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                                                                EXHIBIT No. 10.2

            ADMINISTRATION AGREEMENT (this "Agreement") dated as of [  ], [  ],
among KEYCORP STUDENT LOAN TRUST [ ], a Delaware statutory trust (the "Issuer"),
KEY BANK USA, NATIONAL ASSOCIATION, a national banking association, as
administrator (the "Administrator"), and [  ], a [  ], not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee").

                               W I T N E S S E T H

            WHEREAS the Issuer is issuing [seven] classes of Floating Rate Asset
Backed Notes in the initial aggregate principal amount of $[   ] (the "Notes")
[and one class of 0.[ ]% Asset Backed Notes in the initial notional principal
amount of $[ ]] pursuant to the Indenture dated as of [  ], [  ] (the
"Indenture"), between the Issuer and the Indenture Trustee (capitalized terms
used herein and not defined herein shall have the meanings assigned to such
terms in Appendix A to the Indenture, which also contains rules of usage and
construction that shall be applicable herein);

            WHEREAS the Issuer has entered into certain agreements in connection
with the issuance of the Notes and the Certificates, including the Sale and
Servicing Agreement, the Note Depository Agreement (the "Depository Agreement"),
the Group I Interest Rate Swap, the Basis Risk Cap Agreements, the Put Option
Agreements, the Insurance Agreement, the Guarantee Agreements, the Group II Cap
Agreement, the Trust Agreement and the Indenture (all such agreements being
collectively referred to herein as the "Related Agreements");

            WHEREAS, pursuant to the Related Agreements, the Issuer and the
Eligible Lender Trustee are required to perform certain duties in connection
with (a) the Notes and the Collateral therefor pledged pursuant to the Indenture
and (b) the Certificate (the registered holder of the Certificate being referred
to herein as the "Owner");

            WHEREAS the Issuer and the Eligible Lender Trustee desire to have
the Administrator perform certain of the duties of the Issuer and the Eligible
Lender Trustee referred to in the preceding clause, and to provide such
additional services consistent with the terms of this Agreement and the Related
Agreements as the Issuer and the Eligible Lender Trustee may from time to time
request;

            WHEREAS the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Eligible Lender Trustee on the terms set forth herein;

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

            1. Duties of the Administrator.

            (a) Duties with Respect to the Indenture and Depository Agreement.
The Administrator shall perform all duties of the Issuer on behalf of the Issuer
under the Depository

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Agreement. In addition, the Administrator shall consult with the Eligible Lender
Trustee as the Administrator deems appropriate regarding the duties of the
Issuer under the Indenture and the Depository Agreement. The Administrator shall
monitor the performance of the Issuer and shall advise the Eligible Lender
Trustee when action is necessary to comply with the Issuer's duties under the
Indenture and the Depository Agreement. The Administrator shall prepare for
execution by the Issuer or shall cause the preparation by other appropriate
Persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer to prepare, file or deliver
pursuant to the Indenture and the Depository Agreement. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is the duty
of the Issuer or the Administrator to take pursuant to the Indenture, including
such of the foregoing as are required with respect to the following matters
(references are to sections of the Indenture):

                  (i) the duty to cause the Note Registrar to keep the Note
      Register and to give the Indenture Trustee notice of any appointment of a
      new Note Registrar and the location, or change in location, of the Note
      Register (Section 2.04);

                  (ii) the fixing or causing to be fixed of any specified record
      date and the notification of the Indenture Trustee and the holders of the
      Notes with respect to special payment dates, if any (Section 2.07(c));

                  (iii) the preparation of or obtaining of the documents and
      instruments required for authentication of the Notes and delivery of the
      same to the Indenture Trustee (Section 2.02);

                  (iv) the preparation, obtaining or filing of the instruments,
      opinions and certificates and other documents required for the release of
      collateral (Section 2.09);

                  (v) the duty to cause the Note Registrar to maintain on behalf
      of the Issuer an office in the Borough of Manhattan, City of New York, for
      registration of transfer or exchange of Notes (Section 3.02);

                  (vi) the duty to cause newly appointed Paying Agents, if any,
      to deliver to the Indenture Trustee the instrument specified in the
      Indenture regarding funds held in trust (Section 3.03);

                  (vii) the direction to the Paying Agents to deposit moneys
      with the Indenture Trustee (Section 3.03);

                  (viii) the obtaining and preservation of the Issuer's
      qualification to do business in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of the Indenture, the Notes, the Collateral and each other
      instrument and agreement included in the Indenture Trust Estate (Section
      3.04);

                  (ix) the preparation of all supplements, amendments, financing
      statements, continuation statements, instruments of further assurance and
      other instruments, in accordance with Section 3.05 of the Indenture,
      necessary to protect the Indenture Trust Estate (Section 3.05);

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                  (x) the delivery by the Issuer of the Opinion of Counsel on
      the Closing Date and the annual delivery of Opinions of Counsel, in
      accordance with Section 3.06 of the Indenture, as to the Indenture Trust
      Estate, and the annual delivery of the Officers' Certificate of the Issuer
      and certain other statements, in accordance with Section 3.09 of the
      Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09);

                  (xi) the identification to the Indenture Trustee, the
      Securities Insurer and the Swap Counterparty in an Officers' Certificate
      of the Issuer of a Person with whom the Issuer has contracted to perform
      its duties under the Indenture (Section 3.07(b));

                  (xii) the notification of the Indenture Trustee, the
      Securities Insurer, the Swap Counterparty and the Rating Agencies of a
      Master Servicer Default known to the Administrator pursuant to the Sale
      and Servicing Agreement and, if such Master Servicer Default arises from
      the failure of the Master Servicer to perform any of its duties under the
      Sale and Servicing Agreement, the taking of all reasonable steps available
      to enforce the Issuer's rights under the Basic Documents in respect of
      such failure (Section 3.07(d));

                  (xiii) the preparation and obtaining of documents and
      instruments required for the release of the Issuer from its obligations
      under the Indenture (Section 3.10);

                  (xiv) the delivery of notice to the Indenture Trustee, the
      Swap Counterparty and the Securities Insurer of each Event of Default, any
      Default under Section 5.01(iii) of the Indenture and each default by the
      Master Servicer, the Administrator or the Seller under the Sale and
      Servicing Agreement known to the Administrator (Section 3.18);

                  (xv) the monitoring of the Issuer's obligations as to the
      satisfaction and discharge of the Indenture and the preparation of an
      Officers' Certificate of the Issuer and the obtaining of the Opinion of
      Counsel and the Independent Certificate relating thereto (Section 4.01);

                  (xvi) the determination of the time, method, place and the
      mailing of notices in connection with an auction of the Financed Student
      Loans and performance of related duties pursuant to Sections 9.01(c) and
      10.06(a) of the Sale and Servicing Agreement (Section 4.04);

                  (xvii) the compliance with any written directive of the
      Indenture Trustee with respect to the sale of the Indenture Trust Estate
      in a commercially reasonable manner if an Event of Default shall have
      occurred and be continuing (Section 5.04);

                  (xviii) the preparation of any written instruments required to
      confirm more fully the authority of any co-trustee or separate trustee and
      any written instruments necessary in connection with the resignation or
      removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);

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                  (xix) the furnishing of the Indenture Trustee with the names
      and addresses of the holders of the Notes during any period when the
      Indenture Trustee is not the Note Registrar (Section 7.01);

                  (xx) the preparation and, after execution by the Issuer, the
      filing with the Commission, any applicable State agencies and the
      Indenture Trustee of documents required to be filed on a periodic basis
      with, and summaries thereof as may be required by rules and regulations
      prescribed by, the Commission and any applicable State agencies and the
      transmission of such summaries, as necessary, to the holders of the Notes
      (Section 7.03);

                  (xxi) the opening of one or more accounts in the Indenture
      Trustee's name, the preparation of Issuer Orders, Officers' Certificates
      of the Issuer and Opinions of Counsel and all other actions necessary with
      respect to investment and reinvestment of funds in the Trust Accounts
      (Sections 8.02 and 8.03);

                  (xxii) the preparation of an Issuer Request and Officers'
      Certificate of the Issuer and the obtaining of an Opinion of Counsel and
      Independent Certificates, if necessary, for the release of the Indenture
      Trust Estate (Sections 8.04 and 8.05);

                  (xxiii) the preparation of Issuer Orders and the obtaining of
      Opinions of Counsel with respect to the execution of supplemental
      indentures and the mailing to the holders of the Notes, the Securities
      Insurer and the Swap Counterparty of notices with respect to such
      supplemental indentures (Sections 9.01, 9.02 and 9.03);

                  (xxiv) the preparation of or obtaining of the documents and
      instruments required for the execution and authentication of new Notes
      conforming to any supplemental indenture and the delivery of the same to
      the Eligible Lender Trustee and the Indenture Trustee, respectively
      (Section 9.06);

                  (xxv) the notification of the holders of the Notes of
      redemption of the Notes or the duty to cause the Indenture Trustee to
      provide such notification (Section 10.02);

                  (xxvi) the preparation of all Officers' Certificates of the
      Issuer, Opinions of Counsel and Independent Certificates with respect to
      any requests by the Issuer to the Indenture Trustee to take any action
      under the Indenture (Section 11.01(a));

                  (xxvii) the preparation and delivery of Officers' Certificates
      of the Issuer and the obtaining of Independent Certificates, if necessary,
      for the release of property from the lien of the Indenture (Section
      11.01(b));

                  (xxviii) the preparation and delivery to the holders of the
      Notes and the Indenture Trustee of any agreements with respect to
      alternate payment and notice provisions (Section 11.06);

                  (xxix) the recording of the Indenture, if applicable (Section
      11.15);

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                  (xxx) conducting on behalf of the Indenture Trustee any
      auction of the Financed Student Loans (Section 4.04);

                  (xxxi) the preparation and delivery to the Indenture Trustee
      of any Group II Insured Notes Guaranty Insurance Policy Notice in the
      event an Insured Payment under the Group II Insured Notes Guaranty
      Insurance Policy is due with respect to any Distribution Date (Section
      8A.1); and

                  (xxxii) the replacement of the Group II Insured Notes Guaranty
      Insurance Policy (but solely at the Administrator's discretion) in the
      event of a Rating Agency Downgrade (Section 8A.5).

            (b) Duties with Respect to the Issuer. (i)In addition to the duties
of the Administrator set forth above and in the other Related Agreements, the
Administrator shall perform such calculations (and in such capacity is hereby
appointed the "Calculation Agent" for the Issuer) and shall prepare for
execution by the Issuer or the Eligible Lender Trustee or shall cause the
preparation by other appropriate Persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to
the Related Agreements, and at the request of the Eligible Lender Trustee shall
take all appropriate action that it is the duty of the Issuer to take pursuant
to the Related Agreements. Subject to Section 5 of this Agreement, and in
accordance with the directions of the Eligible Lender Trustee, the Administrator
shall administer, perform or supervise the performance of such other activities
in connection with the Collateral (including the Related Agreements) as are not
covered by any of the foregoing provisions and as are expressly requested by the
Eligible Lender Trustee and are reasonably within the capability of the
Administrator.

            (ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for promptly
notifying the Eligible Lender Trustee in the event that any withholding tax is
imposed on the Issuer's payments (or allocations of income) to the Owner as
contemplated in Section 5.01(c) of the Trust Agreement. Any such notice shall
specify the amount of any withholding tax required to be withheld by the
Eligible Lender Trustee pursuant to such provision.

            (iii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
performance of the duties of the Eligible Lender Trustee set forth in Section
5.04 of the Trust Agreement with respect to, among other things, the preparation
of any required tax forms; provided, however, that the Eligible Lender Trustee
shall retain responsibility for the distribution of all reports and forms
necessary to enable the holder of the Certificate to prepare its Federal and
state income tax returns.

            (iv) The Administrator shall perform the duties of the Administrator
specified in Section 10.02 of the Trust Agreement required to be performed in
connection with the resignation or removal of the Eligible Lender Trustee, and
any other duties expressly required to be performed by the Administrator under
the Trust Agreement, the Sale and Servicing Agreement and the other Related
Agreements.

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            (v) The Administrator shall perform the duties of the Eligible
Lender Trustee with respect to Section 10.04 of the Sale and Servicing Agreement
in connection with the sale of any Access Loans by the Issuer.

            (vi) The Administrator shall perform the duties of the Indenture
Trustee with respect to Section 4.04 of the Indenture and Section 9.01(b) of the
Sale and Servicing Agreement in connection with the solicitation of written
instructions from the applicable Noteholders with respect to the exercise of the
Group I Put Option and the Group II Put Option.

            (vii) The Administrator shall calculate the Minimum Acceptable Put
Exercise Option Price for purposes of Section 4.04 of the Indenture and Section
9.01(b) of the Sale and Servicing Agreement and shall notify the Indenture
Trustee in writing of the results of such calculations.

            (viii) The Administrator shall be the Calculation Agent under each
of the Group I and Group II Put Option Agreements and determine the calculation
of Fair Market Value with respect to the Group I and Group II Student Loans, as
the case may be, as forth in Section 5 of each of the Put Option Agreements.

            (ix) The Administrator shall be the Calculation Agent under each of
the Group I and Group II Basis Risk Cap Agreements, the Group II Cap Agreement
and shall give notice to the Cap Provider and Cap Counterparty, as applicable,
pursuant to Sections 5.04(c) and 5.04(d), respectively, of the Sale and
Servicing Agreement when payments are due to the Issuer under each of the Basis
Risk Cap Agreements or the Group II Cap Agreement, as applicable.

            (x) The Administrator shall be the Calculation Agent under the Group
I Interest Rate Swap and shall give notice to the Swap Counterparty and the
Indenture Trustee, with a copy to the Securities Insurer, of the amounts of the
Net Trust Swap Payment and the Net Trust Swap Receipt with respect to each
Distribution Date, pursuant to Section 5.04(c) of the Sale and Servicing
Agreement, and whether a Net Payment is due to the Swap Counterparty, or a Net
Receipt is due to the Issuer, and the amounts thereof; in addition, the
Administrator shall deliver all notices, on behalf of the Issuer, required to be
delivered by the Issuer under the Group I Interest Rate Swap.

            (xi) The Administrator agrees to provide notice on behalf of the
Issuer to all other parties and the Rating Agencies of the occurrence of any
event requiring such notice under each of the Basic Documents.

            (xii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however, that the
terms of any such transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the Administrator's
opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.

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            (c) Duties of the Administrator, as Administrator. The Administrator
agrees to perform all duties to be performed by the Administrator as set forth
in this Agreement, the Sale and Servicing Agreement and each of the other Basic
Documents.

            (d) Non-Ministerial Matters. With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Eligible Lender Trustee,
the Securities Insurer and the Swap Counterparty of the proposed action and none
of the Eligible Lender Trustee, the Securities Insurer and the Swap Counterparty
shall have withheld consent or provided an alternative direction. For the
purpose of the preceding sentence, "non-ministerial matters" shall include:

            (i) [Reserved];

            (ii) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection of the Financed Student Loans);

            (iii) the amendment, supplement, change or modification to any of
the Basic Documents;

            (iv) the appointment of successor Note Registrars, successor Paying
Agents and successor Indenture Trustees pursuant to the Indenture or the
appointment of Successor Administrators or Successor Master Servicers, or the
consent to the assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and

            (v) the removal of the Indenture Trustee.

            (e) Exceptions. Notwithstanding anything to the contrary in this
Agreement, except as expressly provided herein or in the other Basic Documents,
the Administrator shall not be obligated to, and shall not, (i) make any
payments to the holders of the Notes under the Related Agreements, (ii) sell the
Indenture Trust Estate pursuant to Section 5.04 of the Indenture, (iii) take any
other action that the Issuer directs the Administrator not to take on its
behalf, (iv) in connection with its duties hereunder assume any indemnification
obligation of any other Person or (v) service the Financed Student Loans.

            2. Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer at any time
during normal business hours.

            3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $[ ] per
quarter payable in arrears on each Distribution Date, which shall be solely an
obligation of the Issuer, and which fee shall be allocated between the Group I
and Group II Notes based on the ratio their respective Outstanding Amounts bear
to the Outstanding Amounts of all the Notes, and which amounts shall be paid as
provided for under the Sale and Servicing Agreement. The Administrator hereby
agrees, for the benefit of the Issuer

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and from part of its compensation received hereunder, to pay the Eligible Lender
Trustee and the Indenture Trustee their respective fees owed pursuant to the
Trust Agreement and the Indenture, as applicable, in the amounts set forth in
separate agreements between the Administrator and each of the Eligible Lender
Trustee and the Indenture Trustee.

            4. Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

            5. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Eligible Lender Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Eligible Lender Trustee in any way and shall not otherwise be deemed an agent of
the Issuer or the Eligible Lender Trustee.

            6. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and either of the Issuer or the Eligible Lender
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

            7. Other Activities of Administrator. Nothing herein shall prevent
the Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Eligible Lender Trustee or the
Indenture Trustee.

            8. Term of Agreement; Resignation and Removal of Administrator. (a)
This Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.

            (b) The provisions of Article VI and Article VIII of the Sale and
Servicing Agreement relating to the resignation or removal of the Administrator
and the failure of the Administrator to perform its duties under this Agreement
or under the Sale and Servicing Agreement are hereby incorporated by reference
herein.

            9. Action upon Termination, Resignation or Removal. Promptly upon
the effective date of termination of this Agreement pursuant to Section 8(a) or
the resignation or removal of the Administrator pursuant to Section 8(b) and the
Sale and Servicing Agreement, the Administrator shall be entitled to be paid all
fees accruing to it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the
resignation or removal of the

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Administrator, the Administrator shall cooperate with the Issuer and take all
reasonable steps requested to assist the Issuer in making an orderly transfer of
the duties of the Administrator.

            10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:

            (a) if to the Issuer or the Eligible Lender Trustee, to

                           KeyCorp Student Loan Trust [ ]
                           c/o [ ]
                           [ ]
                           Attention: Corporate Trust Administration

            (b) if to the Administrator, to

                           Key Bank USA, National Association
                           800 Superior Avenue, 4th Floor
                           Cleveland, Ohio  44114
                           Attention:   Key Education Resources
                                        Keycorp Student Loan Trust [ ]

            (c) if to the Indenture Trustee, to

                           [ ]
                           [ ]
                           Attention: [ ] - ABS

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.

            11. Amendments. This Agreement may be amended from time to time for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the holders of any Class of Notes: (A) provided that no Securities Insurer
Payment Default has occurred and is continuing, by a written amendment duly
executed and delivered by the Issuer, the Administrator and the Indenture
Trustee, with the written consent of the Eligible Lender Trustee, the Swap
Counterparty and the Securities Insurer (such consent not to be unreasonably
withheld), without the consent of the Noteholders and the Certificateholder; or
(B) in the event that a Securities Insurer Payment Default has occurred and is
continuing, by a written amendment duly executed and delivered by the Issuer,
the Administrator and the Indenture Trustee, with the written consent of the
Eligible Lender Trustee, the Swap Counterparty, and either (1) without the
consent of any Noteholders; provided that a confirmation is received from each
Rating Agency that such amendment will not result in the downgrading of the then
current ratings of any of the Notes, together with an Opinion of Counsel of the
Administrator (who shall not be an employee of KBUSA or any of its Affiliates)
regarding the lack of changes to any legal rights and remedies of the
Noteholders or (2) with the consent of: (a) a majority in interest of the

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Group I Controlling Noteholders (but only with respect to any amendments
affecting the Group I Student Loans or the Group I Notes, as applicable, as
evidenced by an Opinion of Counsel of the Administrator (who shall not be an
employee of KBUSA or any of its Affiliates) regarding the lack of changes to any
legal rights and remedies of the Group I Noteholders and a confirmation from
each Rating Agency that such amendment will not result in the reduction or
withdrawal of the then current ratings of any of the Group I Notes and/or (b) a
majority in interest of the Group II Controlling Noteholders (but only with
respect to any amendments affecting the Group II Student Loans or the Group II
Notes, as applicable, as evidenced by an Opinion of Counsel of the Administrator
(who shall not be an employee of KBUSA or any of its Affiliates) regarding the
lack of changes to any legal rights and remedies of the Group II Noteholders and
a confirmation from each Rating Agency that such amendment will not result in
the downgrading of the then current ratings of any of the Group II Notes);
provided, however, that no such amendment shall (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments with respect to Group I or Group II Student Loans or distributions that
shall be required to be made for the benefit of the holders of Group I or Group
II Notes or (ii) amend aforesaid percentage of the Outstanding Amount of the
related Class or Classes of Notes, which are required to consent to any such
amendment, without the consent of all outstanding holders of all Classes of
Notes affected by such amendment. Notwithstanding anything to the contrary
contained in the Indenture or the Trust Agreement, such rights of consent
granted to the holders of the Notes contained in clauses (i) and (ii) of this
proviso shall not be exercisable by the Group I Controlling Parties on behalf of
the all of the Group I Noteholders or the Securities Insurer on behalf of all of
the Group II Noteholders. Notwithstanding the foregoing, the Administrator may
not amend this Agreement without the permission of the Depositor, which
permission shall not be unreasonably withheld. Prior to the execution of any
such amendment, the Administrator shall furnish written notification of the
substance of such amendment to each of the Rating Agencies.

            12. Successors and Assigns. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 6.06 and 6.09 of the Sale and
Servicing Agreement, this Agreement may not be assigned by the Administrator.
Subject to the foregoing, this Agreement shall bind any successors or assigns of
the parties hereto.

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

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

            15. Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall together constitute but one and the same
agreement.

            16. Severability. Any provision of this Agreement that is prohibited
or

                                      -10-
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unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

            17. Not Applicable to Key Bank USA, National Association in Other
Capacities. Nothing in this Agreement shall affect any obligation Key Bank USA,
National Association may have in any other capacity under the Basic Documents.

            18. Provisions of Sale and Servicing Agreement Control. The
provisions of the Sale and Servicing Agreement relating to the Administrator and
to this Agreement shall in all events govern and are hereby incorporated herein
and, to the extent any provision herein shall be inconsistent with any such
provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement
shall govern.

            19. Limitation of Liability of Eligible Lender Trustee and Indenture
Trustee. (a) Notwithstanding anything contained herein to the contrary, except
as provided in subsection (c) of this section, this instrument has been
countersigned by [ ] not in its individual capacity but solely in its capacity
as Eligible Lender Trustee of the Issuer and subject to the succeeding
paragraph, in no event shall [ ], in its individual capacity, [ ] or any Owner
of the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer that are free of the
lien of the Indenture. For all purposes of this Agreement, 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 Articles VI, VII and VIII of the Trust Agreement. In addition to the
foregoing, the Indenture Trustee shall be entitled to the same rights,
protections and immunities afforded to it under the Indenture as if specifically
set forth herein.

            (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by [ ] not in its individual capacity but
solely as Indenture Trustee and in no event shall [ ] have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer.

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

            20. Third-Party Beneficiaries. The Eligible Lender Trustee, the Swap
Counterparty and the Securities Insurer are third-party beneficiaries to this
Agreement and are

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<PAGE>

entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if they were parties hereto.

                                      -12-
<PAGE>

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

                                         KEYCORP STUDENT LOAN TRUST [ ]

                                            By:[ ],
                                            not in it individual capacity but
                                            solely as Eligible Lender Trustee,

                                               By:______________________________
                                               Name:
                                               Title:

                                         [ ], not in its
                                         individual capacity but solely as
                                         Indenture Trustee,

                                             By:________________________________
                                             Name:
                                             Title:

                                         KEY BANK USA, NATIONAL ASSOCIATION,
                                         As Administrator,

                                             By:________________________________
                                             Name:
                                             Title:

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