenced by any Transaction Document or by any extension or
renewal thereof; (ii) waive presentment and demand for payment, notices of
nonpayment and of dishonor, protest of dishonor and notice of protest;
(iii) waive all notices in connection with the delivery and acceptance
hereof and all other notices in connection with the performance, default or
enforcement of any payment hereunder, except as required by the Transaction
Documents; (iv) waive all rights of abatement, diminution, postponement or
deduction, or any defense other than payment, or any right of setoff or
recoupment arising out of any breach under any of the Transaction Documents by
any party thereto or any beneficiary thereof, or out of any obligation at any
time owing to the Issuer, the Master Servicer, the Eligible Lender Trustee, the
Indenture Trustee, the Seller, the Administrator or the Depositor;
(v) agree that its liabilities hereunder shall, except as otherwise
expressly provided in this Section 4.03, be unconditional and without regard to
any setoff, counterclaim or the liability of any other Person for the payment
hereof; (vi) agree that any consent, waiver or forbearance hereunder with
respect to an event shall operate only for such event and not for any subsequent
event; (vii) consent to any and all extensions of time that may be granted
by the Insurer with respect to any payment hereunder or other provisions hereof
and to the release of any security at any time given for any payment hereunder,
or any part thereof, with or without substitution, and to the release of any
Person or entity liable for any such payment; and (viii) consent to the
addition of any and all other makers, endorsers, guarantors and other obligors
for any payment hereunder, and to the acceptance of any and all other security
for any payment hereunder, and agree that the addition of any such obligors or
security shall not affect the liability of the parties hereto for any payment
hereunder. 





	 	        (c)
Nothing herein shall be construed as prohibiting the Issuer, the Master
Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the
Administrator or the Depositor from pursuing any rights or remedies it may have
against any other Person in a separate legal proceeding. 





        Section 4.04.
Assignments; Reinsurance; Third-party Rights.


	 	        (a)
This Insurance Agreement shall be a continuing obligation of the parties hereto
and shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. None of the Issuer, the
Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller,
the Administrator or the Depositor may assign its rights under this Insurance
Agreement, or delegate any of its duties hereunder, without the prior written
consent of the Insurer. Any assignment made in violation of this Insurance
Agreement shall be null and void. 





	 	        (b)
The Insurer shall have the right to give participations in its rights under this
Insurance Agreement and to enter into contracts of reinsurance with respect to
the Policy upon such terms and conditions as the Insurer may in its discretion
determine; provided, however, that no such participation or reinsurance
agreement or arrangement shall relieve the Insurer of any of its obligations
hereunder or under the Policy. 





	 	        (c)
In addition, the Insurer shall be entitled to assign or pledge to any bank or
other lender providing liquidity or credit with respect to the Transaction or
the obligations of the Insurer in connection therewith any rights of the Insurer
under the Transaction Documents or with respect to any real or personal property
or other interests pledged to the Insurer, or in which the Insurer has a
security interest, in connection with the Transaction. 





	 	        (d)
Except as provided herein with respect to participants and reinsurers, nothing
in this Insurance Agreement shall confer any right, remedy or claim, express or
implied, upon any Person, including, particularly, any Owner, other than the
Insurer against the Issuer, the Master Servicer, the Eligible Lender Trustee,
the Indenture Trustee, the Seller, the Administrator or the Depositor, and all
the terms, covenants, conditions, promises and agreements contained herein shall
be for the sole and exclusive benefit of the parties hereto and their successors
and permitted assigns. Neither the Indenture Trustee nor any Owner shall have
any right to payment from any Premiums paid or payable hereunder or under the
Indenture or from any other amounts paid by the Issuer, the Master Servicer, the
Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or
the Depositor pursuant to Section 3.02, 3.03 or 3.04 hereof. 





	 	        (e)
The Issuer, the Master Servicer, the Indenture Trustee, the Seller, the
Depositor, the Administrator and the Eligible Lender Trustee agree that the
Insurer shall have all rights of a third-party beneficiary in respect of the
Indenture, the Sale and Servicing Agreement and each other Transaction Document
to which it is not a signing party and hereby incorporate and restate their
representations, warranties and covenants as set forth therein for the benefit
of the Insurer. 





