Common use of STATEMENT OF INSURANCE Clause in Contracts

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:

STATEMENT OF INSURANCE. The MBIA Insurance Corporation (the "Insurer") Security Insurer has issued a policy the Security Insurance Policy containing the following provisions, such policy Security Insurance 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 offices of the Trustee at _______________________________________. The Security Insurer, in consideration of the payment of the premium and subject to the terms of this Note the Security Guaranty Insurance Policy (this the "Security Insurance Policy"), hereby thereby 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 successorssuccessor, as trustee for the Owners (the "Trustee"), on behalf of the OwnersOwners from the Security Insurer, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Payment. The Security Insurer's obligations hereunder under the Security Insurance Policy 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, the Security Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the ObligationsSecurities, unless such acceleration is at the sole option of the Security Insurer. Notwithstanding the foregoing paragraph, this the Security Insurance 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 Security 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 (ai) a certified copy of the order requiring the return of a preference payment, (bii) an opinion of counsel satisfactory to the Security Insurer that such order is final and not subject to appeal, (ciii) an assignment in such form as is reasonably required by the Security Insurer, irrevocably assigning to the Security Insurer all rights and claims of the Owner relating to or arising under the Obligations Securities against the debtor which made such preference payment or otherwise with respect to such preference payment and (div) appropriate instruments to effect the appointment of the Security Insurer as agent for such Owner in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Security Insurer, provided that if such documents are received after 12:00 noon, New York City time, ___________________ 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 Securities to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Owner. The Security Insurer will pay any other amount payable hereunder under the Security Insurance Policy no later than 12:00 noon, New York City time, ___________________ 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, Security Insurer or any successor fiscal agent appointed by the Security 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, _______________ 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, under the Security Insurance Policy it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Security 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, under the Security Insurance Policy unless otherwise stated herein, therein 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 Security Insurer only, 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 Security Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this the Security Insurance 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 hereinin the Security Insurance Policy, the following terms shall have the following meanings:

STATEMENT OF INSURANCE. The MBIA Financial Guaranty Insurance Corporation Company (the "“Insurer"”) has issued a policy surety bond containing the following provisionsprovisions with respect to this Note, such policy being on file at Bankers the Corporate 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 Office of the payment of Trustee, as paying agent (the premium and subject to the terms of this Note Guaranty Insurance Policy (this "Policy"), “Paying Agent”): The Insurer hereby unconditionally and irrevocably guarantees agrees to any Owner pay for disbursement to the Holders 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 portion of the Ownersprincipal of and interest on this Note which is then Due for Payment and which the Company and the Guarantors shall have failed to provide. Due for Payment means, 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 principal of this Note, the Stated Maturity Date of this Note or the date on which the Issuer is required (as opposed to merely agreeing at its option) to redeem this Note pursuant to Section 3.4 of 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 Indenture 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 paragraphrepresentative of any deceased Beneficial Owner of this Note, this Policy and does not cover shortfallsrefer to any other earlier date on which the payment of principal of this Note is due by reason of call for redemption (other than described above), if anyacceleration or other advancement of maturity, attributable and with respect to the liability of the Issuerinterest on this Note, the Trust stated date for payment of such interest. Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Holder 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 Paying 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 the required payment of principal or interest (as applicable) has not been made by the Company or the Guarantors to the Paying Agent, the Insurer on the due date of such order payment or, within one business day after receipt of notice of such nonpayment, whichever is final later, will make a deposit of funds in an account with U.S. Bank Trust National Association, or its successor as its agent (the “Fiscal Agent”), sufficient to make the portion of such payment not paid by the Company and not subject the Guarantors. Upon presentation to appeal, (c) an the Fiscal Agent of evidence satisfactory to it of any Holder’s right to receive such payment and any appropriate instruments of assignment required to vest all of such Holder’s right to such payment 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 will disburse such amount 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 each 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:Holder.

