EXHIBIT 4.1


Exhibit 4.1


EXECUTION COPY






INDENTURE









between



KEYCORP STUDENT LOAN TRUST 2000-A,





as Issuer







and





BANKERS TRUST COMPANY,

not in its individual capacity but

solely as Indenture Trustee





Dated as of June 1, 2000



TABLE OF CONTENTS


Page





ARTICLE I



Definitions and Usage


	SECTION 1.01.	Definitions and Usage	2



	SECTION 1.02.	Incorporation by Reference of Trust Indenture Act	2




ARTICLE II



The Notes

	SECTION 2.01.	Form	3



	SECTION 2.02.	Execution, Authentication and Delivery	3


	SECTION 2.03.	Temporary Notes	4


	SECTION 2.04.	Registration; Registration of Transfer and Exchange	4


	SECTION 2.05.	Mutilated, Destroyed, Lost or Stolen Notes	6


	SECTION 2.06.	Persons Deemed Owner	7


	SECTION 2.07.	Payment of Principal and Interest; Defaulted Interest;
Noteholders' Interest Index Carryover	7


	SECTION 2.08.	Cancellation	9


	SECTION 2.09.	Release of Collateral	9


	SECTION 2.10.	Book-Entry Notes	9


	SECTION 2.11.	Notices to Clearing Agency	10


	SECTION 2.12.	Definitive Notes	10




ARTICLE III



Covenants


	SECTION 3.01.	Payment to Noteholders	11


	SECTION 3.02.	Maintenance of Office or Agency	11


	SECTION 3.03.	Money for Payments To Be Held in Trust	11


	SECTION 3.04.	Existence	13


	SECTION 3.05.	Protection of Indenture Trust Estate	13


	SECTION 3.06.	Opinions as to Indenture Trust Estate	14


	SECTION 3.07.	Performance of Obligations; Master Servicing of Financed Student Loans	14


	SECTION 3.08.	Negative Covenants	17


	SECTION 3.09.	Annual Statement as to Compliance	18


	SECTION 3.10.	Issuer May Consolidate, etc., Only on Certain Terms	18


	SECTION 3.11.	Successor or Transferee	20


	SECTION 3.12.	No Other Business	20


	SECTION 3.13.	No Borrowing	21


	SECTION 3.14.	Obligations of Master Servicer and Administrator	21


	SECTION 3.15.	Guarantees, Loans, Advances and Other Liabilities	21


	SECTION 3.16.	Capital Expenditures	21


	SECTION 3.17.	Restricted Payments	21


	SECTION 3.18.	Notice of Events of Default	21


	SECTION 3.19.	Further Instruments and Acts	22




ARTICLE IV



Satisfaction and Discharge


	SECTION 4.01.	Satisfaction and Discharge of Indenture	22


	SECTION 4.02.	Application of Trust Money	23


	SECTION 4.03.	Repayment of Moneys Held by Paying Agent	24


	SECTION 4.04.	Auction of Financed Student Loans	24




ARTICLE V



Remedies


	SECTION 5.01.	Events of Default	25


	SECTION 5.02.	Acceleration of Maturity; Rescission and Annulment	26


	SECTION 5.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	27


	SECTION 5.04.	Remedies; Priorities	29


	SECTION 5.05.	Optional Preservation of the Financed Student Loans	34


	SECTION 5.06.	Limitation of Suits	34


	SECTION 5.07.	Unconditional Rights of Noteholders To Receive Principal and Interest	35


	SECTION 5.08.	Restoration of Rights and Remedies	35


	SECTION 5.09.	Rights and Remedies Cumulative	35


	SECTION 5.10.	Delay or Omission Not a Waiver	36


	SECTION 5.11.	Control by Noteholders	36


	SECTION 5.12.	Waiver of Past Defaults	37


	SECTION 5.13.	Undertaking for Costs	37


	SECTION 5.14.	Waiver of Stay or Extension Laws	37


	SECTION 5.15.	Action on Notes	38


	SECTION 5.16.	Performance and Enforcement of Certain Obligations	38





ARTICLE VI



The Indenture Trustee


	SECTION 6.01.	Duties of Indenture Trustee	39


	SECTION 6.02.	Rights of Indenture Trustee	40


	SECTION 6.03.	Individual Rights of Indenture Trustee	41


	SECTION 6.04.	Indenture Trustee's Disclaimer	41


	SECTION 6.05.	Notice of Defaults	41


	SECTION 6.06.	Reports by Indenture Trustee to Noteholders	42


	SECTION 6.07.	Compensation and Indemnity	42


	SECTION 6.08.	Replacement of Indenture Trustee	43


	SECTION 6.09.	Successor Indenture Trustee by Merger	44


	SECTION 6.10.	Appointment of Co-Trustee or Separate Trustee	44


	SECTION 6.11.	Eligibility; Disqualification	45


	SECTION 6.12.	Preferential Collection of Claims Against Issuer	46


	SECTION 6.13.	Set-Off Rights	46





ARTICLE VII



Noteholders’ Lists and Reports


	SECTION 7.01.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	46


	SECTION 7.02.	Preservation of Information; Communications to Noteholders	46


	SECTION 7.03.	Reports by Issuer	47





ARTICLE VIII



Accounts, Disbursements and Releases


	SECTION 8.01.	Collection of Money	48


	SECTION 8.02.	Trust Accounts	48


	SECTION 8.03.	General Provisions Regarding Accounts	49


	SECTION 8.04.	Release of Indenture Trust Estate	50


	SECTION 8.05.	Opinion of Counsel	50


	SECTION 8.06.	Demands under the Securities Guaranty Insurance Policy	51





ARTICLE VIII-A



The Securities Guaranty Insurance Policy


	SECTION 8A.1.	Claims Under the Securities Guaranty Insurance Policy	52


	SECTION 8A.2.	[Reserved]	53


	SECTION 8A.3.	Surrender of the Securities Guaranty Insurance Policy	53


	SECTION 8A.4.	Rights of the Securities Insurer	53


	SECTION 8A.5.	Replacement Securities Guaranty Insurance Policy	53





ARTICLE IX



Supplemental Indentures


	SECTION 9.01.	Supplemental Indentures Without Consent of Noteholders	54


	SECTION 9.02.	Supplemental Indentures with Consent of Noteholders	55


	SECTION 9.03.	Execution of Supplemental Indentures	57


	SECTION 9.04.	Effect of Supplemental Indenture	57


	SECTION 9.05.	Conformity with Trust Indenture Act	57


	SECTION 9.06.	Reference in Notes to Supplemental Indentures	58





ARTICLE X



Redemption of Notes


	SECTION 10.01.	Redemption	58


	SECTION 10.02.	Form of Redemption Notice	59


	SECTION 10.03.	Notes Payable on Redemption Date	59





ARTICLE XI



Miscellaneous


	SECTION 11.01.	Compliance Certificates and Opinions, etc.	59


	SECTION 11.02. 	Form of Documents Delivered to Indenture Trustee	61


	SECTION 11.03. 	Acts of Noteholders	62


	SECTION 11.04. 	Notices, etc., to Indenture Trustee, Issuer, Securities
Insurer and Rating Agencies	63


	SECTION 11.05. 	Notices to Noteholders; Waiver	64


	SECTION 11.06. 	Alternate Payment and Notice Provisions	64


	SECTION 11.07. 	Conflict with Trust Indenture Act	64


	SECTION 11.08. 	Effect of Headings and Table of Contents	65


	SECTION 11.09. 	Successors and Assigns	65


	SECTION 11.10. 	Separability	65


	SECTION 11.11. 	Benefits of Indenture	65


	SECTION 11.12. 	Legal Holidays	65


	SECTION 11.13. 	Governing Law	65


	SECTION 11.14. 	Counterparts	66


	SECTION 11.15. 	Recording of Indenture	66


	SECTION 11.16. 	Trust Obligations	66


	SECTION 11.17. 	No Petition	66


	SECTION 11.18. 	Inspection	66


	SECTION 11.19. 	Third-Party Beneficiaries	67


	SECTION 11.20. 	Rights of the Securities Insurer to Exercise Rights of Noteholders	67







	APPENDIX A 	Definitions and Usage




	SCHEDULE A 	Schedule of Initial Financed Student Loans


	SCHEDULE B 	Schedule of Additional Student Loans


	SCHEDULE C 	Location of Financed Student Loan Files





	EXHIBIT A-1	Form of Class A-1 Note


	EXHIBIT A-2	Form of Class A-2 Note








	 	        
  INDENTURE dated as of June 1, 2000, between KEYCORP STUDENT LOAN
TRUST 2000-A, a New York trust (the “Issuer”), and BANKERS TRUST
COMPANY, a New York banking corporation, as trustee and not in its individual
capacity (the “Indenture Trustee”).





        Each party
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the holders of the Issuer's Floating Rate Class A-1 Asset
Backed Notes (the "Class A-1 Notes"), Floating Rate Class A-2 Asset Backed Notes
(the "Class A-2 Notes" and together with the Class A-1 Notes, the "Class A
Notes" or the "Notes"):


GRANTING CLAUSE


        The Issuer (and,
with respect to the Financed Student Loans, the Eligible Lender Trustee on
behalf of the Issuer) hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the holders of the Notes, the Securities
Insurer and the Swap Counterparty, as their interests may appear herein all the
Issuer's right, title and interest in and to the following:


	 	        (a)
the Financed Student Loans, and all obligations of the Obligors thereunder
including all moneys paid thereunder on or after the Cutoff Date (or, in the
case of Additional Student Loans, on or after the related Subsequent Cutoff
Date);




	 	        (b)
the Sale and Servicing Agreement, including the right of the Issuer to cause the
Seller to repurchase or the Master Servicer to purchase, Financed Student Loans
from the Issuer under circumstances described therein and including the Assigned
Rights;




	 	        (c)
each Guarantee Agreement, including the right of the Issuer to cause the related
Guarantor to make Guarantee Payments in respect of the Financed Student Loans;





	 	        (d)
all funds on deposit from time to time in the Trust Accounts, including the
Reserve Account Initial Deposit and the Pre-Funded Amount;




	 	        (e)
all rights under the Interest Rate Swap and all payments due or received from
the Swap Counterparty pursuant thereto;




	 	        (f)
all rights under the Cap Agreement and all payments due or received from the Cap
Provider pursuant thereto;




	 	        (g)
the Securities Guaranty Insurance Policy and all payments from the Securities
Insurer received thereunder; and




	 	        (h)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").





         The foregoing
Grant is made in trust to secure the payment of principal of and interest on,
and any other amounts owing in respect of, the Notes, equally and ratably
without prejudice, priority or distinction, to secure payment of all amounts
owing to the Securities Insurer and the Swap Counterparty, and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.


         The Indenture
Trustee, as Indenture Trustee on behalf of the holders of the Notes, the Swap
Counterparty, and the Securities Insurer acknowledges such Grant, accepts the
trusts under this Indenture in accordance with the provisions of this Indenture
and agrees to perform its duties required in this Indenture to the best of its
ability to the end that the interests of the holders of the Notes, the
Securities Insurer and the Swap Counterparty may be adequately and effectively
protected.


ARTICLE I



Definitions and Usage


         SECTION 1.01.
Definitions and Usage. Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not defined herein are
defined in Appendix A hereto, which also contains rules as to usage that shall
be applicable herein.


         SECTION 1.02.
Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:


         "Commission"
means the Securities and Exchange Commission.


         "indenture
securities" means the Notes.


         "indenture
security holder" means a holder of the Notes.


         "indenture to
be qualified" means this Indenture.


         "indenture
trustee" or "institutional trustee" means the Indenture Trustee.


         "obligor" on
the indenture securities means the Issuer and any other obligor on the indenture
securities.


         All other TIA
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meaning
assigned to them by such definitions.


ARTICLE II



The Notes


         SECTION 2.01.
Form. The Class A-1 Notes and Class A-2 Notes, together with the
Indenture Trustee's certificate of authentication, shall be in substantially the
forms set forth in Exhibits A-1 and A-2, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing the Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.


         The Definitive
Notes shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders), all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes.


         Each Note shall
be dated the date of its authentication. The terms of the Class A-1 Notes and
the Class A-2 Notes set forth in Exhibits A-1 and A-2 are part of the terms of
this Indenture.


         SECTION 2.02.
Execution, Authentication and Delivery. The Notes shall be executed on
behalf of the Issuer by any of its Authorized Officers. The signature of any
such Authorized Officer on the Notes may be manual or facsimile.


         Notes bearing
the manual or facsimile signature of individuals who were at any time Authorized
Officers of the Issuer shall bind the Issuer, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.


         The Indenture
Trustee shall upon Issuer Order authenticate and deliver Notes for original
issue in an aggregate principal amount of $100,000,000 with respect to the Class
A-1 Notes, and $450,000,000 with respect to the Class A-2 Notes, except as
provided in Section 2.05.


         Each Note shall
be dated the date of its authentication. The Notes shall be issuable as
registered Notes in the minimum denomination of $1,000 and in integral multiples
of $1,000 in excess thereof.


         No Note shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee
by the manual signature of one of its authorized signatories, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.


         SECTION 2.03.
Temporary Notes. Pending the preparation of Definitive Notes, the Issuer
may execute, and upon receipt of an Issuer Order the Indenture Trustee shall
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.


         If temporary
Notes are issued, the Issuer will cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the temporary
Notes at the office or agency of the Issuer to be maintained as provided in
Section 3.02, without charge to the holder of the Notes. Upon surrender for
cancellation of any one or more temporary Notes, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver in exchange therefor a like
principal amount of Definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as Definitive Notes.


         SECTION 2.04.
Registration; Registration of Transfer and Exchange. The Issuer shall
cause to be kept a register (the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Notes and the registration of transfers of Notes. The Indenture
Trustee shall be "Note Registrar" for the purpose of registering Notes and
transfers of Notes as herein provided. Upon any resignation of any Note
Registrar, the Issuer shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Note Registrar.


         If a Person
other than the Indenture Trustee is appointed by the Issuer as Note Registrar,
the Issuer will give the Indenture Trustee and the Securities Insurer prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
and the Securities Insurer shall have the right to inspect the Note Register at
all reasonable times and to obtain copies thereof, and the Indenture Trustee and
the Securities Insurer shall have the right to rely upon a certificate executed
on behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the holders of the Notes and the principal amounts and number
of such Notes.


         Upon surrender
for registration of transfer of any Note at the office or agency of the Issuer
to be maintained as provided in Section 3.02, if the requirements of Section
8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee
shall authenticate and the holder of the Notes shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes in any authorized denominations and a like aggregate principal amount.


         At the option
of the holder of the Notes, Notes may be exchanged for other Notes in any
authorized denominations, a like class and a like aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Notes are so surrendered for exchange, if the requirements of Section
8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee
shall authenticate and the holder of the Notes shall obtain from the Indenture
Trustee, the Notes which the holder of the Notes making the exchange is entitled
to receive.


         All Notes
issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange.


         The Issuer
initially appoints The Depository Trust Company ("DTC") to act as depositary
(the "Depositary") with respect to the each Class of the Notes.


         The Issuer
initially appoints the Indenture Trustee to act as custodian with respect to the
Notes.


         Every Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by the holder of the Notes
thereof or such holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in Securities Transfer Agent's Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Exchange Act.


         No service
charge shall be made to a holder of the Notes for any registration of transfer
or exchange of Notes, but the Indenture Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.


         The preceding
provisions of this Section notwithstanding, the Issuer shall not be required to
make and the Note Registrar need not register transfers or exchanges of Notes
selected for redemption or of any Note for a period of 15 days preceding the due
date for any payment with respect to the Note.


         SECTION 2.05.
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note, and (ii)
there is delivered to the Indenture Trustee such security or indemnity as may be
required by it to hold the Issuer, the Securities Insurer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute and upon its request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within 15 days shall be due and payable, or
shall have been called for redemption, instead of issuing a replacement Note,
the Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.


         Upon the
issuance of any replacement Note under this Section, the Issuer may require the
payment by the holder of the Notes thereof of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the fees and expenses of the Indenture
Trustee) connected therewith.


         Every
replacement Note issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


         The provisions
of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.


         SECTION 2.06.
Persons Deemed Owner. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee, the Securities Insurer
and any agent of the Issuer, the Securities Insurer or the Indenture Trustee may
treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments
of principal of, interest (and any Noteholders' Interest Index Carryover and
payments made under the Cap Agreement with respect to such Class of Notes), if
any, on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of
the Issuer, the Securities Insurer or the Indenture Trustee shall be affected by
notice to the contrary.


         SECTION 2.07.
Payment of Principal and Interest; Defaulted Interest; Noteholders' Interest
Index Carryover. (a) The Class A-1 Notes and the Class A-2 Notes shall
accrue interest as provided in the forms of the Class A-1 Note and the Class A-2
Note set forth in Exhibits A-1 and A-2, respectively, and such interest shall be
payable on each Distribution Date as specified therein, subject to Section 3.01.
Any installment of interest (and any Noteholders' Interest Index Carryover with
respect to each Class of Notes) or principal, if any, payable on any Note which
is punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the Record Date by check mailed
first-class, postage prepaid to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a
Distribution Date or on the applicable Note Final Maturity Date which shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.


         (b) The
principal of each Note shall be payable in installments on each Distribution
Date as provided in the form of the Class A-1 Note and the Class A-2 Note set
forth in Exhibits A-1 and A-2, respectively, to the extent the amount of funds
required and available to be distributed in respect of principal on such Class
of Notes pursuant to the Sale and Servicing Agreement; provided,
however, the entire unpaid principal amount of each Class of Notes shall
be due and payable on its Final Maturity Date. Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the date on which an Event of Default shall have occurred
and is continuing, if the Indenture Trustee or the Securities Insurer (provided
that no Securities Insurer Default shall have occurred and is continuing, then
by the holders of Notes representing not less than a majority of the Outstanding
Amount of the Notes) have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02. All principal payments on each Class of
Notes shall be made pro rata to the holders of such Class of Notes entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest (and any Noteholders' Interest Index Carryover with
respect to such Class of Notes) on such Note will be paid. Such notice shall be
mailed or transmitted by facsimile prior to such final Distribution Date and
shall specify that such final installment will be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to the holders of the Notes as
provided in Section 10.02.


         (c) If the
Issuer defaults in a payment of interest on the Notes, the Issuer shall pay
defaulted interest (plus interest on such defaulted interest to the extent
lawful) at the applicable Note Interest Rate in any lawful manner. The Issuer
may pay such defaulted interest to the persons who are holders of the Notes on a
subsequent special record date, which date shall be at least five Business Days
prior to the payment date. The Issuer shall fix or cause to be fixed any such
special record date and payment date, and, at least 15 days before any such
special record date, the Issuer shall mail to each holder of the Notes a notice
that states the special record date, the payment date and the amount of
defaulted interest to be paid.


         (d) The
Noteholders' Interest Index Carryover with respect to the Class A Notes for each
Distribution Date (including all unpaid Noteholders' Interest Index Carryover
for such Class A Notes for prior Distribution Dates and interest accrued thereon
at the applicable Note Interest Rate for each applicable Interest Period) shall
be payable to the Class A Notes, pro rata based on the amount of Noteholders'
Interest Index Carryover then owing on each such Class A Notes, on each
Distribution Date solely to the extent of funds required and available
(including any Class A Cap Funds) to be distributed to the holders of the Class
A Notes by the Indenture Trustee pursuant to Section 5.05(c)(viii) or 5.06(e) of
the Sale and Servicing Agreement. Any Noteholders' Interest Index Carryover
payable on any Distribution Date shall be paid to the Person in whose name such
Note (or one or more Predecessor Notes) is registered on the applicable Record
Date by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date, except that, unless Definitive
Notes have been issued pursuant to Section 2.12, with respect to the Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.03.


         SECTION 2.08.
Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than
the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time, unless the Issuer shall direct by an Issuer Order that they
be returned to it and so long as such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.


         SECTION 2.09.
Release of Collateral. Subject to Section 11.01 and the terms of the
Basic Documents, the Indenture Trustee shall release property from the lien of
this Indenture only upon receipt of an Issuer Request accompanied by an
Officers' Certificate of the Issuer, an Opinion of Counsel and Independent
Certificates in accordance with TIAss.ss. 314(c) and 314(d)(l) or an Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA does
not require any such Independent Certificates.


         SECTION 2.10.
Book-Entry Notes. The Notes, upon original issuance, will be issued in
the form of typewritten Notes representing the Book-Entry Notes, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Issuer. Such Notes shall initially be registered on the Note Register in
the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note
Owner will receive a Definitive Note (as defined below) representing such Note
Owner's interest in such Note, except as provided in Section 2.12. Unless and
until definitive, fully registered Notes (the "Definitive Notes") have been
issued to Note Owners pursuant to Section 2.12:


	 	        (i)
the provisions of this Section shall be in full force and effect;




	 	        (ii)
the Note Registrar and the Indenture Trustee may deal with the Clearing Agency
for all purposes (including the payment of principal of and interest and other
amounts on the Notes) as the authorized representative of the Note
Owners;




	 	        (iii)
to the extent that the provisions of this Section conflict with any other
provisions of this Indenture, the provisions of this Section shall
control;




	 	        (iv)
the rights of Note Owners shall be exercised only through the Clearing Agency
and shall be limited to those established by law and agreements between such
Note Owners and the Clearing Agency and/or the Clearing Agency Participants
pursuant to the Note Depository Agreements. Unless and until Definitive Notes
are issued pursuant to Section 2.12, the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive and
transmit payments of principal of and interest and other amounts on the Notes to
such Clearing Agency Participants; and




	 	        (v)
whenever this Indenture requires or permits actions to be taken based upon
instructions or directions of the holders of the Notes evidencing a specified
percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be
deemed to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial
interest in the Notes and has delivered such instructions to the Indenture
Trustee.





         SECTION 2.11.
Notices to Clearing Agency. Whenever a notice or other communication to
the holders of the Notes is required under this Indenture, unless and until
Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12,
the Indenture Trustee shall give all such notices and communications specified
herein to be given to the holders of the Notes to the Clearing
Agency.


         SECTION 2.12.
Definitive Notes. If (i) the Administrator advises the Indenture Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Notes, and the Administrator
is unable to locate a qualified successor, (ii) the Administrator at its option
advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, a Master Servicer Default or an Administrator Default, Note
Owners representing beneficial interests aggregating at least a majority of the
Outstanding Amount of such Class of Notes advise the Clearing Agency (which
shall then notify the Indenture Trustee) in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Note Owners of such Class of Notes, then the Indenture Trustee will cause
the Clearing Agency to notify all Note Owners of such Class of Notes, through
the Clearing Agency, of the occurrence of any such event and of the availability
of Definitive Notes to such Note Owners requesting the same. Upon surrender to
the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes
by the Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Indenture Trustee shall authenticate the Definitive Notes
in accordance with the instructions of the Clearing Agency. None of the Issuer,
the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the holders of the Definitive Notes
as the Noteholders for such Class of Notes.



ARTICLE III



Covenants


         SECTION 3.01.
Payment to Noteholders. The Issuer will duly and punctually pay the
principal of, interest, if any, on and any unpaid Noteholders' Interest Index
Carryover (but only to the extent provided in Sections 2.07(d) and 8.02(c)) with
respect to each Class of Notes in accordance with the terms of such Notes and
this Indenture. Without limiting the foregoing, subject to Section 8.02(c), the
Issuer will cause to be distributed to the holders of the Class A-1 Notes and to
the holders of the Class A-2 Notes that portion of the amounts on deposit in the
Trust Accounts on a Distribution Date, to which the holders of the Notes are
entitled to receive pursuant to the Sale and Servicing Agreement. Amounts
properly withheld under the Code by any Person from a payment to any holder of
the Notes of interest (including any Noteholders' Interest Index Carryover)
and/or principal shall be considered as having been paid by the Issuer to such
holder of the Notes for all purposes of this Indenture. The Notes will be
non-recourse obligations of the Issuer and shall be limited in right of payment
to amounts available from the Indenture Trust Estate as provided in this
Indenture and the Issuer shall not be otherwise liable on the Notes.


         SECTION 3.02.
Maintenance of Office or Agency. The Issuer will maintain in the Borough
of Manhattan, The City of New York, an office or agency where Notes may be
surrendered for registration of transfer or exchange. The Issuer hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing
purposes. The Issuer will give prompt written notice to the Indenture Trustee of
the location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Indenture Trustee with the address thereof, such
surrenders may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders in respect of the Notes.


         SECTION 3.03.
Money for Payments To Be Held in Trust. As provided in Section 8.02(a)
and (b), all payments of amounts due and payable with respect to any Notes that
are to be made from amounts distributed from the Collection Account or any other
Trust Account pursuant to Section 8.02(c) shall be made on behalf of the Issuer
by the Indenture Trustee or by another Paying Agent, and no amounts so
distributed from the Collection Account for payments of Notes shall be paid over
to the Issuer except as provided in this Section. The Indenture Trustee is
hereby appointed as the initial "Paying Agent" hereunder and the Indenture
Trustee hereby accepts such appointment.


         On or before
the Business Day next preceding each Distribution Date and Redemption Date, the
Issuer shall distribute or cause to be distributed to the Indenture Trustee (or
any other Paying Agent) an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, such sum to be held in trust for the benefit of
the Persons entitled thereto and (unless the Paying Agent is the Indenture
Trustee) shall promptly notify the Indenture Trustee, the Securities Insurer and
the Swap Counterparty of its action or failure so to act.


         The Issuer will
cause each Paying Agent other than the Indenture Trustee to execute and deliver
to the Indenture Trustee an instrument in which such Paying Agent shall agree
with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent,
it hereby so agrees), subject to the provisions of this Section, that such
Paying Agent will:


	 	        (i)
hold all sums held by it for the payment of amounts due with respect to the
Notes in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
pay such sums to such Persons as herein provided;




	 	        (ii)
give the Indenture Trustee, the Securities Insurer and the Swap Counterparty
notice of any default by the Issuer of which it has actual knowledge (or any
other obligor upon the Notes) in the making of any payment required to be made
with respect to the Notes;




	 	        (iii)
at any time during the continuance of any such default, upon the written request
of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so
held in trust by such Paying Agent;




	 	        (iv)
immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee
all sums held by it in trust for the payment of Notes if at any time it ceases
to meet the standards required to be met by a Paying Agent at the time of its
appointment; and




	 	        (v)
comply with all requirements of the Code with respect to the withholding from
any payments made by it on any Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection
therewith.





         The Issuer may
at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, by Issuer Order direct any Paying Agent to
pay to the Indenture Trustee all sums held in trust by such Paying Agent, such
sums to be held by the Indenture Trustee upon the same trusts as those upon
which the sums were held by such Paying Agent; and upon such payment by any
Paying Agent to the Indenture Trustee, such Paying Agent shall be released from
all further liability with respect to such money.


         Subject to
applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due
with respect to any Note and remaining unclaimed for two years after such amount
has become due and payable shall be discharged from such trust and be paid to
the Issuer on Issuer Request; and the holder of the Notes thereof shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that
the Indenture Trustee or such Paying Agent, before being required to make any
such repayment, shall at the expense and direction of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Indenture Trustee shall also adopt and employ, at the expense of the Issuer,
any other reasonable means of notification of such repayment (including mailing
notice of such repayment to the holders of the Notes whose Notes have been
called but have not been surrendered for redemption or whose right to or
interest in moneys due and payable but not claimed is determinable from the
records of the Indenture Trustee or of any Paying Agent, at the last address of
record for each such holder of the Notes).


         SECTION 3.04.
Existence. The Issuer will keep in full effect its existence, rights and
franchises as a trust under the laws of the State of Delaware (unless it
becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other State or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Indenture Trust Estate
.

         SECTION 3.05.
Protection of Indenture Trust Estate. The Issuer will from time to time
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:


	 	        (i)
maintain or preserve the lien and security interest (and the priority thereof)
of this Indenture or carry out more effectively the purposes hereof;




	 	        (ii)
perfect, publish notice of or protect the validity of any Grant made or to be
made by this Indenture;




	 	        (iii)
enforce any of the Collateral; or




	 	        (iv)
preserve and defend title to the Indenture Trust Estate and the rights of the
Indenture Trustee, and the holders of the Notes, the Swap Counterparty and the
Securities Insurer in such Indenture Trust Estate against the claims of all
persons and parties.





The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section. 


         SECTION 3.06.
Opinions as to Indenture Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee, the Securities Insurer and the
Swap Counterparty an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture, any indentures supplemental hereto, and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are necessary to perfect
and make effective the lien and security interest of this Indenture and reciting
the details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest
effective.


         (b) On or
before April 30 in each calendar year, beginning in 2001, the Issuer shall
furnish to the Indenture Trustee, the Securities Insurer and the Swap
Counterparty an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as is necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until April 30 in
the following calendar year.


         SECTION 3.07.
Performance of Obligations; Master Servicing of Financed Student Loans.
(a) The Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from any
of such Person's material covenants or obligations under any instrument or
agreement included in the Indenture Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture, the Sale and Servicing Agreement or such
other instrument or agreement.


         (b) The Issuer
may contract with other Persons to assist it in performing its duties under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee, the Securities Insurer and the Swap Counterparty in an
Officers' Certificate of the Issuer shall be deemed to be action taken by the
Issuer. Initially, the Issuer has contracted with the Master Servicer and the
Administrator to assist the Issuer in performing its duties under this
Indenture.


         (c) The Issuer
will punctually perform and observe all its obligations and agreements contained
in this Indenture, the other Basic Documents and in the instruments and
agreements included in the Indenture Trust Estate, including filing or causing
to be filed all UCC financing statements and continuation statements required to
be filed by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the consent of the Indenture Trustee and the Securities Insurer
(provided that no Securities Insurer Default has occurred and is continuing, and
then from the holders of Notes of at least a majority of the Outstanding Amount
of the Notes).


         (d) If the
Issuer shall have knowledge of the occurrence of a Master Servicer Default or an
Administrator Default under the Sale and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee, the Securities Insurer, the Swap
Counterparty and the Rating Agencies thereof, and shall specify in such notice
the action, if any, the Issuer is taking with respect to such default. If a
Master Servicer Default shall arise from the failure of the Master Servicer to
perform any of its duties or obligations under the Sale and Servicing Agreement,
or an Administrator Default shall arise from the failure of the Administrator to
perform any of its duties or obligations under the Sale and Servicing Agreement
or the Administration Agreement, as the case may be, with respect to the
Financed Student Loans, the Issuer shall take all reasonable steps available to
it to enforce its rights under the Basic Documents in respect of such
failure.


         (e) As promptly
as possible after the giving of notice of termination to the Master Servicer of
the Master Servicer's rights and powers, or to the Administrator of the
Administrator's rights and powers, pursuant to Section 8.01 of the Sale and
Servicing Agreement, the Issuer shall appoint, with the consent of the
Securities Insurer, a successor master servicer (the "Successor Master
Servicer"), or a successor administrator (the "Successor Administrator"), and
such Successor Master Servicer or Administrator, as the case may be, shall
accept its appointment by a written assumption in a form acceptable to the
Indenture Trustee. In the event that a Successor Master Servicer or
Administrator has not been appointed and accepted its appointment at the time
when the Master Servicer or Administrator, as the case may be, ceases to act as
Master Servicer or Administrator, as the case may be, the Indenture Trustee
without further action shall automatically be appointed a Successor Master
Servicer or Administrator, as the case may be. The Indenture Trustee may resign
as the Master Servicer or the Administrator pursuant to the terms of the Sale
and Servicing Agreement by giving written notice of such resignation to the
Issuer, the Securities Insurer and the Swap Counterparty, and in such event will
be released from such duties and obligations, such release not to be effective
until the date a new master servicer or a new administrator enters into an
agreement with the Issuer as provided below; provided, however,
that nothing herein shall require or permit the Indenture Trustee to act as
Master Servicer, or otherwise master service Financed Student Loans, in
violation of the Higher Education Act. Upon delivery of any such notice to the
Issuer, the Issuer shall obtain a new master servicer or a new administrator as
a Successor Master Servicer or Administrator under the Sale and Servicing
Agreement, with the consent of the Securities Insurer (so long as no Securities
Insurer Default has occurred and is continuing). Any Successor Master Servicer
or Administrator, as the case may be, other than the Indenture Trustee shall (i)
be an established institution (A) that satisfies any requirements of the Higher
Education Act applicable to servicers and (B) whose regular business includes
the servicing or administration of student loans and (ii) enter into a master
servicing agreement or an administration agreement with the Issuer having
substantially the same provisions as the provisions of the Sale and Servicing
Agreement applicable to the predecessor Master Servicer or the provisions of the
Sale and Servicing Agreement and the Administration Agreement applicable to the
Administrator and, in any case, approved by the Securities Insurer (provided
that no Securities Insurer Default has occurred and is continuing). If within 30
days after the delivery of the notice referred to above, the Issuer shall not
have obtained such a new master servicer or administrator, as the case may be,
the Indenture Trustee may appoint, or may petition a court of competent
jurisdiction to appoint, in each case, so long as no Securities Insurer Default
has occurred and is continuing, with the consent of the Securities Insurer,
which consent will not be unreasonably withheld, a Successor Master Servicer or
Administrator; provided, however, that such right to appoint or to
petition for the appointment of any such successor shall in no event relieve the
Indenture Trustee from any obligations otherwise imposed on it under the Basic
Documents until such successor has in fact assumed such appointment. In
connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as the Indenture Trustee,
the Securities Insurer and such successor shall agree, subject to the
limitations set forth below and in the Sale and Servicing Agreement, and in
accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor for the servicing or
administration of the Financed Student Loans (such agreement to be in form and
substance satisfactory to the Indenture Trustee and the Securities Insurer). If
the Indenture Trustee shall succeed as provided herein to the Master Servicer's
duties with respect to Financed Student Loans or the Administrator's duties with
respect to the Issuer and the Financed Student Loans, as the case may be, it
shall do so in its individual capacity and not in its capacity as Indenture
Trustee and, accordingly, the provisions of Article VI hereof shall be
inapplicable to the Indenture Trustee in its duties as the successor to the
Master Servicer or the Administrator, as the case may be, and the servicing or
administration of the Financed Student Loans. In case the Indenture Trustee
shall become successor to the Master Servicer or the Administrator, as the case
may be, under the Sale and Servicing Agreement, the Indenture Trustee shall be
entitled to appoint as Master Servicer or as Administrator, as the case may be,
any one of its affiliates or agents, provided that such appointment shall not
affect or alter in any way the liability of the Indenture Trustee as a successor
for the performance of the duties and obligations of the Master Servicer or the
Administrator in accordance with the terms hereof.


         (f) Upon any
termination of the Master Servicer's rights and powers pursuant to the Sale and
Servicing Agreement, or any termination of the Administrator's rights and powers
pursuant to the Sale and Servicing Agreement, as the case may be, the Issuer
shall promptly notify the Indenture Trustee, the Swap Counterparty and the
Securities Insurer. As soon as a Successor Master Servicer or a Successor
Administrator is appointed, the Issuer shall notify the Indenture Trustee and
the Securities Insurer of such appointment, specifying in such notice the name
and address of such Successor Master Servicer or such Successor
Administrator.


         (g) Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer agrees that it will not, without the prior written consent of the
Indenture Trustee and the Securities Insurer (provided that no Securities
Insurer Default has occurred and is continuing, and then from the holders of
Notes of at least a majority in Outstanding Amount of the Notes), amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or the Basic Documents, except to the extent otherwise provided
therein, or waive timely performance or observance by the Master Servicer, the
Administrator, the Seller, the Issuer or the Eligible Lender Trustee under the
Sale and Servicing Agreement; provided, however, that no such
amendment shall (x) (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the holders of the Notes or (ii) reduce the aforesaid
percentage of the Notes which are required to consent to any such amendment,
without the consent of the holders of all the Outstanding Notes, (y) amend any
rights of the Securities Insurer, without the consent of the Securities Insurer,
or (z) amend any rights of the Swap Counterparty, without the consent of the
Swap Counterparty (notwithstanding anything to the contrary contained herein,
such rights of consent granted to the holders of the Notes contained in
sub-clauses (x)(i) and (ii) of this proviso shall not be exercisable by the
Securities Insurer on behalf of the holders of the Notes). If any such
amendment, modification, supplement or waiver shall be so consented to by the
Indenture Trustee and the Securities Insurer (provided that no Securities
Insurer Default has occurred and is continuing) or such holders of the Notes,
the Issuer agrees, promptly following a request by the Indenture Trustee, the
Securities Insurer or the Swap Counterparty to do so, to execute and deliver, in
its own name and at its own expense, such agreements, instruments, consents and
other documents as the Indenture Trustee, the Securities Insurer or the Swap
Counterparty may deem necessary or appropriate in the circumstances.


         SECTION 3.08.
Negative Covenants. So long as any Notes are Outstanding or any amounts
are owing to the Securities Insurer or the Swap Counterparty, the Issuer shall
not:


	 	        (i)
except as expressly permitted by this Indenture or any other Basic Document,
sell, transfer, exchange or otherwise dispose of any of the properties or assets
of the Issuer, including those included in the Indenture Trust Estate, unless
directed to do so by the Indenture Trustee;




	 	        (ii)
claim any credit on, or make any deduction from the principal or interest
(including any Noteholders' Interest Index Carryover) payable in respect of, the
Notes (other than amounts properly withheld from such payments under the Code or
applicable state law) or assert any claim against any present or former holder
of the Notes by reason of the payment of the taxes levied or assessed upon any
part of the Indenture Trust Estate; or




	 	        (iii)
(A) permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants
or obligations with respect to the Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
interest, mortgage or other encumbrance (other than the lien of this Indenture)
to be created on or extend to or otherwise arise upon or burden the Indenture
Trust Estate or any part thereof or any interest therein or the proceeds thereof
(other than tax liens and other liens that arise by operation of law, in each
case arising solely as a result of an action or omission of the related Obligor,
and other than as expressly permitted by the Basic Documents) or (C) permit the
lien of this Indenture not to constitute a valid first priority (other than with
respect to any such tax or other lien) security interest in the Indenture Trust
Estate.






         SECTION 3.09.
Annual Statement as to Compliance. The Issuer will deliver to the
Indenture Trustee, the Securities Insurer and the Swap Counterparty, within 120
days after the end of each fiscal year of the Issuer (commencing with the fiscal
year 2000), an Officers' Certificate of the Issuer stating that:


	 	        (i) a
review of the activities of the Issuer during such year and of performance under
this Indenture has been made under such Authorized Officers' supervision;
and




	 	        (ii)
to the best of such Authorized Officers' knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture
throughout such year, or, if there has been a default in the compliance of any
such condition or covenant, specifying each such default known to such
Authorized Officers and the nature and status thereof.





         SECTION 3.10.
Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall
not consolidate or merge with or into any other Person, without the prior
written consent of the Securities Insurer (provided that no Securities Insurer
Default has occurred and is continuing) and unless:


	 	        (i)
the Person (if other than the Issuer) formed by or surviving such consolidation
or merger shall be a Person organized and existing under the laws of the United
States of America or any State and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, the
Indenture Trustee, the Securities Insurer and the Swap Counterparty, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of, interest on and any Noteholders' Interest Index Carryover, if any,
with respect to all Notes and the performance or observance of every agreement
and covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein;




	 	        (ii)
immediately after giving effect to such transaction, no Default shall have
occurred and be continuing;




	 	        (iii)
the Rating Agency Condition shall have been satisfied with respect to such
transaction;




	 	        (iv)
the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee, the Securities Insurer and the Swap
Counterparty) to the effect that such transaction will not have any material
adverse Federal or Pennsylvania state tax consequence to the Issuer, any holder
of the Notes or any holder of the Certificates;




	 	        (v)
any action as is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and




	 	        (vi)
the Issuer shall have delivered to the Indenture Trustee, the Securities Insurer
and the Swap Counterparty an Officers' Certificate of the Issuer and an Opinion
of Counsel each stating that such consolidation or merger and such supplemental
indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any
filing required by the Exchange Act).





         (b) The Issuer
shall not convey or transfer all or substantially all its properties or assets,
including those included in the Indenture Trust Estate, to any Person without
the prior written consent of the Securities Insurer (provided that no Securities
Insurer Default has occurred and is continuing) and, unless:


	 	        (i)
the Person that acquires by conveyance or transfer the properties and assets of
the Issuer the conveyance or transfer of which is hereby restricted shall (A) be
a United States citizen or a Person organized and existing under the laws of the
United States of America or any State, (B) expressly assumes, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, the
Securities Insurer and the Swap Counterparty, in form satisfactory to the
Indenture Trustee and the Securities Insurer, the due and punctual payment of
the principal of, interest on and Noteholders' Interest Index Carryover, if any,
with respect to all Notes, all amounts then due and owing to the Securities
Insurer and the Swap Counterparty, and the performance or observance of every
agreement and covenant of this Indenture on the part of the Issuer to be
performed or observed, all as provided herein, (C) expressly agrees by means of
such supplemental indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of holders of the
Notes, the Securities Insurer and the Swap Counterparty(D) unless otherwise
provided in such supplemental indenture, expressly agrees to indemnify, defend
and hold harmless the Issuer against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E) expressly
agrees by means of such supplemental indenture that such Person (or if a group
of Persons, then one specified Person) shall make all filings with the
Commission (and any other appropriate Person) required by the Exchange Act in
connection with the Notes;




	 	        (ii)
immediately after giving effect to such transaction, no Default shall have
occurred and be continuing;




	 	        (iii)
the Rating Agency Condition shall have been satisfied with respect to such
transaction;




	 	        (iv)
the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee, the Securities Insurer and the Swap
Counterparty) to the effect that such transaction will not have any material
adverse Federal or Pennsylvania state tax consequence to the Issuer, any holder
of the Notes or any holder of the Certificates;




	 	        (v)
any action as is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and




	 	        (vi)
the Issuer shall have delivered to the Indenture Trustee, the Securities Insurer
and the Swap Counterparty an Officers' Certificate of the Issuer and an Opinion
of Counsel each stating that such conveyance or transfer and such supplemental
indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any
filing required by the Exchange Act).





         SECTION 3.11.
Successor or Transferee. (a) Upon any consolidation or merger of the
Issuer in accordance with Section 3.10(a), the Person formed by or surviving
such consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.


         (b) Upon a
conveyance or transfer of all the assets and properties of the Issuer pursuant
to Section 3.10(b), KeyCorp Student Loan Trust 2000-A will be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
by the Issuer of written notice to the Indenture Trustee stating that KeyCorp
Student Loan Trust 2000-A is to be so released.


         SECTION 3.12.
No Other Business. The Issuer shall not engage in any business other than
financing, purchasing, owning, selling and managing the Financed Student Loans
and making Additional Fundings in the manner contemplated by this Indenture and
the other Basic Documents and activities incidental thereto.


         SECTION 3.13.
No Borrowing. The Issuer shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness except for
the Notes.


         SECTION 3.14.
Obligations of Master Servicer and Administrator. The Issuer shall cause
the Master Servicer to comply with Sections 4.08(a), 4.09, 4.10 and 4.11 of the
Sale and Servicing Agreement and the Administrator to comply with Sections
4.08(b) and (c), 4.09, 4.10 and 5.07 thereof.


         SECTION 3.15.
Guarantees, Loans, Advances and Other Liabilities. Except as contemplated
by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another's payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other
Person.


         SECTION 3.16.
Capital Expenditures. The Issuer shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or
personalty).


         SECTION 3.17.
Restricted Payments. The Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Eligible Lender Trustee or any owner of a beneficial interest in the Issuer
or otherwise with respect to any ownership or equity interest or security in or
of the Issuer or to the Master Servicer or the Administrator, (ii) redeem,
purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for
any such purpose; provided, however, that the Issuer may make, or
cause to be made, distributions to the Master Servicer, the Eligible Lender
Trustee, the Indenture Trustee, the Securities Insurer, the Swap Counterparty,
the holders of the Certificates, the holders of the Notes, the Administrator and
the Seller as contemplated by, and to the extent funds are available for such
purpose under, the Sale and Servicing Agreement. The Issuer will not, directly
or indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the other Basic
Documents.


         SECTION 3.18.
Notice of Events of Default. The Issuer shall give the Indenture Trustee,
the Securities Insurer, the Swap Counterparty and the Rating Agencies prompt
written notice of each Event of Default hereunder and each default on the part
of the Seller of its obligations under the Sale and Servicing Agreement, or the
Master Servicer of its obligations under the Sale and Servicing Agreement or the
Administrator of its obligations under the Sale and Servicing Agreement or the
Administration Agreement. In addition, the Issuer shall deliver to the Indenture
Trustee, the Securities Insurer and the Swap Counterparty, within five days
after the occurrence thereof, written notice in the form of an Officers'
Certificate of the Issuer of any event which with the giving of notice and the
lapse of time would become an Event of Default under Section 5.01(iii), its
status and what action the Issuer is taking or proposes to take with respect
thereto.


         SECTION 3.19.
Further Instruments and Acts. Upon request of the Indenture Trustee, the
Issuer will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.


ARTICLE IV



Satisfaction and Discharge


         SECTION 4.01.
Satisfaction and Discharge of Indenture. This Indenture shall cease to be
of further effect with respect to the Notes except as to (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of holders of the Notes to receive
payments of principal thereof and interest (including any Noteholders' Interest
Index Carryover) thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and
3.13, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.07 and
the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights
of holders of the Notes, as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when:


	 	        (A) a
period of 367 days has expired after either;





	 	        (1)
all Notes theretofore authenticated and delivered (other than (i) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.05 and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.03) have been delivered to the Indenture Trustee for
cancellation; or




	  	         (2)
all Notes not theretofore delivered to the Indenture Trustee for cancellation




	 	        (i)
have become due and payable,




	 	        (ii)
will become due and payable at the Class A-1 Final Maturity Date or the Class
A-2 Final Maturity Date, as the case may be, within one year, or




	 	        (iii)
are to be called for redemption within one year under arrangements satisfactory
to the Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuer,





	 	and the Issuer, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be irrevocably deposited with the
Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to the
Indenture Trustee for cancellation when due to the Class A-1 Final Maturity Date
or the Class A-2 Final Maturity Date, as the case may be;





	 	        (B) a
period of 367 days has expired after the later of (i) the date on which no Notes
are outstanding or (ii) the date on which the Issuer has paid or caused to be
paid all other sums due to the Securities Insurer and the Swap Counterparty or
otherwise payable hereunder by the Issuer; and




	 	        (C)
the Issuer has delivered to the Indenture Trustee, the Securities Insurer and
the Swap Counterparty an Officers' Certificate of the Issuer, an Opinion of
Counsel and (if required by the TIA or the Indenture Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.01(a) and, subject to Section 11.02, each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied
with.





         SECTION 4.02.
Application of Trust Money. All moneys deposited with the Indenture
Trustee pursuant to Section 4.01 hereof shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the holders of the particular Notes for the payment or
redemption of which such moneys have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest (including
any Noteholders' Interest Index Carryover), to the Swap Counterparty of all
amounts due to the Swap Counterparty under the Interest Rate Swap, and the
Securities Insurer for all amounts due under the Insurance Agreement; but such
moneys need not be segregated from other funds except to the extent required
herein or in the Sale and Servicing Agreement or required by law.


         SECTION 4.03.
Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.


         SECTION 4.04.
Auction of Financed Student Loans. Any Financed Student Loans remaining
in the Trust as of the end of the Collection Period immediately preceding the
August 2010 Distribution Date will be offered for sale in the aggregate by the
Indenture Trustee as either a single pool (a "Single Pool Sale") or in two
separate pools (a "Two Pool Sale") as determined by the Administrator in its
sole discretion; provided, however, that if a Coordination Agreement requires
the offering of the Access Loans to PHEAA, TERI and/or LAI, the Administrator
shall instruct the Indenture Trustee, in accordance with Section 10.06(a) of the
Sale and Servicing Agreement, to offer for sale the Financed Student Loans that
are Access Loans as a single pool as part of a Two Pool Sale. KeyCorp, its
affiliates, and unrelated third parties may offer bids to purchase such Financed
Student Loans on such Distribution Date; provided, however, that KeyCorp, the
parent of Key Bank USA, National Association ("KeyCorp"), and its affiliates may
not bid more than an amount determined by KeyCorp in good faith to be equal to
the fair market value of such Financed Student Loans as of the end of the
Collection Period immediately preceding such Distribution Date. If at least two
bids are received, with respect to a Single Pool Sale, the Indenture Trustee
will solicit and resolicit bids from all participating bidders until only one
bid remains for such Financed Student Loans or the remaining bidders decline to
resubmit bids and, with respect to a Two Pool Sale, if at least two bids are
received for either pool of Financed Student Loans, the Indenture Trustee will
solicit and resolicit bids from all participating bidders until only one bid
remains with respect to each pool of Financed Student Loans, or the remaining
bidders decline to resubmit bids. The Indenture Trustee shall, with respect to a
Single Pool Sale, accept the highest of such remaining bids from a single bidder
if it is equal to or in excess of the Minimum Purchase Amount, and with respect
to a Two Pool Sale, accept the highest of such remaining bids for each pool of
Financed Student Loans, if the sum of the such two bids is equal to or in excess
of the Minimum Purchase Amount. If (i) at least two bids are not received with
respect to a Single Pool Sale (or at least two bids for each pool of Financed
Student Loans with respect to a Two Pool Sale), or (ii) the highest bid (with
respect to a Single Pool Sale) or the combination of the highest two bids (with
respect to a Two Pool Sale), as the case may be, after the resolicitation
process is completed is not equal to or in excess of the Minimum Purchase
Amount, the Indenture Trustee will not consummate such sale. In connection with
the determination of the Minimum Purchase Amount, the Indenture Trustee may
consult, and, at the direction of the Seller or (provided that no Securities
Insurer Default has occurred and is continuing) the Securities Insurer, shall
consult, with a financial advisor (which may be the Administrator) to determine
if the fair market value of the Financed Student Loans has been offered. The
proceeds of any such sale will be applied in the order of priority set forth in
Section 5.04(b) of this Indenture. If the sale is not consummated in accordance
with the foregoing, the Indenture Trustee may, but shall not be under any
obligation to, solicit bids to purchase the Financed Student Loans on future
Distribution Dates upon terms similar to those described above. In addition,
notwithstanding anything herein to the contrary, the Indenture Trustee's rights
hereunder to sell the Financed Student Loans shall be subject to the provisions
of Section 10.06 of the Sale and Servicing Agreement.



ARTICLE V



Remedies


         SECTION 5.01.
Events of Default. "Event of Default", wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


	 	        (i)
default in the payment of any interest (including, subject to the limitations of
Sections 2.07(d) and 8.02(c), any Noteholders' Interest Index Carryover), on any
Note when the same becomes due and payable, and such default shall continue for
a period of three Business Days; or




	 	        (ii)
default in the payment of the principal of any Note when the same becomes due
and payable to the extent funds exist therefor or at maturity thereof;
or




	 	        (iii)
default in the observance or performance of any covenant or agreement of the
Issuer made in this Indenture or any other Basic Document (other than a covenant
or agreement, a default in the observance or performance of which is elsewhere
in this Section specifically dealt with), or any representation or warranty of
the Issuer made in this Indenture or any other Basic Document or in any
certificate or other writing delivered pursuant hereto or in connection herewith
proving to have been incorrect in any material respect as of the time when the
same shall have been made, and such default shall continue or not be cured, or
the circumstance or condition in respect of which such misrepresentation or
warranty was incorrect shall not have been eliminated or otherwise cured, for a
period of 30 days after there shall have been given, by registered or certified
mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
Trustee by the Securities Insurer (unless a Securities Insurer Default shall
have occurred and is continuing, then by the holders of at least 25% of the
Outstanding Amount of the Notes) a written notice specifying such default or
incorrect representation or warranty and requiring it to be remedied and stating
that such notice is a notice of Default hereunder; or




	 	        (iv)
the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Issuer or any substantial part of the Indenture Trust
Estate in an involuntary case under any applicable Federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuer or for any substantial part of the Indenture Trust
Estate, or ordering the winding-up or liquidation of the Issuer's affairs, and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or




	 	        (v)
the commencement by the Issuer of a voluntary case under any applicable Federal
or state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Issuer to the
appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Indenture Trust Estate, or the making by the Issuer of any general
assignment for the benefit of creditors, or the failure by the Issuer generally
to pay its debts as such debts become due, or the taking of action by the Issuer
in furtherance of any of the foregoing.





         SECTION 5.02.
Acceleration of Maturity; Rescission and Annulment. If an Event of
Default should occur and be continuing, then and in every such case the
Indenture Trustee at the direction of the Securities Insurer (so long as no
Securities Insurer Default shall have occurred and is continuing) or by the
holders of the Notes representing not less than a majority of the Outstanding
Amount of the Notes, with the consent of the Securities Insurer (so long as no
Securities Insurer Default has occurred and is continuing), shall declare all
the Notes to be immediately due and payable, by a notice in writing to the
Issuer, the Swap Counterparty and the Securities Insurer (and to the Indenture
Trustee if given by the holders of the Notes), and upon any such declaration the
unpaid principal amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable.


         At any time
after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter in this Article V provided, the Securities
Insurer (provided that no Securities Insurer Default has occurred and is
continuing), or the holders of the Notes representing a majority of the
Outstanding Amount of the Notes, with the consent of the Securities Insurer (so
long as no Securities Insurer Default has occurred and is continuing), by
written notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences if:


	 	        (i)
the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
pay:





	 	        (A)
all payments of principal of and interest on all Notes and all other amounts
that would then be due hereunder or upon such Notes if the Event of Default
giving rise to such acceleration had not occurred; and





	 	        (B)
all sums paid or advanced by the Indenture Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel; and





	 	        (ii)
all Events of Default, other than the nonpayment of the principal of the Notes
that has become due solely by such acceleration, have been cured or waived as
provided in Section 5.12.





        No such
rescission shall affect any subsequent default or impair any right consequent
thereto.


         SECTION 5.03.
Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee. (a) The Issuer covenants that if (i) default is made in the payment
of any interest (including, subject to the limitations of Sections 2.07(d) and
8.02(c), any unpaid Noteholders' Interest Index Carryover) on any Note when the
same becomes due and payable, and such default continues for a period of three
Business Days, or (ii) default is made in the payment of the principal of or any
installment of the principal on its Final Maturity Date or of any Note when the
same becomes due and payable in accordance with Section 2.07(b), the Issuer
will, upon demand of the Indenture Trustee or the Securities Insurer if the
Securities Insurer has made an Insured Payment under the Securities Guaranty
Insurance Policy, pay to the Indenture Trustee or the Securities Insurer, for
the benefit of the holders of the Notes, the whole amount then due and payable
on such Notes for principal and interest (and any unpaid Noteholders' Interest
Index Carryover) with interest upon the overdue principal, and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest (and any unpaid Noteholders' Interest Index Carryover)
at the rate specified in Section 2.07 and in addition thereto such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, the Securities Insurer and its agents and
counsel.


         (b) In case the
Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture
Trustee, in its own name and as trustee of an express trust, may with the
consent of the Securities Insurer, or shall at the written direction of the
Securities Insurer (in either case, provided that no Securities Insurer Default
has occurred and is continuing) institute a Proceeding for the collection of the
sums so due and unpaid, and prosecute such Proceeding to judgment or final
decree, and enforce the same against the Issuer or other obligor upon such Notes
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon such Notes, wherever situated, the moneys adjudged or decreed
to be payable.


         (c) If an Event
of Default occurs and is continuing, the Indenture Trustee may, with the consent
of the Securities Insurer, or shall at the written direction of the Securities
Insurer (in either case, provided that no Securities Insurer Default has
occurred and is continuing) as more particularly provided in Section 5.04, in
its discretion, proceed to protect and enforce its rights and the rights of the
holders of the Notes, by such appropriate Proceedings as the Indenture Trustee
shall deem most effective to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law. 


         (d) In case
there shall be pending, relative to the Issuer or any other obligor upon the
Notes or any Person having or claiming an ownership interest in the Indenture
Trust Estate, Proceedings under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall with the
prior written consent of, or at the written direction of the Securities Insurer
(in either case, provided that no Securities Insurer Default has occurred and is
continuing) be entitled and empowered, by intervention in such proceedings or
otherwise:


	 	        (i)
to file and prove a claim or claims for the whole amount of principal and
interest (including any unpaid Noteholders' Interest Index Carryover) owing and
unpaid in respect of the Notes and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Indenture Trustee
(including any claim for reasonable compensation to the Indenture Trustee and
each predecessor Indenture Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee,
except as a result of negligence or bad faith) and of the holders of the Notes
allowed in such Proceedings;




	 	        (ii)
unless prohibited by applicable law and regulations, to vote on behalf of the
holders of the Notes in any election of a trustee, a standby trustee or Person
performing similar functions in any such Proceedings;




	 	        (iii)
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute all amounts received with respect to the
claims of the holders of the Notes, the Securities Insurer, the Swap
Counterparty and of the Indenture Trustee on their behalf; and




	 	        (iv)
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Indenture Trustee or the holders
of the Notes allowed in any judicial proceedings relative to the Issuer, its
creditors and its property;





and any trustee, receiver, liquidator, custodian or other
similar official in any such Proceeding is hereby authorized by each of such
holders of the Notes to make payments to the Indenture Trustee, and, in the
event that the Indenture Trustee shall consent to the making of payments
directly to such holders of the Notes, to pay to the Indenture Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee
except as a result of negligence or bad faith. 


         (e) Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any holder of the
Notes or the Securities Insurer any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any holder of the
Notes or the Securities Insurer thereof or to authorize the Indenture Trustee to
vote in respect of the claim of any holder of the Notes or the Securities
Insurer in any such proceeding except, as aforesaid, to vote for the election of
a trustee in bankruptcy or similar Person.


         (f) All rights
of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Indenture Trustee without the possession of any of
the Notes or the production thereof in any trial or other Proceedings relative
thereto, and any such action or Proceedings instituted by the Indenture Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
holders of the Notes.


         (g) In any
Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture
Trustee shall be a party), the Indenture Trustee shall be held to represent all
the holders of the Notes, and it shall not be necessary to make any holder of
the Notes a party to any such Proceedings.


         SECTION 5.04.
Remedies; Priorities. (a) If an Event of Default shall have occurred and
be continuing, the Indenture Trustee may with the consent of the Securities
Insurer or shall at the written direction of the Securities Insurer (in either
case, provided that no Securities Insurer Default has occurred and is
continuing) do one or more of the following (subject to Section
5.05):


	 	        (i)
institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with
respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
moneys adjudged due;




	 	        (ii)
institute Proceedings from time to time for the complete or partial foreclosure
of this Indenture with respect to the Indenture Trust Estate;




	 	        (iii)
exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee and the holders of the Notes, the Securities Insurer and the
Swap Counterparty; and




	 	        (iv)
sell the Indenture Trust Estate or any portion thereof or rights or interest
therein, at one or more public or private sales called and conducted in any
manner permitted by law;





provided, however, that the Indenture Trustee may
not sell or otherwise liquidate the Indenture Trust Estate following an Event of
Default, other than an Event of Default described in Section 5.01(i) or (ii),
unless (i) the Securities Insurer (unless a Securities Insurer Default shall
have occurred and is continuing and then by the holders of all outstanding
Notes) consent to such sale, (ii) the proceeds of such sale are sufficient to
pay in full the principal of and the accrued interest on the outstanding Notes
plus all amounts due and owing to the Securities Insurer under the Insurance
Agreement and to the Swap Counterparty under the Interest Rate Swap at the date
of such sale or (iii) the Indenture Trustee determines that the collections on
the Financed Student Loans would not be sufficient on an ongoing basis to make
all payments on the Notes as such payments would have become due if such
obligations had not been declared due and payable, and the Indenture Trustee
obtains the consent of the Securities Insurer (unless a Securities Insurer
Default shall have occurred and is continuing then by the holders of 66 2/3% of
the aggregate principal amount of the Notes then outstanding); provided
further, that the Indenture Trustee may not sell or otherwise liquidate
the Indenture Trust Estate following an Event of Default, other than an Event of
Default described in Section 5.01(i) or (ii), unless, in addition to the
foregoing, the proceeds of the sale or liquidation of the Trust Estate are
sufficient to pay all amounts due and owing to the Securities Insurer, plus
interest thereon as provided in the Insurance Agreement, unless the Securities
Insurer consents thereto. In addition, notwithstanding anything herein to the
contrary, the Indenture Trustee’s rights hereunder to sell the Financed
Student Loans shall be subject to the provisions of Section 10.06 of the Sale
and Servicing Agreement. 


         (b) If the
Indenture Trustee collects any money or property under this Article V following
the occurrence and during the continuation of an Event of Default with respect
to Sections 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) above or following the
acceleration of the Notes pursuant to Section 5.02, it shall pay out the money
or property in the following order:


	 	        FIRST:
sequentially, in the following order: (x) to the Seller, any amounts on
deposit in the Collection Account which consist of Guarantee Payments made by
TERI in excess of the Maximum TERI Payments Amount, and then (y) to the
Indenture Trustee for amounts due under Section 6.07, not to exceed $50,000 per
annum (provided that, if a Securities Insurer Default has occurred and is
continuing or the Securities Insurer is removed pursuant to Section 8A.5, such
$50,000 per annum limitation shall not apply);




	 	        SECOND:
pro rata to the Master Servicer for due and unpaid Master Servicing Fees and to
the Administrator for due and unpaid Administration Fees;




	 	        THIRD:
so long as no Securities Insurer Default has occurred and is continuing, to
Securities Insurer for all Insurer Premiums due and owing under the Insurance
Agreement;




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




	 	        FIFTH:
to the holders of the Class A Notes for amounts due and unpaid on the
Class A Notes for principal, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class A Notes for
principal;




	 	        SIXTH:
sequentially, in the following order, first to the Securities Insurer for
any and all amounts due and owing to the Securities Insurer pursuant to the
Insurance Agreement, and second, to the Indenture Trustee for all amounts due
under Section 6.07, but only to the extent not paid pursuant to priority FIRST
above;




	 	        SEVENTH:
to the holders of the Class A Notes for any unpaid Noteholders' Interest Index
Carryover with respect to the Class A Notes, ratably, without preference or
priority of any kind, according to the amount of Noteholders' Interest Index
Carryover attributable to each such Class A Note;




	 	        EIGHTH:
to the Swap Counterparty, all Termination Payments and other amounts due to the
Swap Counterparty under the Interest Rate Swap, to the extent not paid pursuant
to FOURTH above;




	 	        NINTH:
to the Cap Provider all previously unreimbursed Class A-1 Cap Payments and Class
A-2 Cap Payments; and




	 	        TENTH:
to the Issuer, for distribution to the Certificateholders in accordance with the
terms of the Trust Agreement.





         The Indenture
Trustee may fix a record date and payment date for any payment to the holders of
the Notes pursuant to this Section. At least 15 days before such record date,
the Issuer shall mail to each holder of the Notes, the Securities Insurer and
the Indenture Trustee a notice that states the record date, the payment date and
the amount to be paid.


         (c) If the
Indenture Trustee collects any money or property under this Article V following
the occurrence and during the continuation of an Event of Default, other than
with respect to Events of Default under Sections 5.01(i), 5.01(ii), 5.01(iv) or
5.01(v) above or following the acceleration of the Notes pursuant to Section
5.02, it shall pay out the money or property in the following order:


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




	 	        (ii)
to the Indenture Trustee for amounts due under Section 6.07 of this Indenture,
not to exceed $50,000 per annum (provided that, if a Securities Insurer Default
has occurred and is continuing or the Securities Insurer has been removed
pursuant to Section 8A.5, such $50,000 per annum limitation shall not
apply);




	 	        (iii)
pro rata, from the amount of Available Funds remaining after the application of
clauses (i) and (ii), (x) to the Master Servicer, the Master Servicing Fee due
with respect to the preceding calendar month and all unpaid Master Servicing
Fees from prior months, and (y) to the Administrator, the Administration Fee and
all unpaid Administration Fees from prior Collection Periods;




	 	        (iv)
so long as no Securities Insurer Default has occurred and is continuing, to the
Securities Insurer, from the amount of Available Funds remaining after
application of clauses (i), (ii) and (iii), Insurer Premium and all unpaid
Insurer Premiums from prior Collection Periods;




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




	 	        (vi)
to the Securities Insurer, provided that a Securities Insurer Default has not
occurred and is continuing, reimbursement for all amounts owed pursuant to draws
with respect to any payments of interest under the Securities Guaranty Insurance
Policy, plus interest thereon in accordance with the Insurance
Agreement;




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




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




	 	        (ix)
sequentially, in the following order, first to the Securities Insurer, from the
amount of Available Funds remaining after application of clauses (i) through
(viii), an amount equal to all unreimbursed Insured Payments made on prior
Distribution Dates, together with accrued interest thereon, to the extent not
previously reimbursed above, and all other amounts owed to the Securities
Insurer under the Insurance Agreement, and second, to the Indenture Trustee for
all amounts due under Section 6.07, but only to the extent not paid pursuant to
priority (ii) above;




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




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




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




	 	        (xiii)
to the Eligible Lender Trustee for distribution to the Certificateholder in
accordance with the terms of the Trust Agreement, the amount of Available Funds
remaining after the application of clauses (i) through (xii).





         The Indenture
Trustee may fix a record date and payment date for any payment to the holders of
the Notes pursuant to this Section. At least 15 days before such record date,
the Issuer shall mail to each holder of the Notes, the Securities Insurer, the
Swap Counterparty and the Indenture Trustee a notice that states the record
date, the payment date and the amount to be paid.


         SECTION 5.05.
Optional Preservation of the Financed Student Loans. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, with the consent of the Securities Insurer
or shall at the written direction of the Securities Insurer (in either case,
provided that no Securities Insurer Default has occurred and is continuing)
elect to maintain possession of the Indenture Trust Estate. It is the desire of
the parties hereto, the Securities Insurer, the Swap Counterparty and the
holders of the Notes that there be at all times sufficient funds for the payment
of principal of and interest (including any unpaid Noteholders' Interest Index
Carryover) on the Notes, and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the Indenture
Trust Estate. In determining whether to maintain possession of the Indenture
Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate for such purpose.


         SECTION 5.06.
Limitation of Suits. No holder of the Notes shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless the following conditions listed below are satisfied and, so
long as a Securities Insurer Default has not occurred and is continuing, the
Securities Insurer has consented in writing thereto:


	 	        (i)
such holder of the Notes has previously given written notice to the Indenture
Trustee of a continuing Event of Default;




	 	        (ii)
the holders of not less than 25% of the Outstanding Amount of the Notes in the
aggregate have made written request to the Indenture Trustee to institute such
Proceeding in respect of such Event of Default in its own name as Indenture
Trustee hereunder;




	 	        (iii)
such holder of the Notes have offered to the Indenture Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
complying with such request;




	 	        (iv)
the Indenture Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute such Proceeding; and




	 	        (v)
no direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the holders of a majority of the
Outstanding Amount of the Notes;





it being understood and intended that no one or more holders of
the Notes shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other holders of the Notes or to obtain or to seek to obtain
priority or preference over any other holders of the Notes or to enforce any
right under this Indenture, except in the manner herein provided. 


         In the event
the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders, each representing less than a
majority of the Outstanding Amount of the Notes, the Indenture Trustee in its
sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.


         SECTION 5.07.
Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, any holder of the Notes
shall have the right, which is absolute and unconditional, to receive payment of
the principal of and interest, if any, on such Note on or after the respective
due dates thereof expressed in such Note or in this Indenture (or, in the case
of redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such holder of the Notes.


         SECTION 5.08.
Restoration of Rights and Remedies. If the Indenture Trustee or any
holder of the Notes has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
holder of the Notes, then and in every such case the Issuer, the Indenture
Trustee and the holders of the Notes shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the holders of the Notes shall continue as though no such Proceeding had been
instituted.


         SECTION 5.09.
Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Indenture Trustee or to the holders of the Notes is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


         SECTION 5.10.
Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee, the Securities Insurer or any holder of the Notes to exercise any right
or remedy accruing upon any Default shall impair any such right or remedy or
constitute a waiver of any such Default or an acquiescence therein. Every right
and remedy given by this Article V or by law to the Indenture Trustee, the
Securities Insurer or to the holders of the Notes may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee, the
Securities Insurer or by the holders of the Notes, as the case may
be.


         SECTION 5.11.
Control by Noteholders. The Securities Insurer (so long as no Securities
Insurer Default has occurred and is continuing) or if a Securities Insurer
Default has occurred and is continuing, the holders of a majority of the
Outstanding Amount of the Notes (or, if only one Class is affected thereby, of
such Class) in the aggregate shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that


	 	        (i)
such direction shall not be in conflict with any rule of law or with this
Indenture;




	 	        (ii)
subject to the express terms of Section 5.04, any direction to the Indenture
Trustee to sell or liquidate the Indenture Trust Estate shall be by the holders
of not less than 100% of the Outstanding Amount of the Notes;



	 	        (iii)
if the conditions set forth in Section 5.05 have been satisfied and the
Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such
Section, then any direction to the Indenture Trustee by holders of less than
100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture
Trust Estate shall be of no force and effect; and



	 	        (iv)
the Indenture Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction;





provided, however, that, subject to Section 6.01,
the Indenture Trustee need not take any action that it determines might involve
it in liability or might materially adversely affect the rights of any holders
of the Notes not consenting to such action. 


         SECTION 5.12.
Waiver of Past Defaults. Prior to the declaration of the acceleration of
the Notes as provided in Section 5.02, the Securities Insurer (so long as no
Securities Insurer Default has occurred and is continuing) or the holders of
Notes of not less than a majority of the Outstanding Amount of the Notes with
the consent of the Securities Insurer (so long as no Securities Insurer Default
has occurred and is continuing) may waive any past Default and its consequences
except a Default (a) in payment when due of principal of or interest (including,
subject to the limitations of Sections 2.07(d) and 8.02(c), any Noteholders'
Interest Index Carryover) on any of the Notes or (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of each
holder of the Notes. In the case of any such waiver, the Issuer, the Securities
Insurer, the Indenture Trustee and the holders of the Notes shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.


         Upon any such
waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.


         SECTION 5.13.
Undertaking for Costs. All parties to this Indenture agree, and each
holder of the Notes by such Noteholder's acceptance of any Note shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any holder of the Notes, or group
of holders of the Notes, in each case holding in the aggregate more than 10% of
the Outstanding Amount of the Notes) or (c) any suit instituted by any holder of
the Notes for the enforcement of the payment of principal of or interest
(including any unpaid Noteholders' Interest Index Carryover)) on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).


         SECTION 5.14.
Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead
or in any manner whatsoever, claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Indenture; and the Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Indenture Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


         SECTION 5.15.
Action on Notes. The Indenture Trustee's right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies of
the Indenture Trustee or the holders of the Notes shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Indenture
Trust Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.04(b).


         SECTION 5.16.
Performance and Enforcement of Certain Obligations. (a) Promptly
following a request from the Securities Insurer or the Indenture Trustee to do
so with the consent of the Securities Insurer (so long as no Securities Insurer
Default has occurred nor is continuing) and in each case subject to the rights
of the Securities Insurer hereunder and under the Sale and Servicing Agreement,
and at the Administrator's expense, the Issuer shall take all such lawful action
as the Indenture Trustee or Securities Insurer, as applicable, may request to
compel or secure the performance and observance by the Seller, the Swap
Counterparty, the Administrator and the Master Servicer, as applicable, of each
of their obligations to the Issuer under or in connection with the Sale and
Servicing Agreement (and with respect to the Administrator only, the
Administration Agreement, with respect to the Swap Counterparty only, under the
Interest Rate Swap, and with respect to the Cap Provider only, under the Cap
Agreement) in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement (and the Administration
Agreement, the Interest Rate Swap or the Cap Agreement, as applicable) to the
extent and in the manner directed by the Indenture Trustee or the Securities
Insurer, as applicable, including the transmission of notices of default on the
part of the Seller, the Swap Counterparty, the Administrator or the Master
Servicer thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller, the Swap
Counterparty, the Administrator or the Master Servicer of each of their
obligations under the Sale and Servicing Agreement (and the Administration
Agreement, the Interest Rate Swap or the Cap Agreement, as
applicable).


         (b) If an Event
of Default has occurred and is continuing, the Indenture Trustee shall at the
direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Securities Insurer (or if a Securities
Insurer Default shall have occurred and is continuing, the holders of 66-2/3% of
the Outstanding Amount of the Notes) exercise all rights, remedies, powers,
privileges and claims of the Issuer against the Seller, the Administrator, the
Master Servicer, the Swap Counterparty or Cap Provider under or in connection
with the Sale and Servicing Agreement (and the Administration Agreement,
Interest Rate Swap and Cap Agreement, as applicable), including the right or
power to take any action to compel or secure performance or observance by the
Seller, the Administrator, the Master Servicer, the Swap Counterparty and the
Cap Provider of each of their obligations to the Issuer thereunder and to give
any consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement (and the Administration Agreement, the Interest
Rate Swap and the Cap Agreement) and any right of the Issuer to take such action
shall be suspended.



ARTICLE VI



The Indenture Trustee


         SECTION 6.01.
Duties of Indenture Trustee. (a) If an Event of Default has occurred and
is continuing, the Indenture Trustee shall exercise the rights and powers vested
in it by this Indenture and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.


         (b) Except
during the continuance of an Event of Default:


	 	        (i)
the Indenture Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and the Sale and Servicing
Agreement, and no implied covenants or obligations shall be read into this
Indenture against the Indenture Trustee; and




	 	        (ii)
in the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to a Responsible
Officer of the Indenture Trustee and conforming to the requirements of this
Indenture; provided, however, that the Indenture Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.





         (c) The
Indenture Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:


	 	        (i)
this paragraph does not limit the effect of paragraph (b) of this
Section;




	 	        (ii)
the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee
was negligent in ascertaining the pertinent facts; and




	 	        (iii)
the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11.





         (d) Every
provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b), (c) and (g) of this Section 6.01.


         (e) The
Indenture Trustee shall not be liable for interest on any money received by it
except as the Indenture Trustee may agree in writing with the Issuer.


         (f) Money held
in trust by the Indenture Trustee need not be segregated from other funds except
to the extent required by law or the terms of this Indenture or the Sale and
Servicing Agreement.


         (g) No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayments of such funds or
adequate indemnity satisfactory to it against any loss, liability or expense is
not reasonably assured to it.


         (h) Except as
expressly provided in the Basic Documents, the Indenture 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.


         (i) In the
event that the Indenture Trustee is the Paying Agent or the Note Registrar, the
rights and protections afforded to the Indenture Trustee pursuant to this
Indenture shall also be afforded to the Indenture Trustee in its capacity as
Paying Agent or Note Registrar.


         (j) Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee shall be subject to the
provisions of this Section 6.01.


         (k)
Notwithstanding any other provision in this Indenture or the other Basic
Documents, nothing in this Indenture or the other Basic Documents shall be
construed to limit the legal responsibility of 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
Indenture Trustee pursuant to, or to otherwise comply with its obligations
under, the Higher Education Act or implementing regulations, it being expressly
understood that the Indenture Trustee has no obligation or duty pursuant to this
Section except in the event of Foreclosure or pursuant to Section 8.02 of the
Sale and Servicing Agreement as a successor Master Servicer.


         SECTION 6.02.
Rights of Indenture Trustee. (a) The Indenture Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper Person. The Indenture Trustee need not investigate any fact or matter
stated in such document.


         (b) Before the
Indenture Trustee acts or refrains from acting, it may require an Officers'
Certificate of the Issuer or an Opinion of Counsel. The Indenture Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such Officers' Certificate or Opinion of Counsel.


         (c) The
Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a
custodian or nominee, and the Indenture Trustee shall not be responsible for any
misconduct or negligence on the part of, or for the supervision of, any such
agent, attorney, custodian or nominee appointed with due care by it
hereunder.


         (d) The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers;
provided, however, that the Indenture Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.


         (e) The
Indenture Trustee may consult with counsel, and the advice or opinion of counsel
with respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.


         (f) In the
event that the Person acting as Indenture Trustee is also acting as securities
intermediary all the rights, powers, immunities and indemnities afforded to the
Indenture Trustee under the Basic Documents shall also be afforded to the
securities intermediary.


         SECTION 6.03.
Individual Rights of Indenture Trustee. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Indenture Trustee must comply with Sections 6.11 and 6.12.


         SECTION 6.04.
Indenture Trustee's Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Issuer's use of
the proceeds from the Notes, and it shall not be responsible for any statement
of the Issuer in the Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Indenture Trustee's certificate
of authentication.


         SECTION 6.05.
Notice of Defaults. If a Default occurs and is continuing and if it is
either actually known or written notice of the existence thereof has been
delivered to a Responsible Officer of the Indenture Trustee, the Indenture
Trustee shall immediately notify the Securities Insurer of the Default and shall
mail to each holder of the Notes, the Securities Insurer and the Swap
Counterparty notice of the Default within 90 days after it occurs. Except in the
case of a Default in payment of principal of or interest (including any
Noteholders' Interest Index Carryover) on any Note (including payments pursuant
to the mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice to the holders of the Notes if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of holders of the Notes.


         SECTION 6.06.
Reports by Indenture Trustee to Noteholders. The Indenture Trustee shall
deliver to each holder of the Notes (and to each Person who was a holder of the
Notes at any time during the applicable calendar year) such information as may
be required to enable such holder to prepare its Federal and state income tax
returns. Within 60 days after each December 31 beginning with the December 31
following the date of this Indenture, the Indenture Trustee shall mail to each
holder of the Notes a brief report as of such December 31 that complies with
TIAss.313(a) if required by said section. The Indenture Trustee shall also
comply with TIAss. 313(b). A copy of each such report required pursuant to
TIAss.ss.313(a) or (b) shall, at the time of such transmission to holders of the
Notes, be filed by the Indenture Trustee with the Commission and with each
securities exchange, if any, upon which the Notes are listed, provided that the
Issuer has previously notified the Indenture Trustee of such listing.


         SECTION 6.07.
Compensation and Indemnity. The Issuer, pursuant to Section 3 of the
Administration Agreement, shall cause the Administrator to pay to the Indenture
Trustee reasonable compensation for its services in accordance with a separate
agreement between the Administrator and the Indenture Trustee and shall cause
the Administrator to reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it as provided in such separate
agreement. The Indenture Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Issuer shall cause the
Administrator to indemnify the Indenture Trustee against any and all loss,
liability or expense (including attorneys' fees and expenses) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder and under the other Basic Documents. The Indenture Trustee
shall notify the Issuer and the Administrator promptly of any claim for which it
may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and
the Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder and under the other Basic Documents. The Issuer shall
cause the Administrator to defend the claim and the Administrator shall not be
liable for the legal fees and expenses of the Indenture Trustee after it has
assumed such defense; provided, however, that, in the event that
there may be a conflict between the positions of the Indenture Trustee and the
Administrator in conducting the defense of such claim, the Indenture Trustee
shall be entitled to separate counsel the fees and expenses of which shall be
paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.


         The Issuer's
payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture or the earlier resignation or removal of
the Indenture Trustee. When the Indenture Trustee incurs expenses after the
occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under
Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or similar law.


         SECTION 6.08.
Replacement of Indenture Trustee. No resignation or removal of the
Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any
time by so notifying the Issuer, the Securities Insurer and the Swap
Counterparty. The Securities Insurer (provided that no Securities Insurer
Default has occurred and is continuing), or the holders of Notes of a majority
in Outstanding Amount of the Notes, with the consent of the Securities Insurer
(provided that no Securities Insurer Default has occurred and is continuing),
may remove the Indenture Trustee by so notifying the Indenture Trustee and may
appoint a successor Indenture Trustee. The Issuer shall remove the Indenture
Trustee if:


	 	        (i)
the Indenture Trustee fails to comply with Section 6.11;




	 	        (ii)
an Insolvency Event occurs with respect to the Indenture Trustee;




	 	        (iii)
a receiver or other public officer takes charge of the Indenture Trustee or its
property; or




	 	        (iv)
the Indenture Trustee otherwise becomes incapable of acting.





         If the
Indenture Trustee resigns or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being
referred to herein as the retiring Indenture Trustee), the Issuer shall promptly
appoint a successor Indenture Trustee, with the consent of the Securities
Insurer which consent shall not be unreasonably withheld.


         A successor
Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee, the Securities Insurer, the Swap Counterparty and
the Issuer. Thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its succession to the
holders of the Notes. The retiring Indenture Trustee shall promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee upon
payment of all monies due and owing to the retiring Indenture
Trustee.


         If a successor
Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the
Issuer, the Securities Insurer or the holders of a majority in Outstanding
Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.


         If the
Indenture Trustee fails to comply with Section 6.11, any holder of the Notes may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


         Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section, the Issuer's
and the Administrator's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.


         SECTION 6.09.
Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Indenture Trustee; provided that such
corporation or banking association shall be otherwise qualified and eligible
under Section 6.11. The Indenture Trustee shall provide the Rating Agencies, the
Swap Counterparty and the Securities Insurer prior written notice of any such
transaction.


         In case at the
time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of
the Notes shall have been authenticated but not delivered, any such successor to
the Indenture Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Indenture Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Indenture Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Notes or in this Indenture provided that the certificate of the
Indenture Trustee shall have.


         SECTION 6.10.
Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any
other provisions of this Indenture, at any time, for the purpose of meeting any
legal requirement of any jurisdiction in which any part of the Indenture Trust
Estate may at the time be located, the Indenture Trustee shall have the power
and may execute and deliver all instruments to appoint one or more Persons to
act as a co-trustee or co-trustees, or separate trustee or separate trustees, of
all or any part of the Indenture Trust Estate, and to vest in such Person or
Persons, in such capacity and for the benefit of the holders of the Notes, such
title to the Indenture Trust Estate, or any part hereof, and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to holders
of the Notes of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 hereof.


         (b) Every
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
Indenture Trustee shall be conferred or imposed upon and exercised or performed
by the Indenture 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 Indenture 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 Indenture 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 Indenture Trust
Estate or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Indenture Trustee;




	 	        (ii)
no trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder; and




	 	        (iii)
the Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.





         (c) Any notice,
request or other writing given to the Indenture 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 Indenture and the conditions of this Article VI.
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 Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.


         (d) Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee,
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 Indenture 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 Indenture
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.


         SECTION 6.11.
Eligibility; Disqualification. The Indenture Trustee shall at all times
satisfy the requirements of TIAss.310(a). The Indenture Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and it shall have a long term debt
rating of Baa3 or better by Moody's. The Indenture Trustee shall comply with
TIAss.310(b), including the optional provision permitted by the second sentence
of TIAss. 310(b)(9); provided, however, that there shall be
excluded from the operation of TIAss.310(b)(1) any indenture or indentures under
which other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in TIAss. 310(b)(1) are met.


         SECTION 6.12.
Preferential Collection of Claims Against Issuer. The Indenture Trustee
shall comply with TIAss. 311(a), excluding any creditor relationship listed in
TIAss. 311(b). An Indenture Trustee who has resigned or been removed shall be
subject to TIAss. 311(a) to the extent indicated.


         SECTION 6.13.
Set-Off Rights. So long as no Securities Insurer Default has occurred and
is continuing nor has the Securities Insurer been removed pursuant to Section
8A.5, the Indenture Trustee shall not have, and hereby waives, any and all
rights of set-off against the Trust Accounts or any investments
thereof.



ARTICLE VII



Noteholders’ Lists and Reports


         SECTION 7.01.
Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee (a)
not more than five days after the earlier of (i) each Record Date and (ii) three
months after the last Record Date, a list, in such form as the Indenture Trustee
may reasonably require, of the names and addresses of the holders of the Notes
as of such Record Date, (b) at such other times as the Indenture Trustee may
request in writing, within 30 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than 10 days
prior to the time such list is furnished; provided, however, that
so long as the Indenture Trustee is the Note Registrar, no such list shall be
required to be furnished.


         SECTION 7.02.
Preservation of Information; Communications to Noteholders. (a) The Indenture
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the holders of the Notes contained in the most recent
list furnished to the Indenture Trustee as provided in Section 7.01 and the
names and addresses of the holders of the Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new list
so furnished.


         (b) Holders of
the Notes may communicate pursuant to TIAss. 312(b) with other holders of the
Notes with respect to their rights under this Indenture or under the Notes. Upon
receipt by the Indenture Trustee of any request by a holder of the Notes to
receive a copy of the current list of holders of the Notes (whether or not made
pursuant to TIAss.312(b)), the Indenture Trustee shall promptly notify the
Administrator thereof by providing to the Administrator a copy of such request
and a copy of the list of holders of the Notes produced in response
thereto.


         (c) The Issuer,
the Indenture Trustee and the Note Registrar shall have the protection of TIA
ss.312(c).


         (d) The
Indenture Trustee shall furnish to the holders of the Notes 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 Indenture Trustee under the Basic
Documents.


         SECTION 7.03.
Reports by Issuer. (a) The Issuer shall:


	 	        (i)
file with the Indenture Trustee, within 15 days after the Issuer is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Issuer may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act;




	 	        (ii)
file with the Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional
information, documents and reports with respect to compliance by the Issuer with
the conditions and covenants of this Indenture as may be required from time to
time by such rules and regulations; and




	 	        (iii)
supply to the Indenture Trustee (and the Indenture Trustee shall transmit by
mail to all holders of the Notes described in TIAss. 313(c)) such summaries of
any information, documents and reports required to be filed by the Issuer
pursuant to clauses (i) and (ii) of this Section 7.03(a) as may be required by
rules and regulations prescribed from time to time by the
Commission.





         (b) Unless the
Issuer otherwise determines, the fiscal year of the Issuer shall end on December
31 of each year.



ARTICLE VIII



Accounts, Disbursements and Releases


         SECTION 8.01.
Collection of Money. Except as otherwise expressly provided herein, the
Indenture Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by the
Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply
all such money received by it on behalf of the holders of the Notes pursuant to
the Sale and Servicing Agreement as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Indenture Trust Estate, the Indenture Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default under this Indenture and any
right to proceed thereafter as provided in Article V.


         SECTION 8.02.
Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall
cause the Administrator to establish and maintain, in the name of the Indenture
Trustee, for the benefit of the holders of the Notes, the Trust Accounts as
provided in Section 5.01 of the Sale and Servicing Agreement.


         (b) On or
before the Business Day preceding each Distribution Date, all Available Funds
with respect to the preceding Collection Period will be transferred from the
Demand Deposit Account to the Collection Account (except with respect to all Net
Receipts, which shall be deposited into the Collection Account on the date
received) as provided in Section 5.02 of the Sale and Servicing Agreement. The
Indenture Trustee shall also remit to the Collection Account all Insured
Payments delivered to the Indenture Trustee pursuant to a Securities Guaranty
Insurance Policy Notice on the date of receipt thereof from the Securities
Insurer. On or before each Distribution Date, (i) the Noteholders' Distribution
Amount, (ii) any Noteholders' Interest Index Carryover, and (iii) any Insured
Payments with respect to the preceding Collection Period will be distributed
from the Collection Account and any other Trust Account to the Indenture Trustee
(or any other Paying Agent) on behalf of the holders of the Notes as provided in
Sections 5.04, 5.05, 5.06 and 5.08 of the Sale and Servicing
Agreement.


         (c) On each
Distribution Date and Redemption Date, the Indenture Trustee (or any other
Paying Agent) shall distribute all amounts received by it on behalf of the
holders of the Notes pursuant to paragraph (b) above to the holders of the Notes
to the extent of amounts due and unpaid on the Notes for principal, interest and
any Noteholders' Interest Index Carryover in the following amounts and in the
following order of priority (except as otherwise provided in Sections 5.04(b)
and 5.04(c) and 8.02(d)):


	 	        (i)
the Noteholders' Interest Distribution Amount with respect to the Class A-1 and
Class A-2 Notes, to the holders of the Class A-1 Notes and the holders of the
Class A-2 Notes in an amount equal to the accrued and unpaid interest on the
Notes; provided that if there are not sufficient funds received to pay the
entire amount of accrued and unpaid interest then due on such Notes, the amounts
so received shall be applied to the payment of such interest on the Notes on a
pro rata basis;




	 	        (ii)
the applicable Noteholders' Principal Distribution Amount, to the holders of the
Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced
to zero, and then to the holders of the Class A-2 Notes until the Outstanding
Amount of the Class A-2 Notes is reduced to zero; and




	 	        (iii)
the applicable Noteholders' Interest Index Carryover with respect to the Class A
Notes, if any, to the holders of the Class A-1 Notes and the holders of the
Class A-2 Notes; provided that if insufficient funds are received to pay the
entire Noteholders' Interest Index Carryover with respect to the Class A Notes
then outstanding, the amounts so received shall be applied to the payment of
such Noteholders' Interest Index Carryover on a pro rata basis.





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


         SECTION 8.03.
General Provisions Regarding Accounts. (a) So long as no Default shall
have occurred and be continuing, all or a portion of the funds in the Trust
Accounts shall be invested in Eligible Investments and reinvested by the
Indenture Trustee upon Issuer Order, subject to the provisions of Section
5.01(b) of the Sale and Servicing Agreement; provided, however, that any Insured
Payments received by the Indenture Trustee shall be held uninvested. All income
or other gain from investments of moneys deposited in the Trust Accounts shall
be deposited by the Indenture Trustee in the Collection Account, and any loss
resulting from such investments shall be charged to such Trust Account. The
Issuer will not direct the Indenture Trustee to make any investment of any funds
or to sell any investment held in any of the Trust Accounts unless the security
interest granted and perfected in such account will continue to be perfected in
such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee, the Securities
Insurer and the Swap Counterparty an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


         (b) Subject to
Section 6.01(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any of the Trust Accounts resulting from any loss
on any Eligible Investment included therein except for losses attributable to
the Indenture Trustee's failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as trustee, in accordance with their terms.


         (c) If (i) the
Issuer shall have failed to give investment directions for any funds on deposit
in the Trust Accounts to the Indenture Trustee by 10:00 a.m. Eastern Time (or
such other time as may be agreed by the Issuer and Indenture Trustee) on any
Business Day; or (ii) a Default shall have occurred and be continuing with
respect to the Notes but the Notes shall not have been declared due and payable
pursuant to Section 5.02, or, if such Notes shall have been declared due and
payable following an Event of Default, amounts collected or receivable from the
Indenture Trust Estate are being applied in accordance with Section 5.04 as if
there had not been such a declaration; then the Indenture Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Trust Accounts in
one or more Eligible Investments.


         SECTION 8.04.
Release of Indenture Trust Estate. (a) Subject to the payment of its fees
and expenses pursuant to Section 6.07, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
shall be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.


         (b) The
Indenture Trustee shall, at such time as there are no Notes Outstanding, all
sums due the Indenture Trustee pursuant to Section 6.07 have been paid and no
amounts are due and owing to the Securities Insurer or the Swap Counterparty,
release any remaining portion of the Indenture Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Trust Accounts. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.04(b) only upon receipt of an Issuer Request
accompanied by an Officers' Certificate of the Issuer, an Opinion of Counsel and
(if required by TIA) Independent Certificates in accordance with TIAss.ss.
314(c) and 314(d)(1) and meeting the applicable requirements of Section
11.01.


         (c) Each holder
of the Notes, by the acceptance of a Note, acknowledges that from time to time
during the Funding Period the Indenture Trustee shall release the lien of this
Indenture on those Financed Federal Loans to be sold to the Seller and as to
which the Seller will simultaneously deposit the aggregate Purchase Amounts
thereof into the Escrow Account in accordance with, and subject to the terms and
conditions of, Section 2.03 of the Sale and Servicing Agreement, and each holder
of the Notes consents to such release.


        SECTION 8.05.
Opinion of Counsel. The Indenture Trustee shall receive at least seven
days' notice when requested by the Issuer to take any action pursuant to Section
8.04(a), accompanied by copies of any instruments involved, and the Indenture
Trustee shall also require, except in connection with any action contemplated by
Section 8.04(c), as a condition to such action, an Opinion of Counsel, in form
and substance satisfactory to the Indenture Trustee, stating the legal effect of
any such action, outlining the steps required to complete the same, and
concluding that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the holders of the Notes, the Securities
Insurer or the Swap Counterparty in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall
not be required to express an opinion as to the fair value of the Indenture
Trust Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


         SECTION 8.06.
Demands under the Securities Guaranty Insurance Policy. (a) In the event
that the Servicer's Report with respect to any Determination Date shall state
that (x) Available Funds (after giving effect to all required distributions to
be made pursuant to either Section 5.05(c)(i) through (c)(v) of the Sale and
Servicing Agreement, or Sections 5.04(b) FIRST through FOURTH or 5.04(c)(i)
through (v) of this Indenture, as applicable), plus all amounts permitted to be
transferred from the Reserve Account and the Other Additional Pre-Funding
Subaccount, pursuant to Sections 5.06(b) and 5.08(d) of the Sale and Servicing
Agreement, respectively, on any Distribution Date, are insufficient to provide
for the Noteholders' Interest Distribution Amount for the Class A Notes for such
Distribution Date (the amount of such insufficiency, the "Interest Deficiency
Amount"), (y) on the Final Maturity Dates for the Class A-1 Notes and the Class
A-2 Notes, respectively, Available Funds (after giving effect to all required
distributions to be made pursuant to either Section 5.05(c)(i) through (c)(viii)
of the Sale and Servicing Agreement, or Sections 5.04(b) FIRST through FIFTH or
5.04(c)(i) through (viii) of this Indenture, as applicable), plus all amounts
permitted to be transferred from the Reserve Account pursuant to Section 5.06(b)
of the Sale and Servicing Agreement, are insufficient to reduce the principal
balance of the Class A-1 Notes or the Class A-2 Notes, as applicable, to zero on
such Final Maturity Date (the amount of such insufficiency, the "Principal
Deficiency Amount"), or (z) any Class A Noteholders have been required by a
court to return a Preference Amount previously distributed to such Class A
Noteholders, then after receipt of such Servicer's Report, the Indenture Trustee
shall promptly (and in any event not later than 12:00 p.m. on the third Business
Day prior to the Distribution Date) deliver a completed Securities Guaranty
Insurance Policy Notice to the Securities Insurer requesting payment in an
amount equal to the Insured Payment for such Distribution Date. The
Administrator shall instruct the Indenture Trustee to distribute, and the
Indenture Trustee shall distribute, to the Class A Noteholders any Insured
Payment deposited into the Collection Account (x) to the holders of the Class
A-1 and Class A-2 Notes, pro rata (based on the Noteholders' Interest
Distribution Amount for each such Class and such Distribution Date), the
Interest Deficiency Amount, (y) on the Final Maturity Date for the Class A-1
Notes or the Class A-2 Notes, as applicable, the related Principal Deficiency
Amount, and (z) the amount of any Preference Amounts.



ARTICLE VIII-A



The Securities Guaranty Insurance Policy


         SECTION 8A.1.
Claims Under the Securities Guaranty Insurance Policy. (a) In the event
that the Insured Payments for the related Distribution Date are greater than
zero, the Indenture Trustee shall furnish to the Securities Insurer (with a copy
to the Master Servicer) a completed Securities Guaranty Insurance Policy Notice,
in the form provided and in accordance with the terms of the Securities Guaranty
Insurance Policy, in the amount of the related Insured Payments. Amounts paid by
the Securities Insurer under the Securities Guaranty Insurance Policy shall be
deposited by the Indenture Trustee into the Collection Account for payment to
related Noteholders on the related Distribution Date (or promptly following
payment on a later date as set forth in the Securities Guaranty Insurance
Policy).


         (b) Any notice
delivered by the Indenture Trustee to the Securities Insurer pursuant to
subsection 8A.1(a) shall specify the Interest Deficiency Amount, the Principal
Deficiency Amount and the Insured Payment claimed under the Securities Guaranty
Insurance Policy. Any payment made by the Securities Insurer under the
Securities Guaranty Insurance Policy shall be applied solely to the payment of
the related Noteholders' Interest Distribution Amount to the extent of any
Interest Deficiency Amount, or on the Final Maturity Date with respect to each
Class of Notes, the related Noteholders' Principal Distribution Amount to the
extent of any Principal Deficiency Amount, or in repayment of a required to be
returned Preference Amount, and for no other purpose. The Indenture Trustee
shall return to the Securities Insurer any portion of proceeds received under
the Securities Guaranty Insurance Policy not applied as an Insured
Payment.


         (c) The
Indenture Trustee shall (i) receive, as attorney-in-fact of each Noteholder, any
Insured Payment from the Securities Insurer and (ii) deposit the same in the
Collection Account for disbursement to the related Noteholders as set forth in
Section 5.05(d) of the Sale and Servicing Agreement, and Section 8.02(d) of this
Indenture. Any Insured Payment disbursed by the Indenture Trustee from claims
made under the Securities Guaranty Insurance Policy shall not be considered
payment by the Issuer with respect to such Notes, and shall not discharge the
obligations of the Issuer with respect thereto. The Securities Insurer shall, to
the extent it makes any payment with respect to the Notes, become subrogated to
the rights of the recipients of such payments to the extent of such payments.
Subject to and conditioned upon any payment with respect to the Notes by or on
behalf of the Securities Insurer under the Securities Guaranty Insurance Policy,
the Indenture Trustee shall assign to the Securities Insurer all rights to the
payment of interest or principal with respect to the Notes which are then due
for payment to the extent of all payments made by the Securities Insurer and the
Securities Insurer may exercise any option, vote, right, power or the like with
respect to the Class A Notes, to the extent that it has made a payment of
principal with respect thereto pursuant to the Securities Guaranty Insurance
Policy. To evidence such subrogation, the Note Registrar shall note the
Securities Insurer's rights as subrogee upon the register of Noteholders upon
receipt from the Securities Insurer of proof of payment by the Securities
Insurer of any Interest Deficiency Amount or on or after the Final Maturity Date
for the Class A-1 Notes or Class A-2 Notes, as applicable, any Principal
Deficiency Amount.


         (d) The
Indenture Trustee shall be entitled to enforce on behalf of the Noteholders the
obligations of the Securities Insurer under the Securities Guaranty Insurance
Policy. Notwithstanding any other provision of this Indenture, the Noteholders
are not entitled to make a claim directly under either of the Securities
Guaranty Insurance Policy or institute proceedings directly against the
Securities Insurer.


         SECTION 8A.2.
[Reserved].


         SECTION 8A.3.
Surrender of the Securities Guaranty Insurance Policy. The Indenture
Trustee shall surrender the Securities Guaranty Insurance Policy to the
Securities Insurer for cancellation upon the expiration of such Securities
Guaranty Insurance Policy in accordance with the terms thereof or in the event
such policy is replaced pursuant to Section 8A.5.


         SECTION 8A.4.
Rights of the Securities Insurer. Each Noteholder by purchase of its
Class of Notes held by it acknowledges that the Indenture Trustee on behalf of
the Trust, as partial consideration of the issuance of the Securities Guaranty
Insurance Policy, has agreed that the Securities Insurer shall have certain
rights hereunder for so long as no Securities Insurer Default shall have
occurred and is continuing. Notwithstanding anything to the contrary contained
herein, but subject to the last sentence of this Section 8A.4, so long as a
Securities Insurer Default has occurred and is continuing, any provision giving
the Securities Insurer the right to direct, appoint or consent to, approve of,
or take any action under this Indenture or any of the Basic Documents,
irrespective of whether such rights have been either granted directly to the
Securities Insurer or exercised on behalf of the Noteholders, shall be
inoperative during the period of such Securities Insurer Default and such right
shall instead vest in the Indenture Trustee acting at the written direction of
Noteholders. The Securities Insurer may disclaim any of its rights and powers
under this Indenture (but not its duties and obligations under the Securities
Guaranty Insurance Policy or the Insurance Agreement) upon delivery of a written
notice to the Indenture Trustee. The Securities Insurer may give or withhold any
consent hereunder in its reasonable discretion. In the event that the
Administrator substitutes one or more new guaranty insurance policies for the
Securities Guaranty Insurance Policy pursuant to Section 8A.5, the new
securities insurer shall have all of the rights to direct, appoint or consent
to, approve of, or take any action under this Indenture vested in the Securities
Insurer immediately prior to the occurrence of a Rating Agency Downgrade as set
forth in Section 8A.5.


         SECTION 8A.5.
Replacement Securities Guaranty Insurance Policy. In the event of a
Rating Agency Downgrade, the Administrator shall be permitted, but shall not be
obligated, to substitute one or more new guaranty insurance policies for the
Securities Guaranty Insurance Policy or may arrange for any other form of credit
enhancement in substitution for the Securities Guaranty Insurance Policy;
provided, however, that, in each case, such new securities insurer
shall have the highest rating available from each Rating Agency and provided
further that the Securities Insurer is reimbursed for all amounts due under this
Indenture and the Insurance Agreement. It shall be a condition to substitution
of any such new guaranty insurance policy or other form of credit enhancement
that there be delivered to the Indenture Trustee (i) an Officer's Certificate by
the Administrator stating that the conditions to such substitution set forth in
this Section 8A.5 (other than in clause (ii)) have been satisfied and (ii) a
legal opinion, acceptable in form to the Indenture Trustee, from counsel to the
provider of such guaranty insurance policy or other form of credit enhancement
with respect to the enforceability thereof and such other matters as the
Indenture Trustee may require. Upon receipt of written notice of any such
substitution from the Administrator and the taking of physical possession of the
replacement guaranty insurance policy or other form of credit enhancement, the
Indenture Trustee shall, within five (5) Business Days following receipt of such
notice and such taking of physical possession, deliver the Securities Guaranty
Insurance Policy marked "Cancelled" to the Securities Insurer, and the
Securities Insurer will have no further liability under the Securities Guaranty
Insurance Policy.



ARTICLE IX



Supplemental Indentures


         SECTION 9.01.
Supplemental Indentures Without Consent of Noteholders. (a) Without the
consent of the Swap Counterparty or any holders of the Notes but with prior
notice to the Rating Agencies, and the Swap Counterparty, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, at any time and from time
to time, may enter into one or more indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as in force at the date of
the execution thereof), but with the consent of the Securities Insurer (not to
be unreasonably withheld), in form satisfactory to the Indenture Trustee, for
any of the following purposes:


	 	        (i)
to correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional
property;




	 	        (ii)
to evidence the succession, in compliance with the applicable provisions hereof,
of another person to the Issuer, and the assumption by any such successor of the
covenants of the Issuer herein and in the Notes contained;




	 	        (iii)
to add to the covenants of the Issuer, for the benefit of the holders of the
Notes, or to surrender any right or power herein conferred upon the
Issuer;




	 	        (iv)
to convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;




	 	        (v)
to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein
or in any supplemental indenture or to make any other provisions with respect to
matters or questions arising under this Indenture or in any supplemental
indenture; provided that such action shall not materially adversely affect the
interests of the holders of the Notes, the Securities Insurer or the Swap
Counterparty;




	 	        (vi)
to evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to the
requirements of Article VI; or




	 	        (vii)
to modify, eliminate or add to the provisions of this Indenture to such extent
as shall be necessary to effect the qualification of this Indenture under the
TIA or under any similar Federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the
TIA;





         The Indenture
Trustee is hereby authorized to join in the execution of any such supplemental
indenture and to make any further appropriate agreements and stipulations that
may be therein contained.


         (b) The Issuer
and the Indenture Trustee, with the consent of the Securities Insurer (not to be
unreasonably withheld), when authorized by an Issuer Order, may, also without
the consent of the Swap Counterparty or any of the holders of the Notes but with
prior notice to the Swap Counterparty and the Rating Agencies, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the holders of
the Notes under this Indenture; 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 the Notes, the Securities
Insurer or the Swap Counterparty.


         SECTION 9.02.
Supplemental Indentures with Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies, and with the consent of the Securities Insurer
(so long as no Securities Insurer Default has occurred and is continuing), and
with the consent of the holders of Notes of not less than a majority of the
Outstanding Amount of the Notes to enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holder of each Outstanding Note affected
thereby:


	 	        (i)
change the date of payment of any installment of principal of or interest
(including any unpaid Noteholders' Interest Index Carryover) on any Note, or
reduce the principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto, change the provisions of this Indenture relating to
the application of payments received from the Cap Provider with respect to the
Cap Agreement, collections on, or the proceeds of the sale of, the Indenture
Trust Estate to payment of principal of or interest (including any unpaid
Noteholders' Interest Index Carryover) on the Notes, or change any place of
payment where, or the coin or currency in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes on or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);




	 	        (ii)
reduce the percentage of the Outstanding Amount of the Notes, the consent of the
holders of the Notes of which is required for any such supplemental indenture,
or the consent of the holders of the Notes of which is required for any waiver
of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;




	 	        (iii)
modify or alter the provisions of the proviso to the definition of the term
"Outstanding";




	 	        (iv)
reduce the percentage of the Outstanding Amount of the Notes required to direct
the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture
Trust Estate pursuant to Section 5.04;




	 	        (v)
modify any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or the
other Basic Documents cannot be modified or waived without the consent of the
holder of each Outstanding Note affected thereby;




	 	        (vi)
modify any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest (including any Noteholders'
Interest Index Carryover) or principal due on any Note on any Distribution Date
(including the calculation of any of the individual components of such
calculation) or to affect the rights of the holders of the Notes to the benefit
of any provisions for the mandatory redemption of the Notes contained herein;
or




	 	        (vii)
permit the creation of any lien ranking prior to or on a parity with the lien of
this Indenture with respect to any part of the Indenture Trust Estate or, except
as otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any holder of
any Note of the security provided by the lien of this Indenture.





Notwithstanding anything to the contrary contained in this
Indenture, such rights of consent granted to the holders of the Notes contained
in clauses (i) through (vii) of this proviso shall not be exercisable by the
Securities Insurer on behalf of the holders of the Notes. 


         It shall not be
necessary for any Act of holders of the Notes under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


         Promptly after
the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the
Securities Insurer, the Swap Counterparty and to the holders of the Notes to
which such amendment or supplemental indenture relates a notice prepared by the
Issuer setting forth in general terms the substance of such supplemental
indenture. Any failure of the Indenture Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.


         SECTION 9.03.
Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this
Article IX or the modifications thereby of the trusts created by this Indenture,
the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01
and 6.02, shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.


         SECTION 9.04.
Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith with respect to the
Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer and the holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


         SECTION 9.05.
Conformity with Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article IX shall
conform to the requirements of the Trust Indenture Act as then in effect so long
as this Indenture shall then be qualified under the Trust Indenture
Act.


         SECTION 9.06.
Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article IX may, and if required by the Indenture Trustee shall, bear a notation
in form approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture. If the Issuer or the Indenture Trustee shall so
determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.



ARTICLE X



Redemption of Notes


         SECTION 10.01.
Redemption. (a) (i) In the event that on the Special Determination Date
the Subsequent Pool Pre-Funded Amount, after giving effect to the purchase of
any Subsequent Pool Student Loans on such date is greater than $10,000,000, each
Class of Notes will be redeemed in part, on a pro rata basis based upon the
initial principal amount of each such Class, in an aggregate principal amount
equal to the Noteholders' Percentage of such Subsequent Pool Pre-Funded Amount
on the Special Redemption Date. In the event that on the Special Determination
Date the Subsequent Pool Pre-Funded Amount, after giving effect to the purchase
of any Subsequent Pool Student Loans on such date, is greater than zero but less
than or equal to $10,000,000, the Class A-1 Notes will be redeemed in an amount
equal to such Subsequent Pool Pre-Funded Amount.


         (ii) In the
event that on the Distribution Date on which the Funding Period ends (or on the
Distribution Date immediately following the last day of the Funding Period, if
the Funding Period does not end on a Distribution Date) any amount remains on
deposit in the Pre-Funding Account after giving effect to the making of all
Additional Fundings during the Funding Period, including any such Additional
Fundings on such Redemption Date, the Class A-1 Notes will be redeemed until the
principal amount thereof is reduced to zero, and then the Class A-2 Notes will
be redeemed in part to the extent of any remaining funds until the principal
amount thereof is reduced to zero, in each case on a pro rata basis within each
Class, in an aggregate principal amount equal to the amount then on deposit in
the Pre-Funding Account.


         (b) In the
event that the assets of the Trust are sold pursuant to Section 9.01 of the Sale
and Servicing Agreement, that portion of the amounts on deposit in the Trust
Accounts to be distributed to the holders of the Notes shall be paid to the
holders of the Notes up to the Outstanding Amount of the Notes and all accrued
and unpaid interest thereon and any accrued and unpaid Noteholders' Interest
Index Carryover with respect thereto (but only to the extent provided by
Sections 2.07(d) and 8.02(c)). If amounts are to be paid to holders of the Notes
pursuant to this Section 10.01(b), the Master Servicer, the Administrator or the
Issuer shall, to the extent practicable, furnish notice of such event to the
Indenture Trustee not later than 25 days prior to the Redemption Date whereupon
all such amounts shall be payable on the Redemption Date.


         SECTION 10.02.
Form of Redemption Notice. Notice of redemption under Section 10.01 shall
be given by the Indenture Trustee by first-class mail, postage prepaid, or by
facsimile, mailed or transmitted on or prior to the applicable Redemption Date
to each holder of the Notes, as of the close of business on the Record Date
preceding the applicable Redemption Date, at such Noteholder's address or
facsimile number appearing in the Note Register.


         All notices of
redemption shall state:


	 	        (i)
the Redemption Date;




	 	        (ii)
the Redemption Price; and




	 	        (iii)
the place where such Notes are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuer to be maintained as
provided in Section 3.02).





         Notice of
redemption of the Notes shall be given by the Indenture Trustee in the name and
at the expense of the Issuer. Failure to give notice of redemption, or any
defect therein, to any holder of any Note shall not impair or affect the
validity of the redemption of any other Note.


         SECTION 10.03.
Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed
shall on the Redemption Date become due and payable at the Redemption Price and
(unless the Issuer shall default in the payment of the Redemption Price) no
interest shall accrue on the Redemption Price for any period after the date to
which accrued interest is calculated for purposes of calculating the Redemption
Price.


ARTICLE XI



Miscellaneous


         SECTION 11.01.
Compliance Certificates and Opinions, etc. (a) Upon any application or
request by the Issuer to the Indenture Trustee (with copies to the Securities
Insurer and the Swap Counterparty) to take any action under any provision of
this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an
Officers' Certificate of the Issuer stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture,
no additional certificate or opinion need be furnished.


         Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


	 	        (i) a
statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating
thereto;




	 	        (ii)
a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;




	 	        (iii)
a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and




	 	        (iv)
a statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with.




	 	(b)     (i) Prior to the
deposit of any Collateral or other property or securities with the Indenture
Trustee that is to be made the basis for the release of any property or
securities subject to the lien of this Indenture, the Issuer shall, in addition
to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee, the Swap Counterparty and the
Securities Insurer an Officers’ Certificate of the Issuer certifying or
stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.




	 	        (ii)
Whenever the Issuer is required to furnish to the Indenture Trustee, the Swap
Counterparty and the Securities Insurer an Officers' Certificate of the Issuer
certifying or stating the opinion of any signer thereof as to the matters
described in clause (i) above, the Issuer shall also deliver to the Indenture
Trustee and the Securities Insurer an Independent Certificate as to the same
matters, if the fair value to the Issuer of the securities to be so deposited
and of all other such securities made the basis of any such withdrawal or
release since the commencement of the then-current fiscal year of the Issuer, as
set forth in the certificates delivered pursuant to clause (i) above and this
clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a
certificate need not be furnished with respect to any securities so deposited,
if the fair value thereof to the Issuer as set forth in the related Officers'
Certificate is less than $25,000 or less than one percent of the Outstanding
Amount of the Notes.




	 	        (iii)
Other than any property released as contemplated by clause (v) below, whenever
any property or securities are to be released from the lien of this Indenture,
the Issuer shall also furnish to the Indenture Trustee, the Swap Counterparty
and the Securities Insurer an Officers' Certificate of the Issuer certifying or
stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities proposed to be
released and stating that in the opinion of such person the proposed release
will not impair the security under this Indenture in contravention of the
provisions hereof.




	 	        (iv)
Whenever the Issuer is required to furnish to the Indenture Trustee, the Swap
Counterparty and the Securities Insurer an Officers' Certificate of the Issuer
certifying or stating the opinion of any signer thereof as to the matters
described in clause (iii) above, the Issuer shall also furnish to the Indenture
Trustee and the Securities Insurer an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below, or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of the Outstanding Amount
of the Notes, but such certificate need not be furnished in the case of any
release of property or securities if the fair value thereof as set forth in the
related Officers' Certificate is less than $25,000 or less than one percent of
the then Outstanding Amount of the Notes.




	 	        (v)
Notwithstanding Section 2.09 or any other provision of this Section, the Issuer
may, without compliance with the requirements of the other provisions of this
Section, (A) collect, liquidate, sell or otherwise dispose of Financed Student
Loans as and to the extent permitted or required by the Basic Documents, (B)
make cash payments out of the Trust Accounts as and to the extent permitted or
required by the Basic Documents and (C) convey to the Seller, in order to allow
the Seller to make Consolidation Loans, those specified Financed Student Loans
as and to the extent permitted or required by and in accordance with Section
8.04(c) hereof and Section 2.03 of the Sale and Servicing Agreement, so long as
the Issuer shall deliver to the Indenture Trustee every six months, commencing
December 1, 2000 an Officers' Certificate of the Issuer stating that all the
dispositions of Collateral described in clauses (A), (B) or (C) above that
occurred during the immediately preceding six calendar months were in the
ordinary course of the Issuer's business and that the proceeds thereof were
applied in accordance with the Basic Documents.





         SECTION 11.02.
Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


         Any certificate
or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate of an Authorized Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Master Servicer, the Seller,
the Issuer or the Administrator, stating that the information with respect to
such factual matters is in the possession of the Master Servicer, the Seller,
the Issuer or the Administrator, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


         Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.


         Whenever in
this Indenture, in connection with any application or certificate or report to
the Indenture Trustee, it is provided that the Issuer shall deliver any document
as a condition of the granting of such application, or as evidence of the
Issuer's compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and
opinions stated in such document shall in such case be conditions precedent to
the right of the Issuer to have such application granted or to the sufficiency
of such certificate or report. The foregoing shall not, however, be construed to
affect the Indenture Trustee's right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Article
VI.


         SECTION 11.03.
Acts of Noteholders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by holders of the Notes may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such holders of the Notes
in person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the holders of the Notes signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if
made in the manner provided in this Section.


         (b) The fact
and date of the execution by any person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.


         (c) The
ownership of Notes shall be proved by the Note Register.


         (d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the holder of any Notes shall bind the holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.


         SECTION 11.04.
Notices, etc., to Indenture Trustee, Issuer, Securities Insurer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of holders of the Notes or other documents provided or permitted
by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of holders of the Notes
is to be made upon, given or furnished to or filed with:


	 	        (a)
the Indenture Trustee by any holder of the Notes or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office,
or




	 	        (b)
the Issuer by the Indenture Trustee or by any holder of the Notes shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to: KeyCorp Student Loan Trust 2000-A,
in care of Bank One, National Association, 1 Bank One Plaza, Suite IL1-0126,
Chicago, Illinois 60670, Attention: Corporate Trust Administration; with a copy
to the Administrator, 800 Superior Avenue, Fourth Floor, Cleveland, Ohio 44114,
Attention: KeyCorp Education Resources, KeyCorp Student Loan Trust 2000-A, or at
any other address previously furnished in writing to the Indenture Trustee by
the Issuer or the Administrator. The Issuer shall promptly transmit any notice
received by it from the holders of the Notes to the Indenture
Trustee.





         Notices
required to be given to the Securities Insurer, the Swap Counterparty or the
Rating Agencies by the Issuer, the Indenture Trustee or the Eligible Lender
Trustee shall be in writing, personally delivered or mailed by certified mail,
return receipt requested, to (i) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church
Street, New York, New York 10007; (ii) in the case of Standard & Poor's, at the
following address: Standard & Poor's Rating Services, 55 Water Street, New York,
New York 10041, Attention of Asset Backed Surveillance Department; (iii) Fitch,
Inc., Municipal Structured Finance Group, One State Street Plaza, New York, New
York, 10004; (iv) in the case of the Securities Insurer, at the following
address: MBIA Insurance Corporation, 113 King Street, Armonk, N.Y. 10504,
Attention: Insured Portfolio Management-SF; and (v) in the case of the Swap
Counterparty, at the address of the Administrator given above; or as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.


         SECTION 11.05.
Notices to Noteholders; Waiver. Where this Indenture provides for notice
to holders of the Notes of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each holder of the Notes affected by such event,
at his address as it appears on the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to holders of the Notes is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular holder of the Notes shall affect the sufficiency of such
notice with respect to other holders of the Notes, and any notice that is mailed
in the manner herein provided shall conclusively be presumed to have been duly
given.


         Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by holders of the Notes shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.


         In case, by
reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any
event to holders of the Notes when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.


         Where this
Indenture provides for notice to the Rating Agencies, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default.


         SECTION 11.06.
Alternate Payment and Notice Provisions. Notwithstanding any provision of
this Indenture or any of the Notes to the contrary, the Issuer may enter into
any agreement with any holder of the Notes providing for a method of payment, or
notice by the Indenture Trustee or any Paying Agent to such holder of the Notes,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.


         SECTION 11.07.
Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.


         The provisions
of TIAss.ss.310 through 317 that impose duties on any Person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.


         SECTION 11.08.
Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


         SECTION 11.09.
Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so
expressed or not. All agreements of the Indenture Trustee in this Indenture
shall bind the successors, co-trustees and agents (excluding any legal
representatives or accountants) of the Indenture Trustee.


         SECTION 11.10.
Separability. In case any provision in this Indenture or in the Notes
shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


         SECTION 11.11.
Benefits of Indenture. Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the holders of the Notes, and any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Indenture Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.


         SECTION 11.12.
Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
Notes or this Indenture) payment need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date on which nominally due, and no interest shall accrue for the period
from and after any such nominal date.


         SECTION 11.13.
Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


         SECTION 11.14.
Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.


         SECTION 11.15.
Recording of Indenture. If this Indenture is subject to recording in any
appropriate public recording offices, such recording is to be effected by the
Issuer and at its expense accompanied by an Opinion of Counsel (which may be
counsel to the Indenture Trustee or any other counsel reasonably acceptable to
the Indenture Trustee) to the effect that such recording is necessary either for
the protection of the holders of the Notes or any other Person secured hereunder
or for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.


         SECTION 11.16.
Trust Obligations. No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Seller, the Administrator, the
Master Servicer, the Eligible Lender Trustee or the Indenture Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Seller, the Administrator, the
Master Servicer, the Indenture Trustee or the Eligible Lender Trustee in its
individual capacity or (ii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Seller, the Administrator, the Master
Servicer, the Indenture Trustee or the Eligible Lender Trustee in its individual
capacity, any holder or owner of a beneficial interest in the Issuer, the
Eligible Lender Trustee or the Indenture Trustee or of any successor or assign
of the Seller, the Administrator, the Master Servicer, the Indenture Trustee or
the Eligible Lender Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture Trustee
and the Eligible Lender Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of
any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee
shall be subject to, and entitled to the benefits of, the terms and provisions
of Article VI, VII and VIII of the Trust Agreement.


         SECTION 11.17.
No Petition. The Indenture Trustee, by entering into this Indenture, and
each holder of the Notes, by accepting a Note, hereby covenant and agree that
they will not at any time institute against the Seller or the Issuer, or join in
any institution against the Seller or the Issuer 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
Notes, this Indenture or any of the other Basic Documents.


         SECTION 11.18.
Inspection. The Issuer agrees that, on reasonable prior notice, it will
permit any representative of the Indenture Trustee, the Swap Counterparty or the
Securities Insurer, during the Issuer's normal business hours, to examine all
the books of account, records, reports, and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information obtained from such examination or
inspection except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.


         SECTION 11.19.
Third-Party Beneficiaries. This Indenture will inure to the benefit of
and be binding upon the parties hereto, the Noteholders, the Note Owners, the
Securities Insurer, the Swap Counterparty and their respective successors and
permitted assigns. Except as otherwise provided in this Indenture, no other
person will have any right or obligation hereunder.


         SECTION 11.20.
Rights of the Securities Insurer to Exercise Rights of Noteholders. (a)
By accepting its Note, each Noteholder agrees that unless a Securities Insurer
Default has occurred and is continuing, the Securities Insurer shall be deemed
to be treated as the holder of 100% of Notes and shall have the right to
exercise all rights of the Noteholders as specified under this Indenture without
any further consent of any of the Noteholders (unless otherwise specified
herein). Any right conferred to the Securities Insurer hereunder shall be
suspended and shall run to the benefit of the Noteholders during any period in
which a Securities Insurer Default has occurred and is continuing; provided,
however, that during the continuance of a Securities Insurer Default, the
consent of the Securities Insurer must be obtained with respect to any
amendments that may materially adversely affect the Securities
Insurer.


         (b) Whenever
the consent or approval of the Securities Insurer is required under this
Indenture, such consent or approval shall be reasonably given, except for
consents or approvals required under Article V of this Indenture, where such
consent or approval shall be given solely at the discretion of the Securities
Insurer.




         IN WITNESS
WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be
duly executed by their respective officers, thereunto duly authorized and duly
attested, all as of the day and year first above written.


	 	KEYCORP STUDENT LOAN TRUST 2000A,



By:   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





BANKERS TRUST COMPANY, not in its

individual capacity but solely as Indenture Trustee,





By:   /s/ Franco B. Talavera        

         Name:  Franco B. Talavera

         Title:    Assistant Vice President







Acknowledged and accepted as to

the Granting Clause 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



STATE OF NEW YORK      )

             
             
             
       ) ss.:

COUNTY OF NEW YORK  )


         On the 22nd day
of June in the year 2000, before me, the undersigned, personally appeared Keith
R. Richardson, an Authorized Officer, of BANK ONE, NATIONAL ASSOCIATION, as
Eligible Lender Trustee of KEYCORP STUDENT LOAN TRUST 2000-A, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


         GIVEN UNDER MY
HAND AND SEAL OF OFFICE, this 22nd day of June, 2000.


	 	/s/ Maria K. Montgomery          

Notary Public in and for

the State of New York.




My commission expires:  April 4, 2002





STATE OF NEW YORK,             )

              
               
              
           )   ss.:

COUNTY OF NEW YORK,         )



          On the 22nd day of June in the year 2000, before me, the undersigned, personally appeared Franco B.
Talavera an Assistant Vice President of BANKERS TRUST COMPANY, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.


          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of
June, 2000.



	 	/s/ Maria K. Montgomery          

Notary Public in and for

the State of New York.




My commission expires:  April 4, 2002







STATE OF NEW YORK,             )

              
               
              
           )   ss.:

COUNTY OF NEW YORK,         )



          On the 22nd day of June in the year 2000, before me, the undersigned, personally appeared Keith R.
Richardson, an Authorized Officer, of BANK ONE, NATIONAL ASSOCIATION, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.


          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of
June, 2000.



	 	/s/ Maria K. Montgomery          

Notary Public in and for

the State of New York.




My commission expires:  April 4, 2002





APPENDIX A



[See Appendix A to the Sale and Servicing Agreement]






SCHEDULE A

TO THE INDENTURE


PART I


Schedule of Initial Financed Student Loans

Delivered to the Indenture Trustee.






SCHEDULE B

TO THE INDENTURE


PART I


Schedule of Subsequent Pool Student Loans

Delivered to the Indenture Trustee


PART II


Schedule of Other Subsequent Student Loans

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






SCHEDULE C

TO THE INDENTURE



Location of Financed Student Loan Files - PHEAA


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


Location of Financed Student Loan Files - Great Lakes


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






EXHIBIT A-1

TO THE INDENTURE


[FORM OF CLASS A-1 NOTE]



SEE REVERSE FOR CERTAIN DEFINITIONS


          Unless this Note
is presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Issuer (as defined below) or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


          THE PRINCIPAL OF
THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE AND THE SALE AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT
GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.


REGISTERED           
              
               
              
              
              
              
              
               
CUSIP NO.

$__________ 1/



No.


KEYCORP STUDENT LOAN TRUST 2000-A



FLOATING RATE CLASS A-1 ASSET BACKED NOTES


          KeyCorp Student
Loan Trust 2000-A, a trust organized and existing under the laws of the State of
New York (herein referred to as the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
___________ DOLLARS no later than on the May 2007 Distribution Date (the
"Final Maturity Date").


          The Issuer will
pay interest on this Note at the rate per annum equal to the Note Interest Rate
(as defined on the reverse hereof) for the Class A-1 Notes, on each Distribution
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date), subject to certain limitations contained in Section 3.01 of
the Indenture. Interest on this Note will accrue for each Distribution Date from
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from the
Closing Date). Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.




1/ Denomination of $1,000 and integral multiples of $1,000
in excess thereof.



          The principal of
and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this
Note shall be applied first to interest due and payable on this Note as provided
above and then to the unpaid principal of this Note.


          Reference is made
to the further provisions of this Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Note.


          Unless the
certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.






          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in
facsimile, 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 under the Trust Agreement,





 By:       
              
                      
                 

             
Authorized Signatory





Date: June 22, 2000






TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This is one of
the Notes designated above and referred to in the within-mentioned Indenture.



	 	BANKERS TRUST COMPANY, not in its individual capacity but
solely as Indenture Trustee,





By:            
             
             
             

           Authorized Signatory






Date: June 22, 2000





[REVERSE OF NOTE]


          This Note is one
of a duly authorized issue of Notes of the Issuer, designated as its Floating
Rate Class A-1 Asset Backed Notes (herein called the "Class A-1 Notes"), all
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the holders of
the Notes. The Class A-1 Notes are subject to all terms of the Indenture. To the
extent that any provisions of this Note contradicts or is inconsistent with the
provisions of the Indenture, the provisions of the Indenture shall control and
supersede such contradictory or inconsistent provision herein. Capitalized but
undefined terms shall have the meanings set forth in the Indenture dated as of
June 1, 2000 between KeyCorp Student Loan Trust 2000-A and Bankers Trust Company
as Trustee including Appendix A to the Indenture.


           The Class A-1
Notes and the Issuer's Floating Rate Class A-2 Asset Backed Notes (the "Class
A-2 Notes" and together with the Class A-1 Notes, the "Class A Notes" or the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.


          Principal of the
Notes will be payable on each Distribution Date to the extent funds are
available therefor set forth in the Sale and Servicing Agreement and the
Indenture. "Distribution Date" means the twenty-fifth day of each February, May,
August and November, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing November 27, 2000.


          As described on
the face hereof, the entire unpaid principal amount of this Note shall be due
and payable on its Final Maturity Date. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes shall be due and payable on the date
on which (i) an Event of Default shall have occurred and be continuing and (ii)
the Indenture Trustee at the written direction of the Securities Insurer (unless
a Securities Insurer Default shall have occurred and is continuing, then the
holders of Notes representing not less than a majority of the Outstanding Amount
of the Notes) shall have declared the Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments on
the Notes of the same class shall be made pro rata to the holders of such Notes
entitled thereto.


           Interest on the
Notes will be payable on each Distribution Date on the principal amount
outstanding of each Class of Notes until the principal amount thereof is paid in
full, at a rate per annum equal to the Note Interest Rate for such Class of
Notes.


           The "Note
Interest Rate" means, with respect to any Interest Period and the Class A-1
Notes, the interest rate per annum (computed on the basis of the actual number
of days elapsed in the related Interest Period divided by 360) equal to the
lesser of (i) Three-Month LIBOR plus 0.13% and (ii) the Student Loan Rate for
such Interest Period.


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


          Pursuant to the
Sale and Servicing Agreement, the Administrator shall determine the Three-Month
LIBOR for purposes of calculating the Note Interest Rates for each given
Interest Period. "Three-Month LIBOR" means the London interbank offered rate for
deposits in U.S. dollars having a maturity of three months commencing on the
related LIBOR Determination Date (the "Index Maturity") which appears on
Telerate Page 3750 (or such comparable page on another comparable service), as
of 11:00 a.m., London time, on such LIBOR Determination Date. If such rate does
not appear on Telerate Page 3750 (or such comparable page on another comparable
service), the rate for that day will be determined on the basis of the rates at
which deposits in U.S. dollars, having the Index Maturity and in a principal
amount of not less than U.S. $1,000,000, are offered at approximately 11:00
a.m., London time, on such LIBOR Determination Date to prime banks in the London
interbank market by the Reference Banks. The Administrator will request the
principal London office of each of such Reference Banks to provide a quotation
of its rate. If at least two such quotations are provided, the rate for that day
will be the arithmetic mean of the quotations. If fewer than two quotations are
provided, the rate for that day will be the arithmetic mean of the rates quoted
by major banks in New York City, selected by the Administrator, at approximately
11:00 a.m., New York City time, on such LIBOR Determination Date for loans in
the U.S. dollars to leading European banks having the Index Maturity and in a
principal amount equal to an amount of not less than U.S. $1,000,000; provided
that if the banks selected as aforesaid are not quoting as mentioned in this
sentence, Three-Month LIBOR in effect for the applicable Interest Period will be
Three-Month LIBOR in effect for the previous Interest Period. For purposes of
calculating Three-Month LIBOR, a Business Day is any day on which banks in
London and New York City are open for the transaction of business. Interest due
for any Interest Period will be determined based on the actual number of days in
such Interest Period over a 360 day year.


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


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


          Any Noteholders'
Interest Index Carryover with respect to the Class A Notes that may exist on any
Distribution Date attributable shall be payable to the holders of the Class A
Notes, on a pro rata basis based on the amount of Noteholders' Interest Index
Carryover then owing on the Class A Notes on that Distribution Date and any
succeeding Distribution Dates solely out of the funds available and required to
be applied thereto pursuant to the Sale and Servicing Agreement.


           Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register on the Record Date, except that with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency, unless Definitive
Notes have been issued (initially, such nominee to be Cede & Co.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment, and the mailing of such check shall constitute payment of
the amount thereof regardless of whether such check is returned undelivered. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date shall be binding
upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Noteholder hereof as
of the Record Date preceding such Distribution Date by notice mailed no later
than five days prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Indenture Trustee's Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in the Borough of Manhattan,
The City of New York.


          The Issuer shall
pay interest on overdue installments of interest at the Note Interest Rate for
this Note to the extent lawful.


           As provided in
the Indenture, the Class A-1 Notes may be redeemed in part, on a pro rata basis
among all the holders of such Notes, on the Distribution Date on which the
Funding Period ends (or on the Distribution Date immediately following the last
day of the Funding Period, if the Funding Period does not end on a Distribution
Date) in the event that any amounts remain on deposit in the Pre-Funding Account
after giving effect to all Additional Fundings, including any occurring on such
Distribution Date.


           As provided in
the Indenture, if as of the Special Determination Date, the Subsequent Pool
Pre-Funded Amount is greater than $10,000,000, such amount will be distributed
on the first Distribution Date thereafter to redeem each Class of Notes on a pro
rata basis, based on the initial principal balance of each Class of Notes; if
such amount is $10,000,000 or less, it will be distributed on such Distribution
Date only to the holders of the Class A-1 Notes to redeem such Class A-1 Notes.


           As provided in
the Indenture and subject to certain limitations set forth therein, the transfer
of this Note may be registered on the Note Register upon surrender of this Note
for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar, which requirements include membership or
participation in Securities Transfer Agent's Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, STAMP (all in accordance with the
Exchange Act), and such other documents as the Indenture Trustee may require,
and thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.


           Each holder of
the Notes or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Eligible Lender Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Eligible Lender Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Eligible Lender Trustee or the
Indenture Trustee, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


           It is the intent
of the Issuer, the Seller, the Administrator, the Master Servicer, the
Noteholders and the Note Owners that, for purposes of Federal and State income
tax and any other tax measured in whole or in part by income, this Note will
qualify as indebtedness of the Issuer. The Noteholders and the Note Owners, by
acceptance of this Note, agree to treat, and to take no action inconsistent with
the treatment of, this Note for such tax purposes as indebtedness of the Issuer.


          Each holder of
the Notes or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such holder of the Notes or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer 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 Notes, the Indenture or the
other Basic Documents.


          Prior to the due
presentment for registration of transfer of this Note, the Issuer, the Indenture
Trustee, the Securities Insurer and any agent of the Issuer, the Securities
Insurer or the Indenture Trustee, may treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes whether or not
this Note be overdue, and neither the Issuer, the Indenture Trustee, the
Securities Insurer nor any such agent shall be affected by notice to the
contrary.


          The term "Issuer"
as used in this Note includes any successor to the Issuer under the Indenture.


          The Issuer is permitted by the Indenture, under certain circumstances, to merge
or consolidate, subject to the rights of the Indenture Trustee and the holders
of the Notes under the Indenture.


          The Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations therein set forth.


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


          No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.


          Anything herein
to the contrary notwithstanding, except as expressly provided in the Basic
Documents, neither Bankers Trust Company in its individual capacity, Bank One,
National Association, in its individual capacity, any owner of a beneficial
interest in the Issuer, nor any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or the
Indenture; it being expressly understood that said covenants, obligations and
indemnifications have been made by the Eligible Lender Trustee for the sole
purposes of binding the interests of the Eligible Lender Trustee in the assets
of the Issuer. The holder of the Notes by the acceptance hereof agrees that,
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the holder of the Notes shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the Indenture Trust Estate for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.


          By acceptance of
this Class A-1 Note you are hereby deemed to have agreed, that for long as no
Securities Insurer Default has occurred and is continuing, the rights of the
Class A-1 Noteholders under any of the Basic Documents, will be exercisable by
the Securities Insurer on behalf of the Class A-1 Noteholders, except in the
limited circumstances set forth in the Indenture and the Sale and Servicing
Agreement.







STATEMENT OF INSURANCE


          The MBIA Insurance Corporation (the "Insurer") has issued a policy containing
the following provisions, such policy being on file at Bankers Trust Company in
New York, New York:


	OBLIGATIONS:	 	 $550,000,000 KeyCorp Student Loan Trust 2000-A,

                          Floating Rate, Asset-Backed Notes,

                          Class A-1 and Class A-2





          The Insurer, in
consideration of the payment of the premium and subject to the terms of this
Note Guaranty Insurance Policy (this "Policy"), hereby unconditionally and
irrevocably guarantees to any Owner that an amount equal to each full and
complete Insured Payment will be received from the Insurer by Bankers Trust
Company, or its successors, as trustee for the Owners (the "Trustee"), on behalf
of the Owners, for distribution by the Trustee to each Owner of each Owner's
proportionate share of the Insured Payment. The Insurer's obligations hereunder
with respect to a particular Insured Payment shall be discharged to the extent
funds equal to the applicable Insured Payment are received by the Trustee,
whether or not such funds are properly applied by the Trustee. Insured Payments
shall be made only at the time set forth in this Policy, and no accelerated
Insured Payments shall be made regardless of any acceleration of the
Obligations, unless such acceleration is at the sole option of the Insurer.


          Notwithstanding
the foregoing paragraph, this Policy does not cover shortfalls, if any,
attributable to the liability of the Issuer, the Trust or the Trustee for
withholding taxes, if any (including interest and penalties in respect of any
such liability). This Policy does not cover, and Insured Payments shall not
include, any Noteholders' Interest Index Carryover.


          The Insurer will pay any Insured Payment that is a Preference Amount on the
Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (a) a certified copy of the order requiring the return of a
preference payment, (b) an opinion of counsel satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer, irrevocably assigning to the Insurer all
rights and claims of the Owner relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise with respect
to such preference payment and (d) appropriate instruments to effect the
appointment of the Insurer as agent for such Owner in any legal proceeding
related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.


           The Insurer will
pay any other amount payable hereunder no later than 12:00 noon, New York City
time, on the later of the Distribution Date on which the related Deficiency
Amount is due or the third Business Day following receipt in New York, New York
on a Business Day by State Street Bank and Trust Company, N.A., as Fiscal Agent
for the Insurer, or any successor fiscal agent appointed by the Insurer (the
"Fiscal Agent"), of a Notice (as described below), provided that if such Notice
is received after 12:00 noon, New York City time, on such Business Day, it will
be deemed to be received on the following Business Day. If any such Notice
received by the Fiscal Agent is not in proper form or is otherwise insufficient
for the purpose of making claim hereunder, it shall be deemed not to have been
received by the Fiscal Agent for purposes of this paragraph, and the Insurer or
the Fiscal Agent, as the case may be, shall promptly so advise the Trustee and
the Trustee may submit an amended Notice.


           Insured Payments
due hereunder, unless otherwise stated herein, will be disbursed by the Fiscal
Agent to the Trustee on behalf of the Owners by wire transfer of immediately
available funds in the amount of the Insured Payment less, in respect of Insured
Payments related to Preference Amounts, any amount held by the Trustee for the
payment of such Insured Payment and legally available therefor.


           The Fiscal Agent
is the agent of the Insurer only, and the Fiscal Agent shall in no event be
liable to Owners for any acts of the Fiscal Agent or any failure of the Insurer
to deposit, or cause to be deposited, sufficient funds to make payments due
under this Policy.


          Subject to the terms of the Agreement, the Insurer shall be subrogated to the
rights of each Owner to receive payments under the Obligations to the extent of
any payment by the Insurer hereunder.


           As used herein,
the following terms shall have the following meanings:


          "Agreement" means the Indenture dated as of June 1, 2000 among KeyCorp Student
Loan Trust 2000A, as Issuer, and the Trustee, as trustee, without regard to any
amendment or supplement thereto, unless such amendment or supplement has been
approved in writing by the Insurer.


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


           "Deficiency
Amount" means (a) as of any Distribution Date, the excess, if any, of (1) the
Noteholders' Interest Distribution Amount on such Distribution Date, over (2)
Available Funds for such Distribution Date after giving effect to the payment of
the Servicing Fee, the Administration Fee and all amounts due to the Securities
Insurer for such Distribution Date, plus the application of any amounts
available on such Distribution Date to cover such payments from amounts on
deposit in the Reserve Account and the Pre-Funding Account, and (b) on either
the Class A-1 Notes Final Maturity Date or the Class A-2 Notes Final Maturity
Date, the unpaid principal balance of the Class A-1 Notes, in the case of the
Class A-1 Notes Final Maturity Date, or the unpaid principal balance of the
Class A-2 Notes, in the case of the Class A-2 Notes Final Maturity Date, in each
case after giving effect to any distributions on such date and the application
of any amounts available on such Distribution Date to cover such payments from
amounts on deposit in the Reserve Account.


          "Insured Payment"
means (a) as of any Distribution Date, any Deficiency Amount and (b) any
Preference Amount.


           "Notice" means
the telephonic or telegraphic notice, promptly confirmed in writing by facsimile
substantially in the form of Exhibit A attached hereto, the original of which is
subsequently delivered by registered or certified mail, from the Trustee
specifying the Insured Payment which shall be due and owing on the applicable
Distribution Date.


           "Owner" means
each Noteholder (as defined in the Agreement (other than the Issuer, the
Trustee, the Eligible Lender Trustee, the Seller, the Administrator, the
Depositor, the Master Servicer or any Sub-Servicer)) who, on the applicable
Distribution Date, is entitled under the terms of the applicable Notes to
payment thereunder.


           "Preference
Amount" means any amount previously distributed to an Owner on the Obligations
that is recoverable and sought to be recovered as a voidable preference by a
trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.),
as amended from time to time in accordance with a final nonappealable order of a
court having competent jurisdiction.


           Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Agreement as of the date of execution of this Policy,
without giving effect to any subsequent amendment to or modification of the
Agreement unless such amendment or modification has been approved in writing by
the Insurer.


           Any notice
hereunder or service of process on the Fiscal Agent may be made at the address
listed below for the Fiscal Agent or such other address as the Insurer shall
specify in writing to the Trustee.


           The notice
address of the Fiscal Agent is 15th Floor, 61 Broadway, New York, New York
10006, Attention: Municipal Registrar and Paying Agency, or such other address
as the Fiscal Agent shall specify to the Trustee in writing.


           THIS POLICY IS
BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE CONSTRUED UNDER, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF.


           The insurance
provided by this Policy is not covered by the Property/Casualty Insurance
Security Fund specified in Article 76 of the New York Insurance Law.


           This Policy is
not cancelable for any reason. The premium on this Policy is not refundable for
any reason, including payment, or provision being made for payment, prior to
maturity of the Obligations.


MBIA INSURANCE CORPORATION







ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee





           FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________________________
________________________________________________________________________


(name and address of assignee) 
the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints ______________________, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:  _____________


________________________________ */

Signature Guaranteed:         
             





________________________________*/





__________


	*/	 	
NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.







 EXHIBIT A-2

TO THE INDENTURE


[FORM OF CLASS A-2 NOTE]



SEE REVERSE FOR CERTAIN DEFINITIONS




           Unless this Note
is presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Issuer (as defined below) or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


           THE PRINCIPAL OF
THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE AND THE SALE AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT
GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.


REGISTERED            
              
              
              
             
              
              
             
              
CUSIP NO.

$__________ 1/



No.





1/ Denominations of $1000, and integral multiples of $1,000
in excess thereof.


KEYCORP STUDENT LOAN TRUST 2000-A



FLOATING RATE CLASS A-2 ASSET BACKED NOTES


           KeyCorp Student
Loan Trust 2000-A, a trust organized and existing under the laws of the State of
New York (herein referred to as the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
___________ DOLLARS no later than on the May 2029 Distribution Date (the "Final
Maturity Date").


           The Issuer will
pay interest on this Note at the rate per annum equal to the Note Interest Rate
(as defined on the reverse hereof) for the Class A-2 Notes, on each Distribution
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date), subject to certain limitations contained in Section 3.01 of
the Indenture. Interest on this Note will accrue for each Distribution Date from
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from the
Closing Date. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.


           The principal of
and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this
Note shall be applied first to interest due and payable on this Note as provided
above and then to the unpaid principal of this Note.


           Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


           Unless the
certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.







           IN WITNESS
WHEREOF, the Issuer has caused this instrument to be duly executed, manually or
in facsimile, 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 under the Trust Agreement,





 By:       
              
                      
                 

             
Authorized Signatory





Date: June 22, 2000






TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This is one of
the Notes designated above and referred to in the within-mentioned Indenture.



	 	BANKERS TRUST COMPANY, not in its individual capacity but
solely as Indenture Trustee,





By:            
             
             
             

           Authorized Signatory






Date: June 22, 2000





[REVERSE OF NOTE]


           This Note is one
of a duly authorized issue of Notes of the Issuer, designated as its Floating
Rate Class A-2 Asset Backed Notes (herein called the "Class A-2 Notes"), all
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the holders of
the Notes. The Class A-2 Notes are subject to all terms of the Indenture. To the
extent that any provisions of this Note contradicts or is inconsistent with the
provisions of the Indenture, the provisions of the Indenture shall control and
supersede such contradictory or inconsistent provision herein. Capitalized but
undefined terms shall have the meanings set forth in the Indenture dated as of
June 1, 2000 between KeyCorp Student Loan Trust 2000-A and Bankers Trust Company
as Trustee including Appendix A to the Indenture.


           The Class A-2
Notes and the Issuer's Floating Rate Class A-1 Asset Backed Notes (the "Class
A-1 Notes" and together with the Class A-2 Notes, the "Class A Notes" or the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.


           Principal of the
Notes will be payable on each Distribution Date to the extent funds are
available therefor set forth in the Sale and Servicing Agreement and the
Indenture. "Distribution Date" means the twenty-fifth day of each February, May,
August and November, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing November 27, 2000.


           As described on
the face hereof, the entire unpaid principal amount of this Note shall be due
and payable on its Final Maturity Date. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes shall be due and payable on the date
on which (i) an Event of Default shall have occurred and be continuing and (ii)
the Indenture Trustee at the written direction of the Securities Insurer (unless
a Securities Insurer Default shall have occurred and is continuing, then holders
of Notes representing not less than a majority of the Outstanding Amount of the
Notes) shall have declared the Notes to be immediately due and payable in the
manner provided in Section 5.02 of the Indenture. All principal payments on the
Notes of the same class shall be made pro rata to the holders of such Notes
entitled thereto.


           Interest on the
Notes will be payable on each Distribution Date on the principal amount
outstanding of each Class of Notes until the principal amount thereof is paid in
full, at a rate per annum equal to the Note Interest Rate for such Class of
Notes.


           The "Note
Interest Rate" means, with respect to any Interest Period and the Class A-2
Notes, the interest rate per annum (computed on the basis of the actual number
of days elapsed in the related Interest Period divided by 360) equal to the
lesser of (i) Three-Month LIBOR plus 0.32% and (ii) the Student Loan Rate for
such Interest Period.


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


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


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


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


           Any Noteholders'
Interest Index Carryover with respect to the Class A Notes that may exist on any
Distribution Date attributable shall be payable to the holders of the Class A
Notes, on a pro rata basis based on the amount of Noteholders' Interest Index
Carryover then owing on the Class A Notes on that Distribution Date and any
succeeding Distribution Dates solely out of the funds available and required to
be applied thereto pursuant to the Sale and Servicing Agreement.


           Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register on the Record Date, except that with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency, unless Definitive
Notes have been issued (initially, such nominee to be Cede & Co.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment, and the mailing of such check shall constitute payment of
the amount thereof regardless of whether such check is returned undelivered. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date shall be binding
upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Noteholder hereof as
of the Record Date preceding such Distribution Date by notice mailed no later
than five days prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Indenture Trustee's Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in the Borough of Manhattan,
The City of New York.


           The Issuer shall
pay interest on overdue installments of interest at the Note Interest Rate for
this Note to the extent lawful.


           As provided in
the Indenture and if the Class A-1 Notes are no longer Outstanding, the Class
A-2 Notes may be redeemed in part, on a pro rata basis among all the holders of
such Notes, on the Distribution Date on which the Funding Period ends (or on the
Distribution Date immediately following the last day of the Funding Period, if
the Funding Period does not end on a Distribution Date) in the event that any
amounts remain on deposit in the Pre-Funding Account after giving effect to all
Additional Fundings, including any occurring on such Distribution Date.


           As provided in
the Indenture, if as of the Special Determination Date, the Subsequent Pool
Pre-Funded Amount is greater than $10,000,000, such amount will be distributed
on the first Distribution Date thereafter to redeem each Class of Notes on a pro
rata basis, based on the initial principal balance of each Class of Notes; if
such amount is $10,000,000 or less, it will be distributed on such Distribution
Date only to the holders of the Class A-1 Notes to redeem such Class A-1 Notes.


           As provided in
the Indenture and subject to certain limitations set forth therein, the transfer
of this Note may be registered on the Note Register upon surrender of this Note
for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar, which requirements include membership or
participation in Securities Transfer Agent's Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, STAMP (all in accordance with the
Exchange Act), and such other documents as the Indenture Trustee may require,
and thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.


           Each holder of
the Notes or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Eligible Lender Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Eligible Lender Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Eligible Lender Trustee or the
Indenture Trustee, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


           It is the intent
of the Issuer, the Seller, the Administrator, the Master Servicer, the
Noteholders and the Note Owners that, for purposes of Federal and State income
tax and any other tax measured in whole or in part by income, this Note will
qualify as indebtedness of the Issuer. The Noteholders and the Note Owners, by
acceptance of this Note, agree to treat, and to take no action inconsistent with
the treatment of, this Note for such tax purposes as indebtedness of the Issuer.


           Each holder of
the Notes or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such holder of the Notes or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer 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 Notes, the Indenture or the
other Basic Documents.


           Prior to the due
presentment for registration of transfer of this Note, the Issuer, the Indenture
Trustee, the Securities Insurer and any agent of the Issuer, the Securities
Insurer or the Indenture Trustee may treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes whether or not
this Note be overdue, and neither the Issuer, the Indenture Trustee, the
Securities Insurer nor any such agent shall be affected by notice to the
contrary.


           The term
"Issuer" as used in this Note includes any successor to the Issuer under the
Indenture.


           The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the holders of
the Notes under the Indenture.


           The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


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


           No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.


           Anything herein
to the contrary notwithstanding, except as expressly provided in the Basic
Documents, neither Bankers Trust Company in its individual capacity, Bank One,
National Association, in its individual capacity, any owner of a beneficial
interest in the Issuer, nor any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or the
Indenture; it being expressly understood that said covenants, obligations and
indemnifications have been made by the Eligible Lender Trustee for the sole
purposes of binding the interests of the Eligible Lender Trustee in the assets
of the Issuer. The holder of the Notes by the acceptance hereof agrees that,
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the holder of the Notes shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the Indenture Trust Estate for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.


           By acceptance
of this Class A-2 Note you are hereby deemed to have agreed, that for long as no
Securities Insurer Default has occurred and is continuing, the rights of the
Class A-2 Noteholders under any of the Basic Documents, will be exercisable by
the Securities Insurer on behalf of the Class A-2 Noteholders, except in the
limited circumstances set forth in the Indenture and the Sale and Servicing
Agreement.






STATEMENT OF INSURANCE


           The MBIA
Insurance Corporation (the "Insurer") has issued a policy containing the
following provisions, such policy being on file at Bankers Trust Company in New
York, New York:


	OBLIGATIONS:	 	 $550,000,000 KeyCorp Student Loan Trust 2000-A,

                          Floating Rate, Asset-Backed Notes,

                          Class A-1 and Class A-2 




           The Insurer, in
consideration of the payment of the premium and subject to the terms of this
Note Guaranty Insurance Policy (this "Policy"), hereby unconditionally and
irrevocably guarantees to any Owner that an amount equal to each full and
complete Insured Payment will be received from the Insurer by Bankers Trust
Company, or its successors, as trustee for the Owners (the "Trustee"), on behalf
of the Owners, for distribution by the Trustee to each Owner of each Owner's
proportionate share of the Insured Payment. The Insurer's obligations hereunder
with respect to a particular Insured Payment shall be discharged to the extent
funds equal to the applicable Insured Payment are received by the Trustee,
whether or not such funds are properly applied by the Trustee. Insured Payments
shall be made only at the time set forth in this Policy, and no accelerated
Insured Payments shall be made regardless of any acceleration of the
Obligations, unless such acceleration is at the sole option of the Insurer.


           Notwithstanding
the foregoing paragraph, this Policy does not cover shortfalls, if any,
attributable to the liability of the Issuer, the Trust or the Trustee for
withholding taxes, if any (including interest and penalties in respect of any
such liability). This Policy does not cover, and Insured Payments shall not
include, any Noteholders' Interest Index Carryover.


           The Insurer will
pay any Insured Payment that is a Preference Amount on the Business Day
following receipt on a Business Day by the Fiscal Agent (as described below) of
(a) a certified copy of the order requiring the return of a preference payment,
(b) an opinion of counsel satisfactory to the Insurer that such order is final
and not subject to appeal, (c) an assignment in such form as is reasonably
required by the Insurer, irrevocably assigning to the Insurer all rights and
claims of the Owner relating to or arising under the Obligations against the
debtor which made such preference payment or otherwise with respect to such
preference payment and (d) appropriate instruments to effect the appointment of
the Insurer as agent for such Owner in any legal proceeding related to such
preference payment, such instruments being in a form satisfactory to the
Insurer, provided that if such documents are received after 12:00 noon, New York
City time, on such Business Day, they will be deemed to be received on the
following Business Day. Such payments shall be disbursed to the receiver or
trustee in bankruptcy named in the final order of the court exercising
jurisdiction on behalf of the Owner and not to any Owner directly unless such
Owner has returned principal or interest paid on the Obligations to such
receiver or trustee in bankruptcy, in which case such payment shall be disbursed
to such Owner.


           The Insurer will
pay any other amount payable hereunder no later than 12:00 noon, New York City
time, on the later of the Distribution Date on which the related Deficiency
Amount is due or the third Business Day following receipt in New York, New York
on a Business Day by State Street Bank and Trust Company, N.A., as Fiscal Agent
for the Insurer, or any successor fiscal agent appointed by the Insurer (the
"Fiscal Agent"), of a Notice (as described below), provided that if such Notice
is received after 12:00 noon, New York City time, on such Business Day, it will
be deemed to be received on the following Business Day. If any such Notice
received by the Fiscal Agent is not in proper form or is otherwise insufficient
for the purpose of making claim hereunder, it shall be deemed not to have been
received by the Fiscal Agent for purposes of this paragraph, and the Insurer or
the Fiscal Agent, as the case may be, shall promptly so advise the Trustee and
the Trustee may submit an amended Notice.


           Insured Payments
due hereunder, unless otherwise stated herein, will be disbursed by the Fiscal
Agent to the Trustee on behalf of the Owners by wire transfer of immediately
available funds in the amount of the Insured Payment less, in respect of Insured
Payments related to Preference Amounts, any amount held by the Trustee for the
payment of such Insured Payment and legally available therefor.


           The Fiscal Agent
is the agent of the Insurer only, and the Fiscal Agent shall in no event be
liable to Owners for any acts of the Fiscal Agent or any failure of the Insurer
to deposit, or cause to be deposited, sufficient funds to make payments due
under this Policy.


           Subject to the
terms of the Agreement, the Insurer shall be subrogated to the rights of each
Owner to receive payments under the Obligations to the extent of any payment by
the Insurer hereunder.


           As used herein,
the following terms shall have the following meanings:


           "Agreement"
means the Indenture dated as of June 1, 2000 among KeyCorp Student Loan Trust
2000A, as Issuer, and the Trustee, as trustee, without regard to any amendment
or supplement thereto, unless such amendment or supplement has been approved in
writing by the Insurer.


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


           "Deficiency
Amount" means (a) as of any Distribution Date, the excess, if any, of (1) the
Noteholders' Interest Distribution Amount on such Distribution Date, over (2)
Available Funds for such Distribution Date after giving effect to the payment of
the Servicing Fee, the Administration Fee and all amounts due to the Securities
Insurer for such Distribution Date, plus the application of any amounts
available on such Distribution Date to cover such payments from amounts on
deposit in the Reserve Account and the Pre-Funding Account, and (b) on either
the Class A-1 Notes Final Maturity Date or the Class A-2 Notes Final Maturity
Date, the unpaid principal balance of the Class A-1 Notes, in the case of the
Class A-1 Notes Final Maturity Date, or the unpaid principal balance of the
Class A-2 Notes, in the case of the Class A-2 Notes Final Maturity Date, in each
case after giving effect to any distributions on such date and the application
of any amounts available on such Distribution Date to cover such payments from
amounts on deposit in the Reserve Account.


           "Insured
Payment" means (a) as of any Distribution Date, any Deficiency Amount and (b)
any Preference Amount.


           "Notice" means
the telephonic or telegraphic notice, promptly confirmed in writing by facsimile
substantially in the form of Exhibit A attached hereto, the original of which is
subsequently delivered by registered or certified mail, from the Trustee
specifying the Insured Payment which shall be due and owing on the applicable
Distribution Date.


           "Owner" means
each Noteholder (as defined in the Agreement (other than the Issuer, the
Trustee, the Eligible Lender Trustee, the Seller, the Administrator, the
Depositor, the Master Servicer or any Sub-Servicer)) who, on the applicable
Distribution Date, is entitled under the terms of the applicable Notes to
payment thereunder.


           "Preference
Amount" means any amount previously distributed to an Owner on the Obligations
that is recoverable and sought to be recovered as a voidable preference by a
trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.),
as amended from time to time in accordance with a final nonappealable order of a
court having competent jurisdiction.


           Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Agreement as of the date of execution of this Policy,
without giving effect to any subsequent amendment to or modification of the
Agreement unless such amendment or modification has been approved in writing by
the Insurer.


           Any notice
hereunder or service of process on the Fiscal Agent may be made at the address
listed below for the Fiscal Agent or such other address as the Insurer shall
specify in writing to the Trustee.


           The notice
address of the Fiscal Agent is 15th Floor, 61 Broadway, New York, New York
10006, Attention: Municipal Registrar and Paying Agency, or such other address
as the Fiscal Agent shall specify to the Trustee in writing.


           THIS POLICY IS
BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE CONSTRUED UNDER, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF.


           The insurance
provided by this Policy is not covered by the Property/Casualty Insurance
Security Fund specified in Article 76 of the New York Insurance Law.


           This Policy is
not cancelable for any reason. The premium on this Policy is not refundable for
any reason, including payment, or provision being made for payment, prior to
maturity of the Obligations.


MBIA INSURANCE CORPORATION






ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee



__________


           FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________________________
 _____________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________, attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:  _____________



________________________________ */

Signature Guaranteed:





________________________________ */





__________

	*/		NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.