        Section 4.05.
Liability of the Insurer. Neither the Insurer nor any of its
officers, directors or employees shall be liable or responsible for (a) the
use that may be made of the Policy by the Indenture Trustee or for any acts or
omissions of the Indenture Trustee in connection therewith or (b) the
validity, sufficiency, accuracy or genuineness of documents delivered to the
Insurer (or its Fiscal Agent) in connection with any claim under the Policy, or
of any signatures thereon, even if such documents or signatures should in fact
prove to be in any or all respects invalid, insufficient, fraudulent or forged
(unless the Insurer shall have actual knowledge thereof). In furtherance and not
in limitation of the foregoing, the Insurer (or its Fiscal Agent) may accept
documents that appear on their face to be in order, without responsibility for
further investigation. 


        Section 4.06.
Parties Will Not Institute Insolvency Proceedings. So long as this
Agreement is in effect, and for one year following its termination, none of the
parties hereto will file any involuntary petition or otherwise institute any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law against
the Issuer or the Depositor. 


         Section 4.07.
Eligible Lender Trustee, Indenture Trustee, Depositor, Administrator,
Seller, Issuer and Master Master Servicer To Join in Enforcement Action.
To the extent necessary to enforce any right of the Insurer in or remedy of the
Insurer under any Student Loan, the Eligible Lender Trustee, the Indenture
Trustee, the Depositor, the Administrator, the Seller, the Issuer and the Master
Servicer agree to join in any action initiated by the Issuer or the Insurer for
the protection of such right or exercise of such remedy. 


        Section 4.08.
Subrogation. To the extent of any payments under the Policy, the
Insurer shall be fully subrogated to any remedies against the Issuer, the
Depositor, the Administrator the Issuer or the Master Servicer or in respect of
the Student Loans available to the Indenture Trustee under the Sale and
Servicing Agreement and the Indenture. The Indenture Trustee acknowledges such
subrogation and, further, agrees to execute such instruments prepared by the
Insurer and to take such reasonable actions as, in the sole judgment of the
Insurer, are necessary to evidence such subrogation and to perfect the rights of
the Insurer to receive any moneys paid or payable under the Indenture and the
Sale and Servicing Agreement. 


Article V



DEFAULTS; REMEDIES


         Section 5.01.
Defaults. The occurrence of any of the following events shall
constitute an Event of Default hereunder:


	 	        (a)
any representation or warranty made by the Issuer, the Master Servicer, the
Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or
the Depositor hereunder or under the Transaction Documents, or in any
certificate furnished hereunder or under the Transaction Documents, shall prove
to be untrue or incomplete in any material respect; 





	 	        (b)(i)
the Issuer, the Master Servicer, the Eligible Lender Trustee, the Seller or the
Depositor shall fail to pay when due any amount payable by the Issuer, the
Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller,
the Administrator or the Depositor hereunder or (ii) a legislative body has
enacted any law that declares or a court of competent jurisdiction shall find or
rule that any Transaction Document is not valid and binding on the Issuer, the
Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller,
the Administrator or the Depositor; 





	 	         (c)
the occurrence and continuance of an "Event of Default" under the Indenture, as
defined therein.





	 	        (d)
any failure on the part of the Issuer, the Master Servicer, the Eligible Lender
Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor
duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Issuer, the Master Servicer, the Eligible Lender
Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor
contained in this Insurance Agreement or in any other Transaction Document which
continues unremedied for a period of 30 days with respect to this Insurance
Agreement, or, with respect to any other Transaction Document, beyond any cure
period provided for therein, after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Issuer,
the Master Servicer, the Seller, the Administrator or the Depositor, as
applicable, by the Insurer (with a copy to the Eligible Lender Trustee and the
Indenture Trustee) or by the Eligible Lender Trustee or the Indenture Trustee
(with a copy to the Insurer); 