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: $550,000,000 635,000,000 KeyCorp Student Loan Trust 2000-AB, 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:

STATEMENT OF INSURANCE. The MBIA Insurance Corporation (the "Bond 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 the Financial Guaranty Insurance Policy (this the "Policy"), hereby thereby unconditionally and irrevocably guarantees to any Owner Bondholder (as defined below) that an amount equal to each full and complete Insured Payment (as defined below) will be received from the Insurer by Bankers State Street Bank and Trust Company, or its successorssuccessor, as trustee for the Owners Bondholders (the "Indenture Trustee"), on behalf of the OwnersBondholders from the Bond Insurer, for distribution by the Indenture Trustee to each Owner of each Owner's proportionate share Bondholder in accordance with the terms of the Insured PaymentIndenture. The Bond Insurer's obligations hereunder under the Policy with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee. Insured Payments shall be made only at the time set forth in this Policy, the Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the ObligationsBonds (including without limitation, an optional redemption). Notwithstanding the foregoing paragraph, the Policy does not cover (i) optional or mandatory redemptions, unless such acceleration is at the sole option of the Bond Insurer. Notwithstanding , (ii) any payments to be made on an accelerated basis, unless such acceleration is at the foregoing paragraph, this Policy does not cover sole option of the Bond Insurer; or (iii) shortfalls, if any, attributable to the liability of the Issuer, the Trust or the Indenture Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability) or any preference relating to such items in (i). This Policy does not cover, (ii) and Insured Payments shall not include, any Noteholders' Interest Index Carryover(iii) above. The Bond Insurer will pay any Insured Payment that is a Preference Amount (as described below) on the Business Day following receipt on a Business Day by the Fiscal Agent (as described defined below) of (ai) a certified copy of the order requiring the return of a such preference payment, (bii) an opinion of counsel satisfactory to the Bond Insurer that such order is final and not subject to appeal, (ciii) an assignment in such form as is reasonably required by the Bond Insurer, irrevocably assigning to the Bond Insurer all rights and claims of the Owner to each Bondholder relating to or arising under the Obligations Bonds against the debtor which made such preference payment or otherwise with respect to such preference payment and (div) appropriate instruments to effect the appointment of the Bond Insurer as agent for such Owner Bondholder in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Bond Insurer, provided that if such documents are received after 12:00 noon, noon New York City time, 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 Bondholder and not to any Owner Bondholder directly unless such Owner Bondholder has returned principal or interest paid on the Obligations Bonds to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such OwnerBondholder. The Bond Insurer will pay any other amount payable hereunder under the Policy no later than 12:00 noon, noon New York City time, time on the later of the Distribution Payment Date on which the related Deficiency Amount is due or the third second 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, Bond Insurer or any successor fiscal agent appointed by the Bond Insurer (the "Fiscal Agent"), of a Notice of Non-Payment (as described below), ; provided that if such Notice of Non-Payment is received after 12:00 noon, noon New York City time, time on such Business Day, it will be deemed to be received on the following Business Day. If any such Notice of Non-Payment received by the Fiscal Agent is not in proper form or is otherwise insufficient for the purpose of making a claim hereunderunder the Policy, it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Bond Insurer or the Fiscal Agent, as the case may be, shall promptly so advise the Indenture Trustee and the Indenture Trustee may submit an amended NoticeNotice of Non-Payment. Insured Payments due hereunder, under the Policy unless otherwise stated herein, therein will be disbursed by the Fiscal Agent to the Indenture Trustee on behalf of the Owners Bondholders 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 Indenture Trustee for the payment of such Insured Payment and legally available therefor. The Fiscal Agent is the agent of the Bond Insurer only, only and the Fiscal Agent shall in no event be liable to Owners Bondholders for any acts of the Fiscal Agent or any failure of the Bond Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this the Policy. Subject to the terms of the AgreementIndenture, the Bond Insurer shall be subrogated to the rights of each Owner Bondholder to receive payments under the Obligations Bonds to the extent of any payment by the Bond Insurer hereunderunder the Policy. As used hereinin the Policy, the following terms shall have the following meanings:

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 JPMorgan Chase Bank in New York, New York: OBLIGATIONS: $550,000,000 374,980,000 KeyCorp Student Loan Trust 20002003-A, Floating Rate, Asset-Backed Notes, Class A-1 II-A-1, Class II-A-2 and Class A-2 II-B The Insurer, in consideration of the payment of the premium and subject to the terms of this Note Group II Insured Notes 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 CompanyJPMorgan Chase Bank, 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 ’s proportionate share of the Insured Payment. The Insurer's ’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 related Noteholders' ’ Interest Index Carryover. This Policy will only cover the Class II-A-1 Notes, the Class II-A-2 Notes and the Class II-B Notes, and shall only be for the benefit the Group II Insured Noteholders. The holders of any Class of the Group I Notes, the Class II-A-3 Notes or the Class II-A-IO Notes shall have no rights nor be entitled to any benefits of this Policy. 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:

STATEMENT OF INSURANCE. The MBIA Insurance Corporation (the "Insurer") Certificate Insurer has issued a policy the Certificate Insurance Policy containing the following provisions, such policy Certificate Insurance Policy being on file at Bankers Trust Company in New Yorkthe offices of the Trustee at 000 Xxxx 0xx Xxxxxx, New York: OBLIGATIONS: $550,000,000 KeyCorp Student Loan Trust 2000-AXx. Xxxx, Floating Rate, Asset-Backed Notes, Class A-1 and Class A-2 Minnesota 55101. The Certificate Insurer, in consideration of the payment of the premium and subject to the terms of this Note the Certificate Guaranty Insurance Policy (this the "Certificate Insurance Policy"), hereby thereby 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 CompanyFirst Bank National Association, or its successorssuccessor, as trustee for the Owners (the "Trustee"), on behalf of the OwnersOwners from the Certificate Insurer, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Payment. The Certificate Insurer's obligations hereunder under the Certificate Insurance Policy 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, the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the ObligationsCertificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, this the Certificate Insurance 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 Certificate 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 (ai) a certified copy of the order requiring the return of a preference payment, (bii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (ciii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owner relating to or arising under the Obligations Certificates against the debtor which made such preference payment or otherwise with respect to such preference payment and (div) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents dcouments are received after 12:00 noon, noon New York City time, 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 retured principal or interest paid on the Obligations Certificates to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Owner. The Certificate Insurer will pay any other amount payable hereunder payble under the Certificate Insurance Policy no later than 12:00 noon, noon New York City time, 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, Certificate Insurer or any successor fiscal agent appointed by the Certificate Insurer (the "Fiscal Agent"), ) of a Notice (as described below), ; provided that if such Notice is received after 12:00 noon, noon New York City time, 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, under the Certificate Insurance Policy it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Certificate 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, under the Certificate Insurance Policy unless otherwise stated herein, therein 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 Certificate Insurer only, 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 Certificate Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this the Certificate Insurance 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 hereinin the Certificate Insurance Policy, the following terms shall have the following meanings:

STATEMENT OF INSURANCE. The MBIA Insurance Corporation (the "Insurer") Certificate Insurer has issued a policy the Certificate Insurance Policy containing the following provisions, such policy Certificate Insurance Policy being on file at Bankers Trust Company in New Yorkthe offices of the Trustee at 000 Xxxx 0xx Xxxxxx, New York: OBLIGATIONS: $550,000,000 KeyCorp Student Loan Trust 2000-AXx. Xxxx, Floating Rate, Asset-Backed Notes, Class A-1 and Class A-2 Minnesota 55101. The Certificate Insurer, in consideration of the payment of the premium and subject to the terms of this Note the Certificate Guaranty Insurance Policy (this the "Certificate Insurance Policy"), hereby thereby unconditionally and irrevocably guarantees to any Owner (as defined below) that an amount equal to each full and complete Insured Payment will be received from the Insurer by Bankers Trust CompanyU.S. Bank National Association, or its successors, as trustee for the Owners (the "Trustee"), on behalf of the OwnersOwners from the Certificate Insurer, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Payment. The Certificate Insurer's obligations hereunder under the Certificate Insurance Policy 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, the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the ObligationsClass A Certificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, this the Certificate Insurance 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 Certificate 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 (ai) a certified copy of the order requiring the return of a preference payment, (bii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (ciii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owner relating to or arising under the Obligations Class A Certificates against the debtor which made such preference payment or otherwise with respect to such preference payment and (div) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon, noon New York City time, 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 Class A Certificates to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Owner. The Certificate Insurer will pay any other amount payable hereunder under the Certificate Insurance Policy no later than 12:00 noon, noon New York City time, 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, Certificate Insurer or any successor fiscal agent appointed by the Certificate Insurer (the "Fiscal Agent"), ) of a Notice (as described below), ; provided that if such Notice is received after 12:00 noon, noon New York City time, 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, under the Certificate Insurance Policy it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Certificate 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, under the Certificate Insurance Policy unless otherwise stated herein, therein 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 Certificate Insurer only, 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 Certificate Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this the Certificate Insurance 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 hereinin the Certificate Insurance Policy, the following terms shall have the following meanings: