EXHIBIT 4.2


 Exhibit 4.2          



Execution Copy      





AMENDED AND RESTATED

TRUST AGREEMENT


between


KEY BANK USA, NATIONAL ASSOCIATION

as Depositor


and


BANK ONE, NATIONAL ASSOCIATION,

not in its individual capacity but solely

as Eligible Lender Trustee









Dated as of June 1, 2000

















TABLE OF CONTENTS


Page            
   


ARTICLE I



Definitions and Usage



ARTICLE II



Organization


	SECTION 2.01.

                         SECTION 2.02.

                         SECTION 2.03.

                         SECTION 2.04.

                         SECTION 2.05.

                         SECTION 2.06.

                         SECTION 2.07.

                         SECTION 2.08.

                         SECTION 2.09.

                         SECTION 2.10.
	 	 Name

                          Office

                          Purposes and Powers

                          Appointment of Eligible Lender Trustee

                          Initial Capital Contribution of Trust Estate

                          Declaration of Trust

                          [RESERVED]

                          Title to Trust Property; Situs of Trust

                          Representations and Warranties of the Depositor

                          Federal Income Tax Allocations
	  	1

                         2

                         2

                         2

                         3

                         3

                         3

                         3

                         4

                         5





ARTICLE III



Trust Certificate and Transfer of Interests



	SECTION 3.01.

                         SECTION 3.02.

                         SECTION 3.03.

                         SECTION 3.04.



                         SECTION 3.05.

                         SECTION 3.06.

                         SECTION 3.07.

                         SECTION 3.08.

                         SECTION 3.09.

                         SECTION 3.10.	 	Initial Beneficial Ownership

                         The Trust Certificate

                         Authentication of Trust Certificate

                         Registration of Transfer and Exchange of Trust Certificate

                         Mutilated, Destroyed, Lost or Stolen Trust Certificate

                         Persons Deemed Owners

                         [RESERVED]

                         Maintenance of Office or Agency

                         Appointment of Certificate Paying Agent

                         Restrictions on Transfers of the Trust Certificate	 	5

5

5



6

7

7

7

7

8

8





ARTICLE IV



Actions by Eligible Lender Trustee



	SECTION 4.01.

                         SECTION 4.02.



                         SECTION 4.03.

                         SECTION 4.04.	  	Prior Notice to with Respect to Certain Matters

                         Action by Certificateholder with Respect to Certain Matters

                         Action by Certificateholder with Respect to Bankruptcy

                         Restrictions on Certificateholder's Power	 	10



13

13

13



ARTICLE V



Application of Trust Funds; Certain Duties


	SECTION 5.01.

                         SECTION 5.02.

                         SECTION 5.03.

                         SECTION 5.04.



                         SECTION 5.05.
	  	Application of Trust Funds

                         Method of Payment

                         No Segregation of Moneys; No Interest

                         Accounting and Reports to the Noteholders,

                         Certificateholder, the Internal Revenue Service and Others

                         Signature on Returns; Tax Matters Partner	 	13

14

14



15

15




ARTICLE VI



Authority and Duties of Eligible Lender Trustee


	SECTION 6.01.

                         SECTION 6.02.

                         SECTION 6.03.

                         SECTION 6.04.

                         

                         SECTION 6.05.

                         SECTION 6.06.	 	General Authority

                         General Duties

                         Action Upon Instruction

                         No Duties Except as Specified in this Trust Agreement,

                         the Sale and Servicing Agreement, or in Instructions

                         No Action Except Under Specified Documents or Instructions

                         Restrictions
	 	15

16

16



18

18

18



ARTICLE VII



Concerning the Eligible Lender Trustee





	SECTION 7.01.

                         SECTION 7.02.

                         SECTION 7.03.

                         SECTION 7.04.

                         SECTION 7.05.

                         SECTION 7.06.

                         

                         SECTION 7.07.
	 	Acceptance of Trusts and Duties

                         Furnishing of Documents

                         Representations and Warranties

                         Reliance; Advice of Counsel

                         Not Acting in Individual Capacity

                         Eligible Lender Trustee Not Liable for Trust Certificate

                         or Financed Student Loans

                         Eligible Lender Trustee May Not Own Trust Certificate

                         and May Own Notes	 	18

20

20

21

21



22



22 





ARTICLE VIII



Compensation of Eligible Lender Trustee


	 SECTION 8.01.

                          SECTION 8.02.	 	Eligible Lender Trustee's Fees and Expenses

                         Payments to the Eligible Lender Trustee	  	23

23





ARTICLE IX



Termination of Trust Agreement


	SECTION 9.01.	 	Termination of Trust Agreement	 	23





ARTICLE X



Successor Eligible Lender Trustees and Additional Eligible Lender Trustees


	 SECTION 10.01.

                          SECTION 10.02.

                          SECTION 10.03.

                          SECTION 10.04.

                          SECTION 10.05.	 	Eligibility Requirements for Eligible Lender Trustee

                         Resignation or Removal of Eligible Lender Trustee

                         Successor Eligible Lender Trustee

                         Merger or Consolidation of Eligible Lender Trustee

                         Appointment of Co-Eligible Lender Trustee or Separate 

                         Eligible Lender Trustee	 	24

25

26

27



27 





ARTICLE XI



Miscellaneous



	 SECTION 11.01.

                          SECTION 11.02.

                          SECTION 11.03.

                          SECTION 11.04.

                          SECTION 11.05.

                          SECTION 11.06.

                          SECTION 11.07.

                          SECTION 11.08.

                          SECTION 11.09.

                          SECTION 11.10.

                          SECTION 11.11.

                          SECTION 11.12.	 	 Supplements and Amendments

                          No Legal Title to Trust Estate in Certificateholder

                          Limitations on Rights of Others

                          Notices

                          Severability

                          Separate Counterparts

                          Successors and Assigns

                          No Petition

                          No Recourse

                          Headings

                          Governing Law

                          Third Party Beneficiaries	 	29

30

30

30

30

31

31

31

31

32

32

32




	 EXHIBIT A

                          EXHIBIT B

                          EXHIBIT C-1

                          EXHIBIT C-2	  	Form of Trust Certificate

                         Form of Transferor Letter

                         Form of Non-Rule 144A Transferee Letter

                         Form of Rule 144A Transferee Letter 	  	 








           AMENDED AND
RESTATED TRUST AGREEMENT (the "Trust Agreement") dated as of June 1, 2000,
between KEY BANK USA, NATIONAL ASSOCIATION, a national banking association, as
Depositor (the "Depositor"), and BANK ONE, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as Eligible
Lender Trustee (the "Eligible Lender Trustee"), amending and restating that
certain trust agreement (the "Original Trust Agreement") dated as of May 31,
2000 between the parties hereto.


           WHEREAS the
Original Trust Agreement was entered into as of May 31, 2000;


           WHEREAS the
Original Trust Agreement is hereby amended and restated in its entirety as of
June 1, 2000 in order to make such changes and modifications as are set forth
herein; and


          WHEREAS, in connection therewith, the Depositor and the Eligible Lender Trustee
agree that the terms and provisions of the Original Trust Agreement shall no
longer have any force and effect with respect to any date on or after the date
as of which this Amended and Restated Trust Agreement is being entered into
(other than Section 4 thereof to the extent applicable to the allocation of
collections, Interest Subsidy Payments and Special Allowance Payments accruing
during any period prior to the Cutoff Date).


           NOW, THEREFORE,
the Depositor and the Eligible Lender Trustee hereby agree as follows:



ARTICLE I



Definitions and Usage


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



ARTICLE II



Organization


          SECTION
2.01.  Name.   The Trust created under the Original
Trust Agreement shall be known as  "KeyCorp Student Loan Trust 2000-A" in
which name the Eligible Lender Trustee may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued. The Trust shall constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C.ss.ss.3801 et seq.(the
"Business Trust Act")


          SECTION
2.02.  Office.   The office of the Trust shall be in
care of the Eligible Lender Trustee at its Corporate Trust Office or at such
other address as the Eligible Lender Trustee may designate by written notice to
the Securities Insurer, the Swap Counterparty, the Administrator, the Depositor,
and, if different, the holder of the Trust Certificate.


           SECTION 2.03.  
Purposes and Powers.    The purpose of the Trust is to
engage in the following activities:


	 	          (i)    to issue the Notes pursuant to the Indenture and the Trust Certificate pursuant to this
         Trust Agreement and to sell the Notes in one or more transactions;




          (ii)   
with the proceeds of the sale of the Notes, to purchase the Financed Student
Loans and to fund the Pre-Funding Account pursuant to the Sale and Servicing
Agreement;



          (iii)   
to assign, grant, transfer, pledge, mortgage and convey the Trust Estate
pursuant to the Indenture and to hold, manage and distribute to the holder of
the Trust Certificate pursuant to the terms of the Sale and Servicing Agreement
any portion of the Trust Estate released from the Lien of, and remitted to the
Trust pursuant to, the Indenture;



          (iv)    to enter into
and perform its obligations under the Basic Documents to which it is to be a
party;



          (v)    
to engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith; and



          (vi)   subject to compliance with the Basic Documents, to engage in such other activities as may
         be required in connection with conservation of the Trust Estate and the making of distributions to the
         holder of the Trust Certificate, the holders of the Notes and the others specified in Section 5.05 of
         the Sale and Servicing Agreement.




The Trust shall not engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Trust Agreement or the other Basic Documents. 


          SECTION
2.04.   Appointment of Eligible Lender Trustee. The Depositor
hereby appoints the Eligible Lender Trustee as trustee of the Trust effective as
of the date hereof, to have all the rights, powers and duties set forth herein.


           Bank One
Delaware, Inc. is appointed the initial Delaware Trustee. The Delaware Trustee
shall not have any of the powers or duties of the Eligible Lender Trustee or of
a trustee generally set forth herein, except as required under the Delaware
Business Trust Act. The Delaware Trustee shall be a trustee hereunder for the
sole and limited purpose of fulfilling the requirements of Section 3807(a) of
the Delaware Business Trust Act.


           SECTION 2.05.  
Initial Capital Contribution of Trust Estate. Pursuant to the Original Trust
Agreement, the Depositor has sold, assigned, transferred, conveyed and set over
to the Eligible Lender Trustee, as of the date thereof, the sum of $10.00. The
Eligible Lender Trustee hereby acknowledges receipt in trust from the Depositor,
as of the date thereof, of the foregoing contribution, which shall constitute
the initial Trust Estate and shall be deposited in the Collection Account. The
Depositor shall pay the organizational expenses of the Trust as they may arise
or shall, upon the request of the Eligible Lender Trustee, promptly reimburse
the Eligible Lender Trustee for any such expenses paid by the Eligible Lender
Trustee.


           SECTION 2.06.   
Declaration of Trust. The Eligible Lender Trustee hereby declares that it will
hold the Trust Estate upon and subject to the conditions set forth herein for
the use and benefit of the holder of the Trust Certificate, subject to the
obligations of the Trust under the other Basic Documents. It is the intention of
the parties hereto that the Trust constitute a business trust under the Business
Trust Act and that this Trust Agreement constitute the governing instrument of
such trust. It is the intention of the parties hereto that, solely for income
and franchise tax purposes, the Trust shall be treated as a disregarded entity,
with the Trust being owned by the holder of the Trust Certificate. The parties
agree that, unless otherwise required by appropriate tax authorities, the Trust
will file or cause to be filed annual or other necessary returns, reports and
other forms, if any, consistent with the characterization of the Trust as
provided in the preceding sentence for such tax purposes. Effective as of the
date hereof, the Eligible Lender Trustee shall have all rights, powers and
duties set forth herein and in the Business Trust Act with respect to
accomplishing the purposes of the Trust. The Eligible Lender Trustee has filed
the Certificate of Trust with the Secretary of State of the State of Delaware on
May 31, 2000.


          SECTION
2.07.    [RESERVED]


           SECTION 2.08.   
Title to Trust Property; Situs of Trust. (a) Legal title to all the Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Trust Estate to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in the Eligible Lender Trustee, a co-trustee and/or
a separate trustee, as the case may be; provided that, legal title to the
Financed Student Loans shall be vested at all times in the Eligible Lender
Trustee on behalf of the Trust.


           (b) Neither the
Depositor nor any subsequent holder of the Trust Certificate shall have legal
title to any part of the Trust Estate. No transfer by operation of law or
otherwise of any interest of the Depositor nor any subsequent holder of the
Trust Certificate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
any part of the Trust Estate.


          (c) The Trust will be located in the State of Delaware. All bank
accounts maintained by the Administrator in the name of the Eligible Lender
Trustee or the Indenture Trustee, as applicable, on behalf of the Trust, shall
be located only in the States of Delaware, Ohio, Illinois or New York. The Trust
shall not have any employees; provided, however, that nothing herein shall
restrict or prohibit the Eligible Lender Trustee from having employees within or
without the State of Delaware. Payments will be received by the Trust only in
Delaware, Ohio, Illinois or New York, and payments will be made by the Trust
only from Delaware, Ohio, Illinois or New York. The principal place of business
of the Trust will be at the Corporate Trust Office of the Eligible Lender
Trustee. 


          SECTION
2.09.   Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Eligible Lender Trustee, the
Swap Counterparty and the Securities Insurer that:


           (a) The
Depositor is duly organized and validly existing as a national banking
association in good standing under the laws of the United States of America,
with power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is presently conducted.


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


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


           (d) The
consummation of the transactions contemplated by this Trust Agreement and the
fulfillment of the terms hereof do not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the articles of association or by-laws
of the Depositor, or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than pursuant to the Basic
Documents); nor violate any law or, to the Depositor's knowledge, any order,
rule or regulation applicable to the Depositor of any court or of any Federal or
state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its properties.


           SECTION 2.10.   
Federal Income Tax Allocations. Net income of the Trust for any Collection
Period as determined for Federal income tax purposes (and each item of income,
gain, loss and deduction entering into the computation thereof) shall be
allocated to the holder of the Trust Certificate.



ARTICLE III



Trust Certificate and Transfer of Interests


          SECTION
3.01.    Initial Beneficial Ownership. Upon the formation
of the Trust by the contribution by the Depositor pursuant to Section 2.05 and
until the issuance of the Trust Certificate, the Depositor shall be the sole
beneficial owner of the Trust.


           SECTION 3.02.   
The Trust Certificate. The Trust Certificate shall be issued as a single,
physical, full registered certificate, substantially in the form
of Exhibit A hereto and shall be executed on behalf of the Trust by manual
or facsimile signature of an authorized officer of the Eligible Lender Trustee,
upon the order of the Depositor to the Eligible Lender Trustee concurrently with
the initial sale and assignment to the Trust of the Financed Student Loans. The
Trust Certificate shall represent the entire beneficial ownership interest in
the assets of the Trust, subject to the debt represented by the Notes. The
initial Trust Certificate and each Trust Certificate issued in exchange or upon
transfer therefor shall be manually executed by an Authorized Officer of the
Eligible Lender Trustee. Any Trust Certificate bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be valid and
binding obligations of the Trust, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such Trust Certificate or did not hold such offices at the date of
authentication and delivery of such Trust Certificate. The initial holder of the
Trust Certificate shall be the Depositor. 


          A transferee of the Trust Certificate shall the "holder of the Trust Certificate" for all purposes
hereunder, and shall be entitled to the rights and be subject to the obligations of the holder of the Trust
Certificate hereunder, upon such transferee's acceptance of the Trust Certificate duly registered in such
transferee's name pursuant to Section 3.04 below.


          SECTION 3.03.   
 Authentication of Trust Certificate.  Concurrently with the initial sale of the
Financed Student Loans to the Trust pursuant to the Sale and Servicing
Agreement, the Eligible Lender Trustee shall cause the Trust Certificate to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, signed by its chairman of the board, its
president or any vice president, without further action by the Depositor. No
Trust Certificate shall entitle its holder to any benefit under this Trust
Agreement, or shall be valid for any purpose, unless there shall appear on such
Trust Certificate a certificate of authentication substantially in the form set
forth in Exhibit A, executed by the Eligible Lender Trustee or First Chicago
Trust Company of New York, as the Eligible Lender Trustee's authenticating
agent, by manual signature; such authentication shall constitute conclusive
evidence that such Trust Certificate shall have been duly authenticated and
delivered hereunder. Each Trust Certificate shall be dated the date of its
authentication. No further Trust Certificate shall be issued except pursuant to
Section 3.04, 3.05 or 3.10 hereunder.


          SECTION 3.04.   
Registration of Transfer and Exchange of Trust Certificate.  The Certificate
Registrar shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 3.08, a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Eligible Lender Trustee shall
provide for the registration of the Trust Certificate and of transfers and
exchanges of the Trust Certificate as herein provided. The Eligible Lender
Trustee shall be the initial Certificate Registrar.


           Upon surrender
for registration of transfer of any Trust Certificate at the office or agency
maintained pursuant to Section 3.08, the Eligible Lender Trustee shall execute,
authenticate and deliver (or shall cause First Chicago Trust Company of New York
as its authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, a new Trust Certificate dated the date of
authentication by the Eligible Lender Trustee or any authenticating agent. At
any one time, only one Trust Certificate, representing 100% of all the Trust
Certificates, shall be issued and outstanding, and there shall be only a single
beneficial owner of such Trust Certificate, who also shall be the holder of such
Trust Certificate.


           Every Trust
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory to
the Eligible Lender Trustee and the Certificate Registrar duly executed by the
holder of the Trust Certificate or his attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in Security Transfer Agent's Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act. Each Trust Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by the
Eligible Lender Trustee in accordance with its customary practice.


           No service
charge shall be made for any registration of transfer or exchange of a Trust
Certificate, but the Eligible Lender Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of a Trust
Certificate.


           The preceding
provisions of this Section notwithstanding, the Eligible Lender Trustee shall
not be required to make and the Certificate Registrar need not register
transfers or exchanges of a Trust Certificate for a period of five Business Days
preceding any Distribution Date with respect to such Trust Certificate.


          SECTION 3.05.   
Mutilated, Destroyed, Lost or Stolen Trust Certificate.  If (a) any mutilated
Trust Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Trust Certificate, and (b) there shall be
delivered to the Certificate Registrar and the Eligible Lender Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Certificate shall have been
acquired by a bona fide purchaser, the Eligible Lender Trustee on behalf of the
Trust shall execute and the Eligible Lender Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Certificate, a new Trust Certificate of the same class. In
connection with the issuance of any new Trust Certificate under this Section,
the Eligible Lender Trustee and the Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Trust Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Certificate shall be found at any time.


          SECTION
3.06.    Persons Deemed Owners. Prior to due presentation of a
Trust Certificate for registration of transfer, the
Eligible Lender Trustee or the Certificate Registrar and any agent of any
thereof may treat the Person in whose name any Trust Certificate shall be
registered in the Certificate Register as the owner of such Trust Certificate
for the purpose of receiving distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and neither the Eligible Lender Trustee, the
Certificate Registrar nor any agent of any thereof shall be bound by any notice
to the contrary. Initially, the Certificate Registrar shall register the
Depositor as the sole holder of the Trust Certificate in the Certificate
Register.


          SECTION 3.07.   
 [RESERVED].


          SECTION 3.08.   
Maintenance of Office or Agency. The Eligible Lender Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Trust Certificate may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Eligible Lender Trustee in respect of the Trust Certificate and the other
Basic Documents may be served. The Eligible Lender Trustee initially designates
1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670, as its principal
Corporate Trust Office. The Eligible Lender Trustee hereby designates First
Chicago Trust Company of New York as the initial authenticating agent (the
"Authenticating Agent") to act on its behalf. The Eligible Lender Trustee's New
York office and the Authenticating Agent's office are located at First Chicago
Trust Company of New York, 14 Wall Street, 8th Floor, New York, New York 10005,
Attention: Corporate Trust Administration. The Eligible Lender Trustee shall
give prompt written notice to the Securities Insurer, the Swap Counterparty, the
Administrator, the Depositor and to the holder of the Trust Certificate (if
different) of any change in the location of the Certificate Register or any such
office or agency.


          SECTION 3.09.   
Appointment of Certificate Paying Agent.  The Certificate Paying Agent shall
make distributions to the holder of the Trust Certificate from the amounts
received from the Indenture Trustee out of the Trust Accounts pursuant to
Section 5.01 and shall report the amounts of such distributions to the Eligible
Lender Trustee. Any Certificate Paying Agent shall have the revocable power to
receive such funds from the Indenture Trustee for the purpose of making the
distributions referred to above. The Eligible Lender Trustee may revoke such
power and remove the Certificate Paying Agent, if the Eligible Lender Trustee
determines in its sole discretion that the Certificate Paying Agent shall have
failed to perform its obligations under this Trust Agreement in any material
respect. The Certificate Paying Agent shall initially be the Eligible Lender
Trustee, and any co-paying agent chosen by the Eligible Lender Trustee, and
acceptable to each of the Administrator and the Securities Insurer (which
consent shall not be unreasonably withheld). The Eligible Lender Trustee shall
be permitted to resign as Certificate Paying Agent upon 30 days' written notice
to the Administrator. In the event that the Eligible Lender Trustee shall no
longer be the Certificate Paying Agent, the Eligible Lender Trustee, shall
appoint a successor to act as Certificate Paying Agent (which shall be a bank or
trust company). The Eligible Lender Trustee shall cause such successor
Certificate Paying Agent or any additional Certificate Paying Agent appointed by
the Eligible Lender Trustee to execute and deliver to the Eligible Lender
Trustee an instrument in which such successor Certificate Paying Agent or
additional Certificate Paying Agent shall agree with the Eligible Lender Trustee
that as Certificate Paying Agent, such successor Certificate Paying Agent or
additional Certificate Paying Agent will hold all sums, if any, held by it for
payment to the holder of the Trust Certificate in trust for the benefit of the
holder of the Trust Certificate entitled thereto until such sums shall be paid
to such holder of the Trust Certificate. The Certificate Paying Agent shall
return all unclaimed funds to the Eligible Lender Trustee and upon removal of a
Certificate Paying Agent such Certificate Paying Agent shall also return all
funds in its possession to the Eligible Lender Trustee. The provisions of
Sections 7.01, 7.03, 7.04, 7.05 and 8.01 shall apply to the Eligible Lender
Trustee also in its role as Certificate Paying Agent, for so long as the
Eligible Lender Trustee shall act as Certificate Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Trust Agreement to the Certificate Paying Agent shall include any co-paying
agent unless the context requires otherwise.


          SECTION 3.10.   
 Restrictions on Transfers of the Trust Certificate. (a) The Trust
Certificate may be transferred by the Depositor to any Affiliate of the
Depositor, without any requirement to provide any officer's certificates or
legal opinions that would otherwise be required if such proposed transfer was
being made to a Person who is not an Affiliate of the Depositor.


           (b) Except as
provided above, the Trust Certificate shall not be sold, pledged, transferred or
assigned except as provided below.


           (i) The Trust
Certificate has not been registered or qualified under the Securities Act of
1933, as amended (the "Securities Act") or any state securities law. No
transfer, sale, pledge or other disposition of the Trust Certificate or any
interest therein shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and effective
registration or qualification under applicable state securities laws, or is made
in a transaction which does not require such registration or qualification. In
the event that a transfer is to be made without registration or qualification,
the Eligible Lender Trustee shall require, in order to assure compliance with
such laws, that the prospective transferor and transferee each certify to the
Eligible Lender Trustee, the Certificate Registrar, the Administrator, and, if
it not the proposed transferor, the Depositor, in writing the facts surrounding
the transfer. Such certifications shall be substantially in the forms of
Exhibits B and C-1 or C-2 hereto, respectively. In the event that such a
transfer is to be made within two years from the date of the initial issuance of
the Trust Certificate pursuant hereto (other than a transfer as to which the
proposed transferee has provided a certificate in the form of Exhibit C-2), the
Eligible Lender Trustee in its sole discretion, may require that there shall
also be delivered to the Eligible Lender Trustee, the Certificate Registrar, the
Administrator, and, if it not the proposed transferor, the Depositor, at the
expense of the transferor, an opinion of counsel that such transfer may be made
pursuant to an exemption from the Securities Act and such state securities laws.
Any such opinion of counsel shall not be an expense of the Eligible Lender
Trustee, the Certificate Registrar, the Administrator, and, if it not the
proposed transferor, the Depositor. None of the Depositor, the Administrator nor
the Eligible Lender Trustee is obligated to register or qualify the Trust
Certificate under the Securities Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the transfer of the
Trust Certificate without registration or qualification. Any such holder of the
Trust Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Eligible Lender Trustee, the Certificate Registrar, the
Administrator, and, if it not the proposed transferor, the Depositor, against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such applicable federal and state laws


           (ii)No transfer
of the Trust Certificate will be registered by the Eligible Lender Trustee or
the Certificate Registrar unless the Eligible Lender Trustee, the Certificate
Registrar, the Administrator, and, if it not the proposed transferor, the
Depositor receives a representation from the proposed transferee of the Trust
Certificate, substantially in the form of Exhibit C-1 or C-2, as the case may
be, that such transferee is not acquiring the Trust Certificate directly or
indirectly for, on behalf of or with the assets of, an employee benefit plan or
other retirement arrangement subject to Title I of ERISA and/or Section 4975 of
the Code (a "Plan"). If any proposed transferee shall become a holder of the
Trust Certificate in violation of these provisions, then the last preceding
permitted transferee shall be restored, to the extent permitted by law, to all
rights as holder of the Trust Certificate, retroactive to the date of
registration of such transfer of the Trust Certificate. Neither the Eligible
Lender Trustee nor the Certificate Registrar shall not have any liability to any
person for any registration or transfer of the Trust Certificate that is not
permitted or for making any payments due on the Trust Certificate to the holder
or taking any other action with respect to such holder under this Agreement. Any
proposed transferee who becomes a holder of the Trust Certificate shall agree to
indemnify the Eligible Lender Trustee, the Certificate Registrar, the Securities
Insurer, the Swap Counterparty, the Administrator, and, if it not the proposed
transferor, the Depositor against any loss, damage or penalty incurred as a
result of the transfer of the Trust Certificate to such purposed transferee in
violation of such restrictions.


           (iii) The
prospective transferee shall be aware that the Trust Certificate shall bear
legends referring to the restrictions contained in sub-clauses (i) and (ii)
above and by its acceptance of the Trust Certificate agrees to abide by such
restrictions.


          (iv)The prospective transferee shall deliver an opinion of counsel addressed to
the Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty, the
Administrator, and, if it not the proposed transferor, the Depositor, to the
effect that, (A) as a matter of Federal income tax law, such prospective
transferee is permitted to accept the transfer of the Trust Certificate, (B)
such transfer or pledge would not jeopardize the tax treatment of the Trust, (C)
such transfer or pledge would not subject the Trust to an entity-level tax, (D)
such transfer or pledge would not jeopardize the status of the Notes as debt for
all purposes, and (D) such pledge or transfer would not cause the Trust to be
treated, for federal income tax purposes, as an association or a publicly traded
partnership taxable as a corporation.


           (v) No pledge or
transfer of the Trust Certificate shall be effective unless such purchase or
transfer is to a single beneficial owner who shall be the registered holder of
the Trust Certificate.



ARTICLE IV



Actions by Eligible Lender Trustee


          SECTION 4.01.   
Prior Notice with Respect to Certain Matters.  With respect to the following
matters, the Eligible Lender Trustee shall not take action and neither the
holder of the Trust Certificate nor the Securities Insurer shall direct the
Eligible Lender Trustee to take any action, unless (i) (so long as no Securities
Insurer Default has occurred and is continuing) the Securities Insurer (except
with respect to those actions set forth in paragraph (e) below) has provided its
written consent, and (ii) at least 30 days before the taking of such action, the
Eligible Lender Trustee shall have notified the holder of the Trust Certificate
and the Securities Insurer in writing of the proposed action and neither the
holder of the Trust Certificate nor (except with respect to those actions set
forth in paragraph (e) below) the Securities Insurer shall have notified the
Eligible Lender Trustee in writing prior to the 30th day after such notice is
given that the Securities Insurer or the holder of the Trust Certificate has
withheld consent or provided alternative direction:


	 	          
                  (a)  the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits
         brought in connection with the collection of the Financed Student Loans) and the compromise of any
         material action, claim or lawsuit brought by or against the Trust (except with respect to the
         aforementioned claims or lawsuits for collection of Financed Student Loans);



           (b) the election by
the Trust to file an amendment to the Certificate of Trust;



           (c) the amendment
of the Indenture by a supplemental indenture in circumstances where the consent
of any holder of the Notes or the Securities Insurer is required;



           (d) the amendment
of the Indenture by a supplemental indenture in circumstances where the consent
of any holder of the Notes or the Securities Insurer is not required and such
amendment materially adversely affects the interest of the holder of the Trust
Certificate;



           (e) the amendment,
change or modification of the Administration Agreement, except to cure any
ambiguity or to amend or supplement any provision in a manner or add any
provision that would not materially adversely affect the interests of the holder
of the Trust Certificate;



           (f) the appointment
pursuant to this Trust Agreement of a successor Certificate Registrar, or the
consent to the assignment by the Certificate Paying Agent or Certificate
Registrar of its obligations under this Trust Agreement;



           (g) the appointment
pursuant to the Indenture of a successor Note Registrar, Paying Agent or
Indenture Trustee, or the consent to the assignment by the Note Registrar,
Paying Agent or Indenture Trustee of its obligations under the Indenture;



           (h) the consent to
the calling or waiver of any default of any Basic Document;



           (i) the consent to
the assignment by the Indenture Trustee, the Master Servicer, the Administrator
or the Seller of their respective obligations under any Basic Document;



           (j) except as
provided in Article IX hereof, the dissolution, termination or liquidation of
the Trust, in whole or in part;



           (k) the merger or
consolidation of the Trust with or into any other entity, or, except as
contemplated by the Sale and Servicing Agreement and the Indenture, the
conveyance or transfer of all or substantially all of the Trust's assets to any
other entity;



           (l) the causing of
the Trust to incur, assume or guaranty any indebtedness other than the Notes, as
set forth in this Agreement;



           (m) doing any act
that conflicts with any other Basic Document;



           (n) doing any act
which would make it impossible to carry on the ordinary business of the Trust;



           (o) confessing a
judgment against the Trust;



           (p) possessing
Trust assets, or assigning the Trust's right to property, for other than a Trust
purpose;



           (q) changing the
Trust's purpose and powers from those set forth in this Agreement; or



           (r) cause the Trust
to lend any funds to any entity, unless permitted in this Trust Agreement or the
Basic Documents.




           In addition, the
Trust shall not commingle its assets with those of the Depositor and shall
maintain its financial and accounting books and records separate from those of
any other entity. Except as expressly set forth herein, the Trust shall pay its
indebtedness, operating expenses from its own funds, and the Trust shall not pay
the indebtedness, operating expenses and liabilities of any other Person. The
Trust shall maintain appropriate minutes or other records of all appropriate
actions and shall maintain its office separate from the offices of the Depositor
and any of its Affiliates. This Agreement and the Basic Documents shall be the
only agreements among the parties hereto with respect to the creation, operation
and termination of the Trust. For accounting purposes, the Trust shall be
treated as an entity separate and distinct from the Depositor. The pricing and
other material terms of all transactions and agreements to which the Trust is a
party shall be intrinsically fair to all parties thereto.


                   The Eligible Lender Trustee shall not have the power, except upon the direction of the holder of the
Trust Certificate and, to the extent permitted by applicable law (provided that
no Securities Insurer Default has occurred and is continuing) with the consent
of the Securities Insurer (which consent shall not be unreasonably withheld),
and to the extent otherwise consistent with the Basic Documents, to (i) remove
or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii)
institute proceedings to have the Trust declared or adjudicated a bankrupt or
insolvent, (iii) consent to the institution of bankruptcy or insolvency
proceedings against the Trust, (iv) file a petition or consent to a petition
seeking reorganization or relief on behalf of the Trust under any applicable
federal or state law relating to bankruptcy, (v) consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or any similar official)
of the Trust or a substantial portion of the property of the Trust, (vi) make
any assignment for the benefit of the Trust's creditors, (vii) cause the Trust
to admit in writing its inability to pay its debts generally as they become due,
or (viii) take any action, or cause the Trust to take any action, in furtherance
of any of the foregoing (any (ii) through (viii) above, a "Bankruptcy Action").
So long as the Indenture remains in effect, neither the Depositor, nor, if
different, holder of the Trust Certificate shall have the power to take, and
shall not take, any Bankruptcy Action with respect to the Trust or direct the
Eligible Lender Trustee to take any Bankruptcy Action with respect to the Trust.


           In considering
whether to take any Bankruptcy Action relating to the Trust, the Eligible Lender
Trustee shall consider the interests of the Noteholders and the Securities
Insurer in addition to the interests of the Trust and whether the Trust is
insolvent. The Eligible Lender Trustee shall have no duty to take any Bankruptcy
Action relating to the Trust if the Eligible Lender Trustee shall not have been
furnished (at the expense of the Person that requested that such letter be
furnished to the Eligible Lender Trustee) a letter from an independent
accounting firm of national reputation stating that in the opinion of such firm
the Trust is then insolvent. The Eligible Lender Trustee shall not be personally
liable to any holder of the Trust Certificate on account of the Eligible Lender
Trustee's good faith reliance on the provisions of this Section and no holder of
the Trust Certificate shall have claim for breach of fiduciary duty or otherwise
against the Eligible Lender Trustee for determining not to take any such
Bankruptcy Action.


           The provisions
of this Section do not constitute an acknowledgment or admission by the Trust,
the Eligible Lender Trustee, any holder of the Trust Certificate or any creditor
of the Trust that the Trust is eligible to be a debtor under the United States
Bankruptcy Code, 11 U.S.C.ss.ss. 101 et seq., as amended.


          SECTION 4.02.   
 Action by Certificateholder with Respect to Certain Matters. The
Eligible Lender Trustee shall not have the power, except upon the direction of
the holder of the Trust Certificate, and (provided that no Securities Insurer
Default has occurred and is continuing) with the consent of the Securities
Insurer, to (a) remove the Master Servicer or the Administrator under the Sale
and Servicing Agreement pursuant to Section 8.01 thereof or (b) except as
expressly provided in the Basic Documents, sell the Financed Student Loans after
the termination of the Indenture. The Eligible Lender Trustee shall take the
actions referred to in the preceding sentence only upon written instructions
signed by the holder of the Trust Certificate, and (provided that no Securities
Insurer Default has occurred and is continuing) with the written consent of the
Securities Insurer.


          SECTION 4.03.   
Action by Certificateholder with Respect to Bankruptcy.  The Eligible Lender
Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the prior consent and approval of the
holder of the Trust Certificate, the Indenture Trustee and (provided that no
Securities Insurer Default has occurred and is continuing) the Securities
Insurer, and the delivery to the Eligible Lender Trustee by the holder of the
Trust Certificate of a certificate certifying that such holder of the Trust
Certificate reasonably believes that the Trust is insolvent.


          SECTION
4.04.    Restrictions on Certificateholder's Power. The
holder of the Trust Certificate or
(provided that no Securities Insurer Default has occurred and is continuing) the
Securities Insurer shall not direct the Eligible Lender Trustee to take or
refrain from taking any action if such action or inaction would be contrary to
any obligations of the Trust or the Eligible Lender Trustee under the Higher
Education Act or this Trust Agreement or any of the other Basic Documents or
would be contrary to Section 2.03 nor shall the Eligible Lender Trustee be
permitted to follow any such direction, if given.



ARTICLE V



Application of Trust Funds; Certain Duties


          SECTION 5.01.   
Application of Trust Funds.  (a)  On each Distribution Date, the Eligible Lender
Trustee will distribute to the holder of the Trust Certificate, amounts received
from the Indenture Trustee pursuant to Sections 5.05 of the Sale and Servicing
Agreement, or Sections 5.04(b) or 5.04(c) of the Indenture, as applicable, on
such Distribution Date.


	 	          
                (b)  On each Distribution Date, the Eligible Lender Trustee shall send to the holder of the
         Trust Certificate a copy of the statement sent to the Noteholders and provided to the Eligible Lender
         Trustee by the Administrator pursuant to Section 5.07 of the Sale and Servicing Agreement on such
         Distribution Date.



          (c)  In the event that any withholding tax is imposed on the Trust's payment (or allocations of
         income) to a holder of the Trust Certificate, such tax shall reduce the amount otherwise distributable
         to such holder in accordance with this Section.  The Eligible Lender Trustee is hereby authorized and
         directed to retain from amounts otherwise distributable to the holder of the Trust Certificate
         sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization
         shall not prevent the Eligible Lender Trustee from contesting any such tax in appropriate proceedings,
         and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).  The
         amount of any withholding tax imposed with respect to a holder of the Trust Certificate shall be treated
         as cash distributed to such holder of the Trust Certificate at the time it is withheld by the Trust to
         be remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is
         payable with respect to a distribution (such as a distribution to a non-U.S. holder of the Trust
         Certificate), the Eligible Lender Trustee in its sole discretion may (but unless otherwise required by
         law shall be obligated to) withhold such amounts in accordance with this paragraph (c).  In the event
         that a holder of the Trust Certificate wishes to apply for a refund of any such withholding tax, the
         Eligible Lender Trustee shall reasonably cooperate with such holder in making such claim so long as such
         holder of the Trust Certificate agrees to reimburse the Eligible Lender Trustee for any out-of-pocket
         expenses incurred.



           SECTION 5.02.   
Method of Payment.  Subject to Section 9.01(c), distributions required to be
made to the holder of the Trust Certificate on any Distribution Date shall be
made to each such holder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such holder at a
bank or other entity having appropriate facilities therefor, if such holder
shall have provided to the Certificate Registrar appropriate written
instructions signed by two authorized officers, if any, at least five Business
Days prior to such Distribution Date or, if not, by check mailed to such holder
at the address of such holder appearing in the Certificate Register.
Notwithstanding the foregoing, the final distribution in respect of any Trust
Certificate will be payable only upon presentation and surrender of such Trust
Certificate at the Corporate Trust Office of the Eligible Lender Trustee or such
other location specified in writing to the holder thereof.


           SECTION 5.03.   
 No Segregation of Moneys; No Interest.  Subject to Section 5.01, moneys received
by the Eligible Lender Trustee hereunder need not be segregated in any manner, except to the extent required by
law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed
by law, and the Eligible Lender Trustee shall not be liable for any interest thereon.


          SECTION 5.04.   
Accounting and Reports to the Noteholders, Certificateholder, the Internal
Revenue Service and Others. The Eligible Lender Trustee shall deliver to the
holder of the Trust Certificate such information, reports or statements as may
be required by the Code and applicable Treasury Regulations and as may be
required to enable the holder of the Trust Certificate to prepare its Federal
and state income tax returns. Consistent with the Trust's characterization for
tax purposes as a disregarded entity, no Federal income tax return shall be
filed on behalf of the Trust unless either (a) the Trust, the Administrator, the
Swap Counterparty, the Securities Insurer, the Eligible Lender Trustee, the
Depositor and, if different, the holder of the Trust Certificate receives an
opinion of counsel based on a change in applicable law occurring after the date
hereof that the Code requires such a filing, or (b) the Internal Revenue Service
shall determine that the Trust is required to file such a return. In the event
that the Trust is required to file tax returns, the Eligible Lender Trustee
shall elect under Section 1278 of the Code to include in income currently any
market discount that accrues with respect to the Financed Student Loans. The
Eligible Lender Trustee shall prepare or shall cause to be prepared any tax
returns required to be filed by the Trust and shall remit such returns to holder
of the Trust Certificate at least five days before such returns are due to be
filed. The holder of the Trust Certificate, or any other such party required by
law, shall promptly sign such returns and deliver such returns after signature
to the Eligible Lender Trustee and such returns shall be filed by, or at the
direction of, the Eligible Lender Trustee with the appropriate tax authorities.
In no event shall the holder of the Trust Certificate be liable for any
liabilities, costs or expenses of the Trust arising out of the application of
any tax law, including federal, state, foreign or local income or excise taxes
or any other tax imposed on or measured by income (or any interest, penalty or
addition with respect thereto or arising from a failure to comply therewith),
except for any such liability, cost or expense attributable to the holder of the
Trust Certificate's breach of its obligations under this Agreement.


          SECTION 5.05.   
Signature on Returns; Tax Matters Partner.  The Eligible Lender Trustee shall
sign on behalf of the Trust the tax returns of the Trust, unless applicable law
requires the holder of the Trust Certificate to sign such documents, in which
case such documents shall be signed by the holder of the Trust Certificate.



ARTICLE VI



Authority and Duties of Eligible Lender Trustee


          SECTION 6.01.   
General Authority.  The Eligible Lender Trustee is authorized and directed to
execute and deliver the Basic Documents to which the Trust is to be a party and
each certificate or other document attached as an exhibit to or contemplated by
the Basic Documents to which the Trust is to be a party, in each case, in such
form as the Depositor shall approve as evidenced conclusively by the Eligible
Lender Trustee's execution thereof, and, on behalf of the Trust, to direct the
Indenture Trustee to authenticate and deliver Notes in the aggregate principal
amount of $550,000,000. The Eligible Lender Trustee is also authorized and
directed on behalf of the Trust (i) to acquire and hold legal title to the
Financed Student Loans from the Depositor and (ii) to take all actions required
pursuant to Section 4.02(c) of the Sale and Servicing Agreement, and otherwise
follow the direction of and cooperate with the Administrator in submitting,
pursuing and collecting any claims to and with the Department with respect to
any Interest Subsidy Payments and Special Allowance Payments relating to the
Financed Federal Loans.


          In addition to
the foregoing, the Eligible Lender Trustee is authorized, but shall not be
obligated, to take all actions required of the Trust pursuant to the Basic
Documents. The Eligible Lender Trustee is further authorized from time to time
to take such action as the Administrator directs or instructs with respect to
the Basic Documents and is directed to take such action to the extent that the
Administrator is expressly required pursuant to the Basic Documents to cause the
Eligible Lender Trustee to act.


          SECTION 6.02.   
General Duties.  It shall be the duty of the Eligible Lender Trustee to
discharge (or cause to be discharged) all its responsibilities pursuant to the
terms of this Trust Agreement and the other Basic Documents to which the Trust
is a party and to administer the Trust in the interest of the holder of the
Trust Certificate, subject to and in accordance with the provisions of this
Trust Agreement and the other Basic Documents. Without limiting the foregoing,
the Eligible Lender Trustee shall on behalf of the Trust file and prove any
claim or claims that may exist on behalf of the Trust against the Depositor in
connection with any claims paying procedure as part of an insolvency or a
receivership proceeding involving the Depositor. Notwithstanding the foregoing,
the Eligible Lender Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Basic Documents to the extent the
Administrator has agreed in the Administration Agreement to perform any act or
to discharge any duty of the Eligible Lender Trustee hereunder or under any
other Basic Document, and the Eligible Lender Trustee shall not be held liable
for the default or failure of the Administrator to carry out its obligations
under the Administration Agreement. Except as expressly provided in the Basic
Documents, the Eligible Lender Trustee shall have no obligation to administer,
service or collect the Financed Student Loans or to maintain, monitor or
otherwise supervise the administration, servicing or collection of the Financed
Student Loans.


          SECTION 6.03.   
Action Upon Instruction.  (a)  Subject to Article IV, Section 7.01 and in
accordance with the terms of the Basic Documents, the holder of the Trust
Certificate may by written instruction direct the Eligible Lender Trustee in the
management of the Trust (provided that for so long as no Securities Insurer
Default has occurred and is continuing, the consent of the Securities Insurer
will be required in connection with each such instruction). Such direction may
be exercised at any time by written instruction of the holder of the Trust
Certificate pursuant to Article IV.


	 	
          
                  (b)  The Eligible Lender Trustee shall not be required to take any action hereunder or under
         any other Basic Document if the Eligible Lender Trustee shall have reasonably determined, or shall have
         been advised by counsel, that such action is likely to result in liability on the part of the Eligible
         Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise
         contrary to law.



          
              (c)  Whenever the Eligible Lender Trustee is unable to determine the appropriate course of
         action between alternative courses of action permitted or required by the terms of this Trust Agreement
         or under any other Basic Document, the Eligible Lender Trustee shall promptly give notice (in such form
         as shall be appropriate under the circumstances) to the holder of the Trust Certificate and (so long as
         no Securities Insurer Default has occurred and is continuing) to the Securities Insurer requesting
         instruction as to the course of action to be adopted, and to the extent the Eligible Lender Trustee acts
         in good faith in accordance with any written instruction received from the holder of the Trust
         Certificate and (so long as no Securities Insurer Default has occurred and is continuing) as consented
         to by the Securities Insurer, the Eligible Lender Trustee shall not be liable on account of such action
         to any Person.  If the Eligible Lender Trustee shall not have received appropriate instruction within 10
         days of such notice (or within such shorter period of time as reasonably may be specified in such notice
         or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from
         taking such action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall
         deem to be in the best interests of the holder of the Trust Certificate, and shall have no liability to
         any Person for such action or inaction.



          
                      (d)  In the event that the Eligible Lender Trustee is unsure as to the application of any
         provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to
         its application, or is, or appears to be, in conflict with any other applicable provision, or in the
         event that this Trust Agreement permits any determination by the Eligible Lender Trustee or is silent or
         is incomplete as to the course of action that the Eligible Lender Trustee is required to take with
         respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall
         be appropriate under the circumstances) to the holder of the Trust Certificate and (so long as no
         Securities Insurer Default has occurred and is continuing) the Securities Insurer requesting instruction
         and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in
         accordance with any such instruction received from the holder of the Trust Certificate, and (so long as
         no Securities Insurer Default has occurred and is continuing) as consented to by the Securities Insurer,
         the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person.
         If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such
         notice (or within such shorter period of time as reasonably may be specified in such notice or may be
         necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking
         such action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem
         to be in the best interests of the holder of the Trust Certificate, and shall have no liability to any
         Person for such action or inaction.




          SECTION
6.04.    No Duties Except as Specified in this Trust
Agreement, the Sale and Servicing Agreement, or in Instructions. The
Eligible Lender Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, service, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Eligible Lender Trustee is a party, except as expressly provided by
the terms of this Trust Agreement, the Sale and Servicing Agreement, or in any
document or written instruction received by the Eligible Lender Trustee pursuant
to Section 6.03; and no implied duties or obligations shall be read into this
Trust Agreement or any other Basic Document against the Eligible Lender Trustee.
The Eligible Lender Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Trust Agreement or any other Basic Document. The
Eligible Lender Trustee and the Delaware Trustee each severally and not jointly,
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any liens on any part of the Trust
Estate that result from actions by, or claims against, Bank One, National
Association, in its individual capacity or as the Eligible Lender Trustee or
against Bank One Delaware, Inc., in its individual capacity or as Delaware
Trustee, as applicable, that are not related to the ownership or the
administration of the Trust Estate.


          SECTION 6.05.   
  No Action Except Under Specified Documents or Instructions.  The Eligible Lender
Trustee shall not manage, control, use, sell, service, dispose of or otherwise
deal with any part of the Trust Estate except (i) in accordance with the powers
granted to and the authority conferred upon the Eligible Lender Trustee pursuant
to this Trust Agreement, (ii) in accordance with the other Basic Documents to
which it is a party and (iii) in accordance with any document or instruction
delivered to the Eligible Lender Trustee pursuant to Section 6.03.


          SECTION 6.06.   
 Restrictions.  The Eligible Lender Trustee and the Delaware Trustee shall not
take any action (a) that is inconsistent with the purposes of the Trust set
forth in Section 2.03 or (b) that, to the actual knowledge of the Eligible
Lender Trustee or the Delaware Trustee, would result in the Trust's becoming
taxable as a corporation for Federal income tax purposes. The holder of the
Trust Certificate shall not direct the Eligible Lender Trustee or the Delaware
Trustee to take action that would violate the provisions of this Section.



ARTICLE VII



Concerning the Eligible Lender Trustee


          SECTION 7.01.   
 Acceptance of Trusts and Duties.  The Eligible Lender Trustee accepts the trusts
hereby created and agrees to perform its duties hereunder with respect to such
trusts but only upon the terms of this Trust Agreement. The Eligible Lender
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Trust Estate upon the terms of this Trust Agreement and the other
Basic Documents. The Eligible Lender Trustee shall not be answerable or
accountable hereunder or under any other Basic Document under any circumstances,
except (i) for its own willful misconduct or negligence or (ii) in the case of
the inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Eligible Lender Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding sentence):


	 	
          
                  (a)   the Eligible Lender Trustee shall not be liable for any error of judgment made by a
         responsible officer of the Eligible Lender Trustee;



          
                  (b)   the Eligible Lender Trustee shall not be liable with respect to any action taken or
         omitted to be taken by it in accordance with the direction or instructions of the Administrator, or from
         any holder of the Trust Certificate and (so long as no Securities Insurer Default has occurred and is
         continuing) as consented to by the Securities Insurer;



          
                  (c)  subject to Section 7.07 hereof, no provision of this Trust Agreement or any other Basic
         Document shall require the Eligible Lender Trustee to expend or risk funds or otherwise incur any
         financial liability in the performance of any of its rights or powers hereunder or under any other Basic
         Document, if the Eligible Lender Trustee shall have reasonable grounds for believing that repayment of
         such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to
         it;



          
                  (d)   under no circumstances shall the Eligible Lender Trustee be liable for indebtedness
         evidenced by or arising under any of the Basic Documents, including the principal of and interest on the
        Notes;



          
                  (e)  the Eligible Lender Trustee shall not be responsible for or in respect of the validity or
         sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form,
         character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect
         of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on
         the Trust Certificate, and the Eligible Lender Trustee shall in no event assume or incur any liability,
         duty, or obligation to any holder of the Notes or to any holder of the Trust Certificate, other than as
         expressly provided for herein and in the other Basic Documents;



          
                  (f)   subject to Section 7.07 hereof, the Eligible Lender Trustee shall not be liable for the
         action or inaction, default or misconduct of the Administrator, the Seller, the Swap Counterparty, the
         Securities Insurer, the Cap Provider, the Indenture Trustee or the Master Servicer under any of the
         other Basic Documents or otherwise and the Eligible Lender Trustee shall have no obligation or liability
         to perform the obligations of the Trust under this Trust Agreement, or the other Basic Documents that
         are required to be performed by the Administrator under the Sale and Servicing Agreement, or the
         Administration Agreement, the Indenture Trustee under the Indenture, the Swap Counterparty under the
         Interest Rate Swap, the Securities Insurer under the Securities Guaranty Insurance Policy, the Master
         Servicer under the Sale and Servicing Agreement, or the Cap Provider under the Cap Agreement; and



          
              (g)  the Eligible Lender Trustee shall be under no obligation to exercise any of the rights or
         powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under
         this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at
         the request, order or direction of any of the holder of the Trust Certificate, unless such holder have
         offered to the Eligible Lender Trustee security or indemnity satisfactory to it against the costs,
         expenses and liabilities that may be incurred by the Eligible Lender Trustee therein or thereby.  The
         right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Trust Agreement
         or in any other Basic Document shall not be construed as a duty, and the Eligible Lender Trustee shall
         not be answerable for other than its negligence or willful misconduct in the performance of any such act.




          SECTION 7.02.   
 Furnishing of Documents.  The Eligible Lender Trustee shall furnish to the
holder of the Trust Certificate, the Swap Counterparty or the Securities Insurer
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Eligible Lender Trustee under the Basic
Documents.


          SECTION 7.03.   
 Representations and Warranties.  The Eligible Lender Trustee hereby represents
and warrants to the Depositor, for the benefit of the holder of the Trust
Certificate, the Securities Insurer and the Swap Counterparty, that:

	 	
           (a) It is a
national banking association duly organized and validly existing in good
standing under the laws of the United States and having an office located within
the State of New York. It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Trust Agreement.



           (b) It has taken
all corporate action necessary to authorize the execution and delivery by it of
this Trust Agreement, and this Trust Agreement will be executed and delivered by
one of its officers who is duly authorized to execute and deliver this Trust
Agreement on its behalf.



           (c) Neither the
execution nor the delivery by it of this Trust Agreement, nor the consummation
by it of the transactions contemplated hereby nor compliance by it with any of
the terms or provisions hereof will contravene any Federal or Delaware state
law, governmental rule or regulation governing the banking or trust powers of
the Eligible Lender Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by which
any of its properties may be bound.



           (d) It is an
"eligible lender" as such term is defined in Section 435(d) of the Higher
Education Act, for purposes of holding legal title to the Financed Student Loans
as contemplated by this Trust Agreement and the other Basic Documents, has
obtained a lender identification number with respect to the Trust from the
Department and has in effect a Guarantee Agreement with each of the Guarantors
with respect to the Financed Student Loans.




           SECTION 7.04.   
 Reliance; Advice of Counsel.  (a)  The Eligible Lender Trustee shall incur no
liability to anyone in acting upon any signature, instrument, direction, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Eligible Lender Trustee may accept a
certified copy of a resolution of the board of directors or other governing body
of any corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of the determination of which is not specifically
prescribed herein, the Eligible Lender Trustee may for all purposes hereof rely
on a certificate, signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact or
matter and such certificate shall constitute full protection to the Eligible
Lender Trustee for any action taken or omitted to be taken by it in good faith
in reliance thereon.


	 	
          (b) In the exercise
or administration of the trusts hereunder and in the performance of its duties
and obligations under this Trust Agreement or the other Basic Documents, the
Eligible Lender Trustee (i) may act directly or through its agents or attorneys
pursuant to agreements entered into with any of them, and the Eligible Lender
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Eligible
Lender Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled persons to be selected with reasonable care and
employed by it. The Eligible Lender Trustee shall not be liable for anything
done, suffered or omitted in good faith by it in accordance with the written
opinion or advice of any such counsel, accountants or other such persons and not
contrary to this Trust Agreement or any other Basic Document.




          SECTION 7.05.   
 Not Acting in Individual Capacity.  Except as provided in this Article VII, in
accepting the trusts hereby created BANK ONE, NATIONAL ASSOCIATION, acts solely
as Eligible Lender Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Eligible Lender Trustee by reason of the
transactions contemplated by this Trust Agreement or any other Basic Document
shall look only to the Trust Estate for payment or satisfaction thereof.


           Notwithstanding
any other provision in this Trust Agreement or the other Basic Documents,
nothing in this Trust Agreement or the other Basic Documents shall be construed
to limit the legal responsibility of the Eligible Lender Trustee or the
Indenture Trustee to the U.S. Secretary of Education or a Guarantor for any
violations of statutory or regulatory requirements that may occur with respect
to loans held by the Eligible Lender Trustee or the Indenture Trustee, pursuant
to or to otherwise comply with their obligations under the Higher Education Act
or implementing regulations.


          SECTION 7.06.   
 Eligible Lender Trustee Not Liable for Trust Certificate or Financed Student
Loans. The recitals contained herein and in the Trust Certificate (other than
the signature and countersignature of the Eligible Lender Trustee on the Trust
Certificate) shall be taken as the statements of the Depositor and the Eligible
Lender Trustee assumes no responsibility for the correctness thereof. The
Eligible Lender Trustee makes no representations as to the validity or
sufficiency of this Trust Agreement, the Trust Certificate or any other Basic
Document (other than the signature and countersignature of the Eligible Lender
Trustee on the Trust Certificate) or the Notes, or of any Financed Student Loan
or related documents. Subject to Section 7.07 hereof, the Eligible Lender
Trustee shall at no time have any responsibility (or liability except for
willfully or negligently terminating or allowing to be terminated any of the
Guarantee Agreements, in a case where the Eligible Lender Trustee knows of any
facts or circumstances which will or could reasonably be expected to result in
any such termination) for or with respect to the legality, validity,
enforceability and eligibility for Guarantee Payments, federal reinsurance,
Interest Subsidy Payments or Special Allowance Payments, as applicable, of any
Financed Student Loan, or for or with respect to the sufficiency of the Trust
Estate or its ability to generate the payments to be distributed to the holder
of the Trust Certificate under this Trust Agreement or the holders of the Notes
under the Indenture, including: the existence and contents of any computer or
other record of any Financed Student Loan; the validity of the assignment of any
Financed Student Loan to the Eligible Lender Trustee on behalf of the Trust; the
completeness of any Financed Student Loan; the performance or enforcement
(except as expressly set forth in any Basic Document) of any Financed Student
Loan; the compliance by the Depositor or the Master Servicer with any warranty
or representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation or any action or inaction of
the Administrator, the Indenture Trustee, the Swap Counterparty, the Securities
Insurer, the Cap Provider or the Master Servicer or any Sub-Servicer taken in
the name of the Eligible Lender Trustee.


          SECTION 7.07.   
 Eligible Lender Trustee May Not Own Trust Certificate and May Own Notes.
The Eligible Lender Trustee in its individual or any other capacity may become
the owner or pledgee of the Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee, the Swap Counterparty, the Securities
Insurer, the Cap Provider and the Master Servicer in banking transactions with
the same rights as it would have if it were not Eligible Lender Trustee. The
Eligible Lender Trustee may not become the holder of the Trust Certificate.



ARTICLE VIII



Compensation of Eligible Lender Trustee


           SECTION 8.01.   
 Eligible Lender Trustee's Fees and Expenses.  The Eligible Lender Trustee shall
receive from the Depositor as compensation for its services hereunder, such fees
as have been separately agreed upon before the date hereof between the Depositor
and the Eligible Lender Trustee, and the Eligible Lender Trustee shall be
entitled to be reimbursed by the Depositor, to the extent provided in such
separate agreement, for its other reasonable expenses hereunder.


          SECTION 8.02.   
Payments to the Eligible Lender Trustee.  Any amounts paid to the Eligible
Lender Trustee pursuant to Section 8.01 hereof or pursuant to Section 6.03 or
6.04 of the Sale and Servicing Agreement shall be deemed not to be a part of the
Trust Estate immediately after such payment.



ARTICLE IX



Termination of Trust Agreement


           SECTION 9.01.   
Termination of Trust Agreement.  (a)  This Trust Agreement (other than Article
VIII) and the Trust shall terminate and be of no further force or effect upon
the final distribution by the Eligible Lender Trustee of all moneys or other
property or proceeds of the Trust Estate in accordance with the terms of the
Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy,
liquidation, dissolution, death or incapacity of the holder of the Trust
Certificate shall not (x) operate to terminate this Trust Agreement or the
Trust, nor (y) entitle such holder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Estate nor (z) otherwise
affect the rights, obligations and liabilities of the parties hereto.


	 	
           (b) Except as
provided in Section 9.01(a), neither the Depositor nor any holder of the Trust
Certificate shall be entitled to revoke or terminate the Trust.



           (c) Notice of any
termination of the Trust, specifying the Distribution Date upon which the holder
of the Trust Certificate shall surrender its Trust Certificate to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given promptly by the Eligible Lender Trustee by letter to the holder
of the Trust Certificate mailed within five Business Days of receipt of notice
of such termination from the Administrator given pursuant to Section 9.01(d) of
the Sale and Servicing Agreement, stating (i) the Distribution Date upon which
final payment of the Trust Certificate shall be made upon presentation and
surrender of the Trust Certificate at the office of the Certificate Paying Agent
therein designated, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Trust
Certificate at the office of the Certificate Paying Agent therein specified. The
Eligible Lender Trustee shall give such notice to the Certificate Registrar (if
other than the Eligible Lender Trustee) and the Certificate Paying Agent at the
time such notice is given to the holder of the Trust Certificate. Upon
presentation and surrender of the Trust Certificate, the Certificate Paying
Agent shall cause to be distributed to the holder of the Trust Certificate
amounts distributable to such holder on such Distribution Date pursuant to
Section 5.01.




          In the event that
the holder of the Trust Certificate shall not surrender its Trust Certificate
for cancellation within six months after the date specified in the
above-mentioned written notice, the Eligible Lender Trustee shall give a second
written notice to the holder of the Trust Certificate to surrender its Trust
Certificate for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice the Trust Certificate shall
not have been surrendered for cancellation, the Eligible Lender Trustee may take
appropriate steps, or may appoint an agent to take other reasonable and
appropriate steps, to contact the holder of the Trust Certificate concerning
surrender of its Trust Certificate, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to this Trust Agreement.
Any funds remaining in the Trust after exhaustion of such remedies and no later
than five years after the first such notice shall be distributed by the Eligible
Lender Trustee to the Depositor.



ARTICLE X



Successor Eligible Lender Trustees and

Additional Eligible Lender Trustees


          SECTION 10.01.   
Eligibility Requirements for Eligible Lender Trustee.  The Eligible Lender
Trustee shall at all times be a corporation or association (i) qualifying as an
"eligible lender" as such term is defined in Section 435(d) of the Higher
Education Act for purposes of holding legal title to the Financed Student Loans
on behalf of the Trust, with a valid lender identification number with respect
to the Trust from the Department; (ii) being authorized to exercise corporate
trust powers and hold legal title to the Financed Student Loans; (iii) having in
effect Guarantee Agreements with each of the Guarantors; (iv) having a combined
capital and surplus of at least $50,000,000 and being subject to supervision or
examination by Federal or state authorities; (v) incorporated or authorized to
do business in the State of New York or which is a national bank having an
office located within the State of New York; and (vi) having (or having a parent
which has) a rating of at least Baa3 by Moody's, at least BBB by Fitch (if rated
by Fitch) and at least BBB by S&P and (vii) (so long as no Securities Insurer
Default has occurred and is continuing) is acceptable to the Securities Insurer.
If the Eligible Lender Trustee shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of the Eligible Lender Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Eligible Lender Trustee or the Delaware
Trustee, as the case may be, shall cease to be eligible in accordance with the
provisions of this Section, in the case of the Eligible Lender Trustee, or
Section 3807(a) of the Delaware Business Trust Act, in the case of the Delaware
Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may
be, shall resign immediately in the manner and with the effect specified in
Section 10.02.


          SECTION 10.02.   
Resignation or Removal of Eligible Lender Trustee.  The Eligible Lender Trustee
and the Delaware Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Administrator and
the Securities Insurer. Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, and (so long as no Securities Insurer
Default has occurred and is continuing) with the consent of the Securities
Insurer (such consent not to be unreasonably withheld), meeting the eligibility
requirements of Section 10.01 (or in the case of the Delaware Trustee, meeting
the requirements of Section 3807(a) of the Delaware Business Trust Act) by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Eligible Lender Trustee or the Delaware Trustee, as
the case may be, and one copy to the successor Eligible Lender Trustee or the
Delaware Trustee, as the case may be. If no successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Eligible Lender Trustee or Delaware Trustee, as the
case may be, may petition any court of competent jurisdiction for the
appointment of a successor Eligible Lender Trustee or Delaware Trustee, as the
case may be; provided, however, that such right to appoint or
to petition for the appointment of any such successor shall in no event relieve
the resigning Eligible Lender Trustee or Delaware Trustee, as the case may be,
from any obligations otherwise imposed on it under the Basic Documents until
such successor has in fact assumed such appointment.


           If at any time
the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall
cease to be eligible in accordance with the provisions of Section 10.01 (or the
Delaware Trustee shall cease to satisfy the requirements of Section 3807(a) of
the Delaware Business Trust Act) and shall fail to resign after written request
therefor by the Administrator, or if at any time an Insolvency Event with
respect to the Eligible Lender Trustee or the Delaware Trustee, as the case may
be, shall have occurred and be continuing, then the Administrator may, with the
consent of the Securities Insurer (so long as no Securities Insurer Default has
occurred and is continuing), or shall (so long as no Securities Insurer Default
has occurred and is continuing) at the direction of the Securities Insurer,
remove the Eligible Lender Trustee or the Delaware Trustee, as the case may be.
If the Administrator shall remove the Eligible Lender Trustee or the Delaware
Trustee, as the case may be, under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Eligible Lender
Trustee or Delaware Trustee, as the case may be, and (so long as no Securities
Insurer Default has occurred and is continuing) acceptable to the Securities
Insurer, by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Eligible Lender Trustee or Delaware Trustee, as the
case may be, so removed and one copy to the successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, and payment of all fees owed to the
outgoing Eligible Lender Trustee or Delaware Trustee, as the case may be.


           Any resignation
or removal of the Eligible Lender Trustee or the Delaware Trustee, as the case
may be, and appointment of a successor Eligible Lender Trustee or Delaware
Trustee, as the case may be, pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Eligible Lender Trustee or Delaware Trustee, as the case may be, pursuant to
Section 10.03 and payment of all fees and expenses owed to the outgoing Eligible
Lender Trustee or Delaware Trustee, as the case may be. The Administrator shall
provide notice of such resignation or removal of the Eligible Lender Trustee or
Delaware Trustee, as the case may be, to each of the Rating Agencies, the Swap
Counterparty and the Securities Insurer.


          SECTION 10.03.   
Successor Eligible Lender Trustee.  Any successor Eligible Lender Trustee or
Delaware Trustee, appointed pursuant to Section 10.02 shall execute, acknowledge
and deliver to the Administrator, the Securities Insurer and to its predecessor
Eligible Lender Trustee or Delaware Trustee, as the case may be, an instrument
accepting such appointment under this Trust Agreement, and thereupon the
resignation or removal of the predecessor Eligible Lender Trustee or Delaware
Trustee, as the case may be, shall become effective and such successor Eligible
Lender Trustee or Delaware Trustee, as the case may be, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Trust Agreement, with like
effect as if originally named as Eligible Lender Trustee or Delaware Trustee, as
the case may be. The predecessor Eligible Lender Trustee or Delaware Trustee, as
the case may be, shall upon payment of its fees and expenses deliver to the
successor Eligible Lender Trustee or Delaware Trustee, as the case may be, all
documents, statements, moneys and properties held by it under this Trust
Agreement and shall assign, if permissible, to the successor Eligible Lender
Trustee or Delaware Trustee, as the case may be, the lender identification
number obtained from the Department on behalf of the Trust; and the
Administrator and the predecessor Eligible Lender Trustee or Delaware Trustee,
as the case may be, shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Eligible Lender Trustee or Delaware Trustee, as the
case may be, all such rights, powers, duties and obligations.


           No successor
Eligible Lender Trustee or Delaware Trustee, as the case may be, shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor Eligible Lender Trustee or Delaware Trustee, as the case may be,
shall be eligible pursuant to Section 10.01 (or in the case of the Delaware
Trustee, satisfy the requirements of Section 3807(a) of the Delaware Business
Trust Act).


           Upon acceptance
of appointment by a successor Eligible Lender Trustee or Delaware Trustee, as
the case may be, pursuant to this Section, the Administrator shall mail notice
of the successor of such Eligible Lender Trustee or Delaware Trustee, as the
case may be, to the holder of the Trust Certificate, the Securities Insurer, the
Swap Counterparty, the Indenture Trustee, all holders of the Notes and the
Rating Agencies. If the Administrator shall fail to mail such notice within 10
days after acceptance of appointment by the successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, the successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, shall cause such notice to be mailed at
the expense of the Administrator.


           SECTION
10.04.   Merger or Consolidation of Eligible Lender
Trustee. Any corporation into which the Eligible Lender Trustee or Delaware
Trustee, as the case may be, may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Eligible Lender Trustee or Delaware Trustee, as the
case may be, shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Eligible Lender Trustee or
Delaware Trustee, as the case may be, shall, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, be the successor of the
Eligible Lender Trustee or Delaware Trustee, as the case may be, hereunder;
provided that such corporation shall be eligible pursuant to Section
10.01 (or in the case of the Delaware Trustee, satisfy the requirements of
Section 3807(a) of the Delaware Business Trust Act); provided
further that the Eligible Lender Trustee or Delaware Trustee, as the case
may be, shall mail notice of such merger or consolidation to the Rating
Agencies, the Administrator, the Swap Counterparty and the Securities
Insurer.


          SECTION
10.05.    Appointment of Co-Eligible Lender Trustee or Separate
Eligible Lender Trustee.
Notwithstanding any other provisions of this Trust Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust may at the time be located, the Administrator and the Eligible
Lender Trustee acting jointly, (and if no Securities Insurer Default has
occurred and is continuing) with the consent of the Securities Insurer, shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Eligible Lender Trustee, meeting the eligibility
requirements of clauses (i) through (iii) of Section 10.01, to act as
co-trustee, jointly with the Eligible Lender Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust Estate, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Eligible Lender
Trustee, and (if no Securities Insurer Default has occurred and is continuing)
with the consent of the Securities Insurer), may consider necessary or
desirable. If the Administrator shall not have joined in such appointment within
15 days after the receipt by it of a request so to do, the Eligible Lender
Trustee alone shall have the power to make such appointment, and (if no
Securities Insurer Default has occurred and is continuing) with the consent of
the Securities Insurer. No co-trustee or separate trustee under this Trust
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to clauses (iv) and (v) of Section 10.01 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.03.


           Each separate
trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:


	 	          
(i) all rights, powers, duties, and obligations conferred or imposed upon the
Eligible Lender Trustee shall be conferred upon and exercised or performed by
the Eligible Lender Trustee and such separate trustee or co-trustee jointly (it
being understood that such separate trustee or co-trustee is not authorized to
act separately without the Eligible Lender Trustee joining in such act), except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed, the Eligible Lender Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties, and obligations (including the holding of title to the Trust or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, solely at the direction of the
Eligible Lender Trustee;



           (ii) no trustee
under this Trust Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Trust Agreement; and



           (iii) the
Administrator and the Eligible Lender Trustee acting jointly, and (if no
Securities Insurer Default has occurred and is continuing) with the consent of
the Securities Insurer, may at any time accept the resignation of or remove any
separate trustee or co-trustee.




           Any notice,
request or other writing given to the Eligible Lender Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Trust Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Eligible
Lender Trustee or separately, as may be provided therein, subject to all the
provisions of this Trust Agreement, specifically including every provision of
this Trust Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Eligible Lender Trustee. Each such instrument shall
be filed with the Eligible Lender Trustee and a copy thereof given to the
Administrator and the Securities Insurer.


           Any separate
trustee or co-trustee may at any time appoint the Eligible Lender Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Trust
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Eligible Lender Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.



ARTICLE XI



Miscellaneous


           SECTION 11.01.   
Supplements and Amendments. This Trust Agreement may be amended by the
Depositor and the Eligible Lender Trustee, with prior
written notice to the Rating Agencies, without the consent of any of the holder
of the Notes or the holder of the Trust Certificate, but (provided that no
Securities Insurer Default has occurred and is continuing) with the consent of
the Securities Insurer (which consent will not be unreasonably withheld), to
cure any ambiguity, to correct or supplement any provisions in this Trust
Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Trust Agreement or of
modifying in any manner the rights of the holders of the Notes or the holder of
the Trust Certificate; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any holder of any Class of Notes or holder of
the Trust Certificate, the Securities Insurer or the Swap Counterparty.


           This Trust
Agreement may also be amended from time to time by the Depositor and the
Eligible Lender Trustee, with prior written notice to the Rating Agencies, (i)
with the consent of Noteholders evidencing not less than a majority of the
Outstanding Amount of the Notes, (ii) with the consent of the holder of the
Trust Certificate, and (iii) with the consent of the Securities Insurer
(provided that no Securities Insurer Default has occurred and is continuing),
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Trust Agreement or of modifying in any
manner the rights of the holders of any Class of Notes or the holder of the
Trust Certificate; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Financed Student Loans or
distributions that shall be required to be made for the benefit of the holders
of any Class of Notes or the holder of the Trust Certificate or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes required to consent
to any such amendment, without the consent of all the outstanding Noteholders
and holder of the Trust Certificate.


           Promptly after
the execution of any such amendment or consent, the Eligible Lender Trustee
shall furnish written notification of the substance of such amendment or consent
to the holder of the Trust Certificate, the Indenture Trustee, the Securities
Insurer, the Swap Counterparty and each of the Rating Agencies.


           It shall not be
necessary for the consent of the holder of the Trust Certificate, the holder of
any class of Notes, the Securities Insurer or the Indenture Trustee pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any other consents of the
holder of the Trust Certificate and the Securities Insurer provided for in this
Trust Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by holder of the Trust Certificate shall
be subject to such reasonable requirements as the Eligible Lender Trustee may
prescribe.


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


           SECTION 11.02.   
No Legal Title to Trust Estate in Certificateholder. The holder of the Trust
Certificate shall not have legal title to any part of the Trust Estate. The
holder of the Trust Certificate shall be entitled to receive distributions with
respect to its beneficial ownership interest therein only in accordance with
Articles V and IX. No transfer, by operation of law or otherwise, of any right,
title, or interest of the holder of the Trust Certificate to and in their
beneficial ownership interest in the Trust Estate shall operate to terminate
this Trust Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Trust
Estate.


           SECTION 11.03.   
Limitations on Rights of Others. The provisions of this Trust Agreement are
solely for the benefit of the Eligible Lender Trustee, the Depositor, the holder
of the Trust Certificate, the Administrator, the Securities Insurer, the Swap
Counterparty and, to the extent expressly provided herein, the Indenture Trustee
and the holder of the Notes, and nothing in this Trust Agreement, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Trust Estate or under or in respect of
this Trust Agreement or any covenants, conditions or provisions contained
herein.


           SECTION 11.04.  
Notices. (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon
receipt by the intended recipient or three Business Days after mailing if mailed
by certified mail, postage prepaid (except that notice to the Eligible Lender
Trustee shall be deemed given only upon actual receipt by the Eligible Lender
Trustee), if to the Eligible Lender Trustee, addressed to its Corporate Trust
Office; if to the Depositor, addressed to Key Bank USA, National Association,
800 Superior Avenue, Cleveland, Ohio 44114, Attention: Senior Vice President,
Education Lending; if to the Securities Insurer, addressed to MBIA Insurance
Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured
Portfolio Management--SF; or, as to each party, at such other address as shall
be designated by such party in a written notice to each other party.


	 	          
(b) Any notice required or permitted to be given to a holder of the Trust
Certificate shall be given by first-class mail, postage prepaid, at the address
of such holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Trust Agreement shall be conclusively presumed to
have been duly given, whether or not such holder receives such notice.




          SECTION 11.05.   
Severability. Any provision of this Trust Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


           SECTION 11.06.
   Separate Counterparts. This Trust Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.


           SECTION 11.07.
   Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor and its successors, the Eligible Lender Trustee and its successors,
each holder of the Trust Certificate and its successors and permitted assigns,
all as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a holder of the Trust Certificate shall bind the
successors and assigns of such holder.


           SECTION 11.08.
   No Petition. (a) The Depositor (nor any Affiliate of
the Depositor if such Affiliate is the holder of the Trust Certificate) will not
at any time institute against the Trust any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificate, the Notes, this Trust Agreement
or any of the other Basic Documents.

	 	
           (b) The Eligible
Lender Trustee (not in its individual capacity but solely as Eligible Lender
Trustee), by entering into this Trust Agreement, each holder of the Trust
Certificate, by accepting a Trust Certificate, and the Indenture Trustee and
each holder of the Notes by accepting the benefits of this Trust Agreement,
hereby covenant and agree that they will not at any time institute against the
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership
or liquidation proceedings, or other proceedings under any United States Federal
or state bankruptcy or similar law in connection with any obligations relating
to the Trust Certificate, the Notes, this Trust Agreement or any of the other
Basic Documents, until such time as thirteen months after payment in full of the
Notes and the repayment in full of amounts owed the Securities Insurer and the
Swap Counterparty has passed.





           SECTION 11.09.
   No Recourse. Each holder of the Trust Certificate by
accepting a Trust Certificate acknowledges that such holder's Trust Certificate
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Seller, the Master Servicer, the Administrator, the
Eligible Lender Trustee, the Cap Provider, the Indenture Trustee, the Swap
Counterparty, the Securities Insurer or any Affiliate thereof or any officer,
director or employee of any thereof and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in
this Trust Agreement, the Trust Certificate or the other Basic Documents.


           SECTION 11.10.
   Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


           SECTION 11.11.
Governing Law.THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


           SECTION 11.12.
   Third Party Beneficiaries. The parties hereto
acknowledge that the Securities Insurer and the Swap Counterparty are express
third party beneficiaries hereof entitled to enforce the provisions hereof as if
each were actually a party hereto. Notwithstanding the foregoing, nothing in
this Section 11.12 shall be construed to mitigate, in any way, the fiduciary
responsibilities of the Eligible Lender Trustee to the Depositor and, if
different, to the holder of the Trust Certificate.








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


	 	
BANK ONE, NATIONAL ASSOCIATION, not in

its individual capacity but solely as Eligible Lender Trustee,







By:  /s/ Keith R. Richardson          

    Name:  Keith R. Richardson

    Title:  Authorized Officer





KEY BANK USA, NATIONAL ASSOCIATION,

Depositor,





By:  /s/ Randall M. Behm          

    Name:  Randall M. Behm

    Title:  Senior Vice President





Acknowledged and accepted as of the day

and year first above written:


BANK ONE DELAWARE, INC.,

as Delaware Trustee


By:     /s/ Keith R. Richardson       

Name:  Keith R. Richardson

Title:  Authorized Officer








EXHIBIT A

TO THE TRUST AGREEMENT


[FORM OF TRUST CERTIFICATE]



SEE REVERSE FOR CERTAIN DEFINITIONS


THIS TRUST CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR
AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR, THE ELIGIBLE LENDER
TRUSTEE, THE SWAP COUNTERPARTY, THE SECURITIES INSURER, THE ADMINISTRATOR OR ANY
OF THEIR RESPECTIVE AFFILIATES. THIS TRUST CERTIFICATE IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY PRIVATE
INSURER.


THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST THAT
THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO A
PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II)
TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS AN INSTITUTIONAL
ACCREDITED INVESTOR TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER
IN BEING MADE IN RELIANCE ON REGULATION D, AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONS, OR
(III) TO A PERSON IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES ACT
OR THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
THIS TRUST CERTIFICATE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE DEPOSITOR,
THE ADMINISTRATOR, THE ELIGIBLE LENDER TRUSTEE, THE SWAP COUNTERPARTY AND THE
SECURITIES INSURER THAT: IT IS EITHER A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A, OR AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1)-(3) AND (7) OF REGULATION D UNDER THE SECURITIES ACT) OR AN
ENTITY IN WHICH ALL THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, OR THAT ITS
PURCHASE OF THIS TRUST CERTIFICATE IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND
THAT IT IS HOLDING THIS TRUST CERTIFICATE FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION.


NO TRANSFER OF THIS TRUST CERTIFICATE WILL BE REGISTERED
UNLESS THERE IS PROVIDED A REPRESENTATION SATISFACTORY TO THE ELIGIBLE LENDER
TRUSTEE THAT THIS TRUST CERTIFICATE IS NOT BEING ACQUIRED DIRECTLY OR INDIRECTLY
FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) AND/OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH A “PLAN”).


          NUMBER: _____



KEYCORP STUDENT LOAN TRUST 2000-A



ASSET BACKED TRUST CERTIFICATE

	 	evidencing a 100% ownership interest in the Trust, as defined below, the property of which includes a
         pool of undergraduate and graduate school student loans sold to the Trust by Key Bank USA, National
         Association.




	 	(This
Trust Certificate does not represent an interest in or obligation of Key Bank
USA, National Association, the Eligible Lender Trustee (as defined below), the
Delaware Trustee (as defined below) or any of their respective affiliates,
except to the extent described below.)





               
          THIS CERTIFIES THAT

is the registered owner of a 100% nonassessable, fully-paid,
ownership interest in the KeyCorp Student Loan Trust 2000-A (the
“Trust”), a statutory business trust formed under the laws of the
State of Delaware by Key Bank USA, National Association, a national banking
association (the “Seller”). The Trust was created pursuant to a Trust
Agreement dated as of May 31, 2000, as amended and restated as of June 1, 2000
(the “Trust Agreement”), between the Seller and Bank One, National
Association, a national banking association, not in its individual capacity but
solely as eligible lender trustee on behalf of the Trust (the “Eligible
Lender Trustee”) and pursuant to which Bank One Delaware, Inc. serves as
Delaware Trustee (the “Delaware Trustee”), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in Appendix A to the Sale and Servicing Agreement (the “Sale and
Servicing Agreement”) dated as of June 1, 2000, among the Trust, the
Eligible Lender Trustee, the Seller, Key Bank USA, National Association, as
master servicer (the “Master Servicer”), and Key Bank USA, National
Association, as administrator (the “Administrator”); such Appendix A
also contains rules as to usage that shall be applicable herein.


           This Trust
Certificate is the duly authorized Trust Certificate issued pursuant to the
Trust Agreement (herein called the "Trust Certificate"). Also issued under the
Indenture dated as of June 1, 2000, between the Trust and Bankers Trust Company,
as Indenture Trustee, are Notes designated as "Floating Rate Asset Backed Notes"
(the "Notes"). This Trust Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Trust Certificate by virtue of the acceptance
hereof assents and by which such holder is bound. The property of the Trust
includes a pool of undergraduate and graduate school student loans (the
"Financed Student Loans"), all moneys paid thereunder (except with respect to
certain proceeds on any Guarantee Payments made by TERI) on or after June 1,
2000 (or, in the case of Financed Student Loans that constitute Additional
Student Loans, on or after the respective Subsequent Cutoff Dates), rights of
the Trust to payments under the Interest Rate Swap, certain bank accounts and
the proceeds thereof, certain other rights under the Trust Agreement and the
Sale and Servicing Agreement, and all proceeds of the foregoing. The rights of
the holder of the Trust Certificate to the assets of the Trust are subordinated
to the rights of the holders of the Notes, the Swap Counterparty, the Cap
Provider and the Securities Insurer, as set forth in the Sale and Servicing
Agreement and the Indenture.


           Under the Trust
Agreement, all amounts then owed to the holder of the Trust Certificate be
distributed on the twenty-seventh day of February, May August and November (or,
if such twenty-seventh day is not a Business Day, the next succeeding Business
Day) (each a "Distribution Date"), commencing on November 27, 2000 to the person
in whose name this Trust Certificate is registered at the close of business on
the twenty-fourth day of the calendar month in which such Distribution Date
occurs (the "Record Date"), pursuant to the Sale and Servicing Agreement.


           Each holder of
this Trust Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Trust Certificate from Available Funds are
subordinated to the rights of the holders of the Notes, the Swap Counterparty,
the Cap Provider and the Securities Insurer as described in the Sale and
Servicing Agreement and the Indenture.


          Each holder of a Trust Certificate by its acceptance of a Trust Certificate
covenants and agrees that such holder will not at any time institute against the
Seller or the Trust, or join in any institution against the Seller or the Trust
of, any bankruptcy, reorganization, arrangement, insolvency, receivership or
liquidation proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Trust Certificate, the Notes, the Trust Agreement or any of the other Basic
Documents, until such time as thirteen months after payment in full of the Notes
and the repayment in full of amounts owed the Securities Insurer and the Swap
Counterparty has passed.


           The Trust
Certificate does not represent an obligation of, or an interest in, the Seller,
the Master Servicer, the Administrator, the Swap Counterparty, the Securities
Insurer, the Eligible Lender Trustee or any affiliates of any of them, and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein, in the Trust Agreement or in the
other Basic Documents. In addition, this Trust Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to
certain collections with respect to the Financed Student Loans, all as more
specifically set forth in the Sale and Servicing Agreement. A copy of each of
the Sale and Servicing Agreement and the Trust Agreement may be examined during
normal business hours at the principal office of the Seller, and at such other
places, if any, designated by the Seller, by any holder of the Trust Certificate
upon request.


           This Trust
Certificate shall be construed in accordance with the laws of the State of
Delaware, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.


           Unless the
certificate of authentication hereon shall have been executed by an authorized
officer of the Eligible Lender Trustee or its authenticating agent, by manual
signature, this Trust Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Sale and Servicing Agreement or be
valid for any purpose.







           IN WITNESS
WHEREOF, the Eligible Lender Trustee on behalf of the Trust and not in its
individual capacity has caused this Trust Certificate to be duly executed as of
the date set forth below.


	 	KEYCORP STUDENT LOAN TRUST 2000-A






	 	
	By:   BANK ONE, NATIONAL ASSOCIATION, not in its

         individual capacity but solely as Eligible Lender 

         Trustee,





	 	
	          By:         
                  
                         

                   Authorized Signatory




Date:  June 22, 2000






TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is the Trust Certificate referred to in the
within-mentioned Trust Agreement. 


	 	 BANK ONE, NATIONAL ASSOCIATION, not in its

 individual capacity but solely as Eligible Lender

 Trustee,



       By:        
             
                       
              

                     Authorized Signatory









                 
                 
                 
                 
        [OR


	 	 BANK ONE, NATIONAL ASSOCIATION, not in its

 individual capacity but solely as Eligible Lender

 Trustee,





	 	By:    FIRST CHICAGO TRUST COMPANY OF

          NEW YORK, as Authenticating Agent,



By:        
             
                       
              

                     Authorized Signatory







Date:  June 22, 2000






ASSIGNMENT


          FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers

unto


PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE




(Please print or type name and address, including postal zip code, of assignee)






the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing


_____________________________________________________Attorney to transfer
said Trust Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.


Dated:


	 	                                     ___________________*

                                                                Signature Guaranteed:





                                                             ___________________*







* NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Trust Certificate in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company. 







EXHIBIT B



[FORM OF TRANSFEROR LETTER]


[Date]



Key Bank USA, National Association,

as Depositor and Administrator

800 Superior Avenue

Cleveland, Ohio  44114



Bank One, National Association,

as Eligible Lender Trustee and Certificate Registrar

1 Bank One Plaza, Suite IL1-0126

Chicago, Illinois  60670-0126



Re:     KeyCorp Student Loan Trust 2000-A,

         Asset Backed Trust Certificate (the "Certificate")



Ladies and Gentlemen:


In connection with our disposition of the above Certificate we
certify that (a) we understand that the Certificate has not been registered
under the Securities Act of 1933, as amended (the “Securities Act”),
and are being disposed by us in a transaction that is exempt from the
registration requirements of the Securities Act, and (b) we have not offered or
sold the Certificate to, or solicited offers to buy the Certificate from, any
person, or otherwise approached or negotiated with any person with respect
thereto, in a manner that would be deemed, or taken any other action would
result in, a violation of Section 5 of the Securities Act. 


Very truly yours,



______________________________

[Print Name of Transferor]




By:_____________________________

       Authorized Officer








EXHIBIT C-1



[FORM OF TRANSFEREE LETTER (Non-Rule 144A)]


[Date]



Key Bank USA, National Association,

as Depositor and Administrator

800 Superior Avenue

Cleveland, Ohio  44114



Bank One, National Association,

as Eligible Lender Trustee and Certificate Registrar

1 Bank One Plaza, Suite IL1-0126

Chicago, Illinois  60670-0126



Re:     KeyCorp Student Loan Trust 2000-A,

         Asset Backed Trust Certificate (the "Certificate")



Ladies and Gentlemen:


           In connection
with our acquisition of the above Certificate we certify that (a) we understand
that the Certificate is not being registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we are an
institutional "accredited investor," as defined in Rule 501 (a) (1), (2), (3) or
(7) of Regulation D under the Securities Act or an entity in which all of the
equity owners come within such paragraphs , and have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificate, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificate and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificate, (d) we are not acquiring the Certificate for, on behalf of or with
the assets of, an employee benefit plan or other retirement arrangement (a
"Plan") which is subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and/or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), (e) we are acquiring the Certificate for
investment for our own account and not with a view to any distribution of the
Certificate (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificate in accordance with clause (g) below), (f)
we have not offered or sold the Certificate to, or solicited offers to buy the
Certificate from, any person, or otherwise approached or negotiated with any
person with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Securities Act, and (g) we will not sell, transfer
or otherwise dispose of the Certificate unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the
Securities Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Letter that such sale, transfer or other disposition may
be made pursuant to an exemption from the Securities Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Trust Agreement relating to the Certificate.


Very truly yours,



_____________________

[Print Name of Transferee]




By:___________________

       Authorized Officer











EXHIBIT C-2



[FORM OF TRANSFEREE LETTER (Rule 144A)]


[Date]



Key Bank USA, National Association,

as Depositor and Administrator

800 Superior Avenue

Cleveland, Ohio  44114



Bank One, National Association,

as Eligible Lender Trustee and Certificate Registrar

1 Bank One Plaza, Suite IL1-0126

Chicago, Illinois  60670-0126



Re:     KeyCorp Student Loan Trust 2000-A,

         Asset Backed Trust Certificate (the "Certificate")





Ladies and Gentlemen:


           In connection
with our acquisition of the above Certificate we certify that (a) we understand
that the Certificate is not being registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we have such knowledge
and experience in financial and business matters that we are capable of
evaluating the merits and risks of investments in the Certificate, (c) we have
had the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificate and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificate, (d) we are not acquiring the Certificate for, on behalf of or with
the assets of, an employee benefit plan or other retirement arrangement (a
"Plan") which is subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and/or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), (e) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificate, any interest in the Certificate or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificate, any interest in the Certificate or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificate, any interest in the Certificate or any other similar security with,
any person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would
constitute a distribution of the Certificate under the Securities Act or that
would render the disposition of the Certificate a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will act, nor has
authorized or will authorize any person to act, in such manner with respect to
the Certificate, (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act ("Rule 144A") and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificate for our own account or for resale
pursuant to Rule 144A and further understand that the Certificate may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.



Very truly yours,



_____________________

[Print Name of Transferee]




By:___________________

       Authorized Officer









ANNEX 1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



[For Transferees Other Than Registered Investment Companies]


           The undersigned
(the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A
Transferee Certificate to which this certification relates with respect to the
Certificate described therein:


	 	1.	 	
As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.





	 	2.	 	
In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________1
in securities (except for the excluded securities referred to below) as of the
end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.





	 	____	 	
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c) (3)
of the Internal Revenue Code of 1986, as amended.







1     Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless

       Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at

       least $10,000,000 in securities.



	 	____	 	
Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.





	 	____	 	
Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.




	 	____	 	
Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.




	 	____	 	
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.




	 	____	 	
State or Local Plan. The Buyer is a plan established and maintained by a State,
its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees.




	 	____	 	
ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.




	 	____	 	
 Investment Advisor. The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.





	 	____	 	
 Small Business Investment Company. The Buyer is a small business investment
company licensed by the U.S. Small Business Administration under Section 301(c)
or (d) of the Small Business Investment Act of 1958.





	 	____	 	
Business Development Company.  The Buyer is a business development company as defined
in Section 202(a) (22) of the Investment Advisors Act of 1940.





	 	____	 	
Qualified Institutional Buyers. The Buyer owned and/or invested on a
discretionary basis less than $100,000,000, but it is an entity in which all of
the equity owners are qualified institutional buyers.






	 	3.	 	
The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.





	 	4.	 	
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in
the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.





	 	5.	 	
The Buyer acknowledges that it is familiar with Rule 144A and understands that
the seller to it and other parties related to the Certificate are relying and
will continue to rely on the statements made herein because one or more sales to
the Buyer may be in reliance on Rule 144A.





	 	6.	 	
Until the date of purchase of the Rule 144A Securities, the Buyer will notify
each of the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificate will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.






__________________________

[Print Name of Buyer]




By:__________________________

     Name:

    Title:



Date: ________________________










ANNEX 2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



[For Transferees That are Registered Investment Companies]


           The undersigned
(the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A
Transferee Certificate to which this certification relates with respect to the
Certificate described therein:


	 	1.	 	
As indicated below, the undersigned is the President, Chief Financial Officer or
Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.





	 	2.	 	
In connection with purchases by Buyer, the Buyer is a "qualified institutional
buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used,
except (i) where the Buyer or the Buyer's Family of Investment Companies reports
its securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market.






	 	____	 	
The Buyer owned $_________________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer’s most recent
fiscal year (such amount being calculated in accordance with Rule 144A).




	 	____	 	
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $_______ in securities (other than the excluded securities referred to
below) as of the end of the Buyer’s most recent fiscal year (such amount
being calculated in accordance with Rule 144A).




	 	3.	 	
The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).





	 	4.	 	
The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.





	 	5.	 	
The Buyer is familiar with Rule 144A and understands that the parties listed in
the Rule 144A Transferee Certificate to which this certification relates are
relying and will continue to rely on the statements made herein because one or
more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer
will only purchase for the Buyer's own account.





	 	6.	 	
Until the date of purchase of the Certificate, the undersigned will notify the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificate will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.





	 	
                                                              ______________________________

                                                              Print Name of Buyer or Adviser





                                                              By:____________________________

                                                                   Name:

                                                                   Title:





                                                             [IF AN ADVISER:]





                                                              _____________________________

                                                              Print Name of Buyer







                                                              Date:    _______________