	 	        (e)
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator or other similar official in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Issuer, the Master Servicer, the Seller, the
Administrator or the Depositor and such decree or order shall have remained in
force undischarged or unstayed for a period of 90 consecutive days; 





	 	        (f)
the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor
shall consent to the appointment of a conservator or receiver or liquidator or
other similar official in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the Issuer, the
Master Servicer, the Seller, the Administrator or the Depositor or of or
relating to all or substantially all of the property of either; 





	 	        (g)
the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor
shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of or otherwise voluntarily commence a
case or proceeding under any applicable bankruptcy, insolvency, reorganization
or other similar statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations; 





	 	         (h)
the occurrence and continuance of a "Master Servicer Default" or an
"Administrator Default" under the Sale and Servicing Agreement as defined
herein; or





	 	         (i)
the failure of the Seller to comply with, or maintain the accuracy of, the
Opinion Facts and Assumptions.





        Section 5.02.
Remedies; No Remedy Exclusive.


	  	        (a)
Upon the occurrence of an Event of Default, the Insurer may exercise any one or
more of the rights and remedies set forth below: 





	 	        (i)
exercise any rights and remedies under the Transaction Documents in accordance
with the terms of the Transaction Documents or direct the Indenture Trustee or
the Eligible Lender Trustee to exercise such remedies in accordance with the
terms of the Transaction Documents; or 





	 	        (ii)
take whatever action at law or in equity as may appear necessary or desirable in
its judgment to collect the amounts then due under the Transaction Documents or
to enforce performance and observance of any obligation, agreement or covenant
of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture
Trustee, the Seller, the Administrator or the Depositor under the Transaction
Documents. 





	 	        (b)
Unless otherwise expressly provided, no remedy herein conferred upon or reserved
is intended to be exclusive of any other available remedy, but each remedy shall
be cumulative and shall be in addition to other remedies given under the
Transaction Documents or existing at law or in equity. No delay or omission to
exercise any right or power accruing under the Transaction Documents upon the
happening of any event set forth in Section 5.01 hereof shall impair any
such right or power or shall be construed to be a waiver thereof, but any such
right and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Insurer to exercise any remedy reserved to
the Insurer in this Article, it shall not be necessary to give any notice other
than such notice as may be required in this Article V. 





        Section 5.03.
Waivers.


	 	        (a)
No failure by the Insurer to exercise, and no delay by the Insurer in
exercising, any right hereunder shall operate as a waiver thereof. The exercise
by the Insurer of any right hereunder shall not preclude the exercise of any
other right, and the remedies provided herein to the Insurer are declared in
every case to be cumulative and not exclusive of any remedies provided by law or
equity. 





	 	        (b)
The Insurer shall have the right, to be exercised in its complete discretion, to
waive any Event of Default hereunder, by a writing setting forth the terms,
conditions and extent of such waiver signed by the Insurer and delivered to the
Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee,
the Seller, the Administrator and the Depositor. Unless such writing expressly
provides to the contrary, any waiver so granted shall extend only to the
specific event or occurrence which gave rise to the Event of Default so waived
and not to any other similar event or occurrence which occurs subsequent to the
date of such waiver. 





Article VI



MISCELLANEOUS


        Section 6.01.
Amendments, Etc. This Insurance Agreement may be amended, modified
or terminated only by written instrument or written instruments signed by the
parties hereto. The Master Servicer agrees to promptly provide a copy of any
amendment to this Insurance Agreement to the Indenture Trustee, the Eligible
Lender Trustee, S&P, Fitch and Moody’s. No act or course of dealing
shall be deemed to constitute an amendment, modification or termination hereof.



        Section 6.02.
Notices. All demands, notices and other communications to be given
hereunder shall be in writing (except as otherwise specifically provided herein)
and shall be mailed by registered mail or personally delivered or telecopied to
the recipient as follows: 


	  	(a) 	To the Insurer:



MBIA Insurance Corporation

113 King Street

Armonk, NY 10504

Attention:  Insured Portfolio Management-Structured Finance (IPM-SF)

             
     (KeyCorp Student Loan Trust 2000-A

             
     Floating Rate Asset-Backed Notes)

Telecopy No.: (914) 765-3810

Confirmation: (914) 765-3781





	 	(in each case in which notice or other communication
to the Insurer refers to an Event of Default, a claim on the Policy or with
respect to which failure on the part of the Insurer to respond shall be deemed
to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of each of the general
counsel and the Insurer and shall be marked to indicate “URGENT MATERIAL
ENCLOSED.”)





	  	(b) 	To the Seller:



Key Bank USA, National Association

4th Floor

800 Superior Avenue

Cleveland, OH 44114

Attention:  Key Education Resources,

             
     KeyCorp Student Loan Trust 2000-A

Telecopy No.: (216)828-9301

Confirmation: (212)828-9342 





	  	(c) 	To the Master Servicer:



Key Bank USA, National Association

4th Floor

800 Superior Avenue

Cleveland, OH 44114

Attention:  Key Education Resources,

           
       KeyCorp Student Loan Trust 2000-A

Telecopy No.: (216)828-9301

Confirmation: (212)828-9342 





	 	(d) 	To the Eligible Lender Trustee:



Bank One, National Association

Bank One Plaza

Chicago, IL 60670

Attention: Corporate Trust Administration

Telecopy No.: (312)407-1708

Confirmation: (312)407-0192





	  	(e) 	To the Depositor:



Key Bank USA, National Association

4th Floor

800 Superior Avenue

Cleveland, OH 44114

Attention:  Key Education Resources,

           
       KeyCorp Student Loan Trust 2000-A

Telecopy No.: (216)828-9301

Confirmation: (212)828-9342 





	 	(f)	To the Indenture Trustee:



Bankers Trust Company

10th Floor

4 Albany Street

New York, NY 10006

Attention: Corporate Trust and Agency Group

Telecopy No.: (212)250-6439

Confirmation: (212)250-6501






	  	(g) 	To the Administrator:



Key Bank USA, National Association

4th Floor

800 Superior Avenue

Cleveland, OH 44114

Attention:  Key Education Resources,

             
       KeyCorp Student Loan Trust 2000-A

Telecopy No.: (216)828-9301

Confirmation: (212)828-9342 



        A party may
specify an additional or different address or addresses by writing mailed or
delivered to the other parties as aforesaid. All such notices and other
communications shall be effective upon receipt. 


        Section 6.03.
Severability. In the event that any provision of this Insurance
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate or
render unenforceable any other provision hereof. The parties hereto further
agree that the holding by any court of competent jurisdiction that any remedy
pursued by any party hereto is unavailable or unenforceable shall not affect in
any way the ability of such party to pursue any other remedy available to it.



         Section 6.04.
Governing Law. THIS INSURANCE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CHOICE OF LAW PROVISIONS.


        Section 6.05.
Consent to Jurisdiction.


	 	        (a)
The parties hereto hereby irrevocably submit to the jurisdiction of the United
States District Court for the Southern District of New York and any court
in the State of New York located in the City and County of New York,
and any appellate court from any thereof, in any action, suit or proceeding
brought against it and to or in connection with any of the Transaction Documents
or the transactions contemplated thereunder or for recognition or enforcement of
any judgment, and the parties hereto hereby irrevocably and unconditionally
agree that all claims in respect of any such action or proceeding may be heard
or determined in such New York state court or, to the extent permitted by
law, in such federal court. The parties hereto agree that a final nonappealable
judgment in any such action, suit or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. To the extent permitted by applicable law, the parties hereto
hereby waive and agree not to assert by way of motion, as a defense or otherwise
in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such courts, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that the related documents or the subject matter
thereof may not be litigated in or by such courts. 





	 	        (b)
To the extent permitted by applicable law, the parties hereto shall not seek and
hereby waive the right to any review of the judgment of any such court by any
court of any other nation or jurisdiction which may be called upon to grant an
enforcement of such judgment. 





	 	        (c)
Except as provided in Section 4.06 herein, nothing contained in this
Insurance Agreement shall limit or affect the Insurer’s right to serve
process in any other manner permitted by law or to start legal proceedings
relating to any of the Transaction Documents against any party hereto or its or
their property in the courts of any jurisdiction. 





        Section 6.06.
Consent of the Insurer. In the event that the consent of the
Insurer is required under any of the Transaction Documents, the Insurer shall
not unreasonably withhold its consent except that the determination whether to
grant or withhold any such consent required under Article VIII of the Sale
and Servicing Agreement or Article V of the Indenture shall be made by the
Insurer in its sole discretion without any implied duty towards any other
Person. 


         Section 6.07.
Counterparts. This Insurance Agreement may be executed in
counterparts by the parties hereto, and all such counterparts shall constitute
one and the same instrument.


        Section 6.08.
Headings. The headings of Articles and Sections and the Table of
Contents contained in this Insurance Agreement are provided for convenience
only. They form no part of this Insurance Agreement and shall not affect its
construction or interpretation. Unless otherwise indicated, all references to
Articles and Sections in this Insurance Agreement refer to the corresponding
Articles and Sections of this Insurance Agreement. 


        Section 6.09.
Trial by Jury Waived. Each party hereto hereby waives, to the
fullest extent permitted by law, any right to a trial by jury in respect of any
litigation arising directly or indirectly out of, under or in connection with
any of the Transaction Documents or any of the transactions contemplated
thereunder. Each party hereto (a) certifies that no representative, agent
or attorney of any party hereto has represented, expressly or otherwise, that it
would not, in the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it has been induced to enter into the Transaction
Documents to which it is a party by, among other things, this waiver.



        Section 6.10.
Limited Liability. No recourse under any Transaction Document
shall be had against, and no personal liability shall attach to, any officer,
employee, director, affiliate or shareholder of any party hereto, as such, by
the enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute or otherwise in respect of any of the Transaction
Documents, the Securities or the Policy, it being expressly agreed and
understood that each Transaction Document is solely a corporate obligation of
each party hereto, and that any and all personal liability, either at common law
or in equity, or by statute or constitution, of every such officer, employee,
director, affiliate or shareholder for breaches by any party hereto of any
obligations under any Transaction Document is hereby expressly waived as a
condition of and in consideration for the execution and delivery of this
Insurance Agreement. 


        Section 6.11.
Entire Agreement. The Transaction Documents and the Policy set
forth the entire agreement between the parties with respect to the subject
matter thereof, and this Insurance Agreement supersedes and replaces any
agreement or understanding that may have existed between the parties prior to
the date hereof in respect of such subject matter. 


[Remainder of page intentionally blank; signature
page follows]



        IN WITNESS
WHEREOF, the parties hereto have executed this Insurance Agreement, all as of
the day and year first above mentioned. 


	  	 MBIA INSURANCE CORPORATION





By  /s/ Amy R. Gonch       
        

Title Assistant Secretary





KEY BANK USA, NATIONAL

ASSOCIATION, as Master Servicer





By  /s/ Randall M. Behm       
        

Title Senior Vice President





KEY BANK USA, NATIONAL

ASSOCIATION, as Seller





By  /s/ Randall M. Behm       
        

Title Senior Vice President





KEY BANK USA, NATIONAL

ASSOCIATION, as Depositor





By  /s/ Randall M. Behm       
        

Title Senior Vice President





KEY BANK USA, NATIONAL

ASSOCIATION, as Administrator





By  /s/ Randall M. Behm       
        

Title Senior Vice President





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 Issuer





By  /s/ Keith R. Richardson       
        

Title Authorized Officer





BANK ONE, NATIONAL ASSOCIATION, as

Eligible Lender Trustee





By  /s/ Keith R. Richardson       
        

Title Authorized Officer





BANKERS TRUST COMPANY, as Indenture

Trustee





By  /s/ Franco B. Talavera       
        

Title Assistant Vice President