Common use of STATEMENT OF INSURANCE Clause in Contracts

STATEMENT OF INSURANCE. The Certificate Insurer has issued the Certificate Insurance Policy containing the following provisions, such Certificate Insurance Policy being on file at the offices of the Trustee at 000 Xxxx 0xx Xxxxxx, Xx. Xxxx, Minnesota 55101. The Certificate Insurer, in consideration of the payment of the premium and subject to the terms of the Certificate Guaranty Insurance Policy (the "Certificate Insurance Policy"), 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 by U.S. Bank National Association, or its successors, as trustee for the Owners (the "Trustee"), on behalf of the Owners 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 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 the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A Certificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). 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 (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) 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 Class A Certificates against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) 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 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 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 under the Certificate Insurance Policy 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 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 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 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 under the Certificate Insurance Policy unless otherwise stated 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 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 the Certificate Insurance Policy. As used in the Certificate Insurance Policy, the following terms shall have the following meanings:

STATEMENT OF INSURANCE. The Certificate Bond Insurer has issued the Certificate Bond Insurance Policy containing the following provisionsprovisions with respect to the Bonds, such Certificate Insurance Policy policy being on file at the offices principal office of the Trustee at 000 Xxxx 0xx XxxxxxTrustee, Xxas paying agent: The Bond Insurer hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal and interest on the Bonds which is then due for payment and which the Authority shall have failed to provide. XxxxDue for payment means, Minnesota 55101. The Certificate Insurerwith respect to principal, in consideration of the Maturity Date and does not refer to any earlier date on which the payment of principal of the premium Bonds is due by reason of call for redemption, acceleration or other advancement of maturity, and subject with respect to interest, the 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 Bondholder or the Trustee to the Bond Insurer that the required payment of principal or interest (as applicable) has not been made by the Authority to the Trustee, the Bond Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Fiscal Agent, sufficient to make the portion of such payment not paid by the Authority. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder’s right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder’s right to such payment in the Bond Insurer, the Fiscal Agent will disburse such amount to the Bondholder. As used herein the term “Bondholder” means the person other than the Authority or the Company who at the time of nonpayment of a Bond is entitled under the terms of the Certificate Guaranty such Bond to payment thereof. The Bond Insurance Policy (the "Certificate Insurance Policy"), thereby unconditionally and irrevocably guarantees to is non-cancelable for any Owner (as defined below) that an amount equal to each full and complete Insured Payment will be received by U.S. Bank National Association, or its successors, as trustee for the Owners (the "Trustee"), on behalf of the Owners from the Certificate Insurer, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Paymentreason. The Certificate Insurer's obligations 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 Trusteefollowing abbreviations, whether or not such funds are properly applied by the Trustee. Insured Payments shall be made only at the time set forth in the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A Certificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). 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 (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) 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 Class A Certificates against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) 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 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 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 under the Certificate Insurance Policy 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 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 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 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 under the Certificate Insurance Policy unless otherwise stated 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 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 the Certificate Insurance Policy. As when used in the Certificate Insurance Policyinscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common UNIF GIFT MIN ACT TEN ENT — as tenants by the following terms shall have the following meanings:entireties Custodian JT TEN — as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) Additional abbreviations may also be used though not in list above.

STATEMENT OF INSURANCE. The Certificate Insurer MBIA Insurance Corporation (the “Insurer”) has issued the Certificate Insurance Policy a policy containing the following provisions, such Certificate Insurance Policy policy being on file at the offices of the Trustee at 000 Xxxx 0xx XxxxxxJPMorgan Chase Bank in New York, Xx. XxxxNew York: OBLIGATIONS: $374,980,000 KeyCorp Student Loan Trust 2003-A, Minnesota 55101. Asset-Backed Notes, Class II-A-1, Class II-A-2 and Class II-B The Certificate Insurer, in consideration of the payment of the premium and subject to the terms of the Certificate this Group II Insured Notes Guaranty Insurance Policy (the "Certificate Insurance this “Policy"”), thereby hereby 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 U.S. Bank National AssociationJPMorgan Chase Bank, or its successors, as trustee for the Owners (the "“Trustee"”), on behalf of the Owners from the Certificate InsurerOwners, for distribution by the Trustee to each Owner of each Owner's ’s proportionate share of the Insured Payment. The Certificate Insurer's ’s obligations under the Certificate Insurance Policy 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 the Certificate Insurance Policy this Policy, and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A CertificatesObligations, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance 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. 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 (ia) a certified copy of the order requiring the return of a preference payment, (iib) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iiic) 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 Class A Certificates Obligations against the debtor which made such preference payment or otherwise with respect to such preference payment and (ivd) 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 Class A Certificates Obligations 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 under the Certificate Insurance Policy hereunder 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 Certificate Insurer 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 under the Certificate Insurance Policy hereunder, 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 under the Certificate Insurance Policy hereunder, unless otherwise stated therein 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 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 Policy. Subject to the Certificate Insurance Policyterms 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 in the Certificate Insurance Policyherein, the following terms shall have the following meanings:

STATEMENT OF INSURANCE. The Certificate Insurer has issued MBIA Insurance Corporation (the Certificate Insurance Policy containing the following provisions, such Certificate Insurance Policy being on file at the offices of the Trustee at 000 Xxxx 0xx Xxxxxx, Xx. Xxxx, Minnesota 55101. The Certificate "Bond Insurer"), in consideration of the payment of the premium and subject to the terms of the Certificate Financial Guaranty Insurance Policy (the "Certificate Insurance Policy"), 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 by U.S. State Street Bank National Associationand Trust Company, or its successorssuccessor, as trustee for the Owners Bondholders (the "Indenture Trustee"), on behalf of the Owners Bondholders from the Certificate 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 Certificate Bond Insurer's obligations 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 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 the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A CertificatesBonds (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 Certificate Bond Insurer. Notwithstanding , (ii) any payments to be made on an accelerated basis, unless such acceleration is at the foregoing paragraph, sole option of the Certificate Insurance Policy does not cover Bond Insurer; or (iii) shortfalls, if any, attributable to the liability of 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), (ii) and (iii) above. The Certificate 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 (i) a certified copy of the order requiring the return of a such preference payment, (ii) an opinion of counsel satisfactory to the Certificate Bond Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Bond Insurer, irrevocably assigning to the Certificate Bond Insurer all rights and claims of the Owner to each Bondholder relating to or arising under the Class A Certificates Bonds against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the appointment of the Certificate 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 Certificate Bond 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 Bondholder and not to any Owner Bondholder directly unless such Owner Bondholder has returned principal or interest paid on the Class A Certificates Bonds to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such OwnerBondholder. The Certificate Bond Insurer will pay any other amount payable under the Certificate Insurance Policy no later than 12:00 noon New York City 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 Certificate Bond Insurer or any successor fiscal agent appointed by the Certificate 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 New York City 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 under the Certificate Insurance Policy Policy, it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Certificate 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 under the Certificate Insurance Policy unless otherwise stated 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 Certificate Bond Insurer 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 Certificate Bond Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under the Certificate Insurance Policy. Subject to the terms of the Indenture, the Bond Insurer shall be subrogated to the rights of each Bondholder to receive payments under the Bonds to the extent of any payment by the Bond Insurer under the Policy. As used in the Certificate Insurance Policy, the following terms shall have the following meanings:

STATEMENT OF INSURANCE. The Certificate Security Insurer has issued the Certificate Security Insurance Policy containing the following provisions, such Certificate Security Insurance Policy being on file at the offices of the Trustee at 000 Xxxx 0xx Xxxxxx, Xx. Xxxx, Minnesota 55101_______________________________________. The Certificate Security Insurer, in consideration of the payment of the premium and subject to the terms of the Certificate Security Guaranty Insurance Policy (the "Certificate Security Insurance Policy"), 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 by U.S. Bank National Association__________, or its successorssuccessor, as trustee for the Owners (the "Trustee"), on behalf of the Owners from the Certificate Security Insurer, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Payment. The Certificate Security Insurer's obligations under the Certificate 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 the Certificate Security Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A CertificatesSecurities, unless such acceleration is at the sole option of the Certificate Security Insurer. Notwithstanding the foregoing paragraph, the Certificate Security Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). The Certificate 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 (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Certificate Security Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Security Insurer, irrevocably assigning to the Certificate Security Insurer all rights and claims of the Owner relating to or arising under the Class A Certificates Securities against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the appointment of the Certificate 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 Certificate Security 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 Class A Certificates Securities to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Owner. The Certificate Security Insurer will pay any other amount payable under the Certificate Security Insurance Policy 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 Certificate Security Insurer or any successor fiscal agent appointed by the Certificate 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 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 under the Certificate Security Insurance Policy it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Certificate 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 under the Certificate Security Insurance Policy unless otherwise stated 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 Security 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 Certificate Security Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under the Certificate Security Insurance Policy. As used in the Certificate Security Insurance Policy, the following terms shall have the following meanings:

STATEMENT OF INSURANCE. The Certificate Insurer Financial Guaranty Insurance Company (“Financial Guaranty”) has issued the Certificate Insurance Policy a policy containing the following provisionsprovisions with respect to the Bonds, such Certificate Insurance Policy policy being on file at the offices principal office of Manufacturers and Traders Trust Company, as paying agent (the “Paying Agent”): Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the Trustee at 000 Xxxx 0xx Xxxxxxprincipal or accreted value (if applicable) of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the “Issuer”) shall have failed to provide. Due for payment means, Xx. Xxxxwith respect to principal or accreted value (if applicable), Minnesota 55101. The Certificate Insurerthe stated maturity date thereof, in consideration of or the date on which the same shall have been duly called for mandatory sinking fund redemption, and does not refer to any earlier date on which the payment of principal or accreted value (if applicable) of the premium Bonds is due by reason of call for redemption (other than mandatory sinking fund redemption), acceleration or other advancement of maturity, and subject with respect to interest, the 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 Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal, accreted value or interest (as applicable) has not been made by the Issuer to the terms Paying Agent, Financial Guaranty on the due date of the Certificate Guaranty Insurance Policy (the "Certificate Insurance Policy")such payment or within one business day after receipt of notice of such nonpayment, thereby unconditionally and irrevocably guarantees to any Owner (as defined below) that whichever is later, will make a deposit of funds, in an amount equal to each full and complete Insured Payment will be received by account with U.S. Bank Trust National Association, or its successors, successor as trustee for the Owners its agent (the "Trustee"“Fiscal Agent”), on behalf sufficient to make the portion of the Owners from the Certificate Insurer, for distribution such payment not paid by the Trustee Issuer. Upon presentation to each Owner of each Owner's proportionate share of the Insured Payment. The Certificate Insurer's obligations 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 the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A Certificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). 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 (i) a certified copy evidence satisfactory to it of the order requiring the return Bondholder’s right to receive such payment and any appropriate instruments of a preference payment, (ii) an opinion assignment required to vest all of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) 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 Class A Certificates against the debtor which made such preference payment or otherwise with respect Bondholder’s right to such preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such preference paymentFinancial Guaranty, such instruments being in a form satisfactory to the Certificate 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 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 under the Certificate Insurance Policy 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 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 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 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 under the Certificate Insurance Policy unless otherwise stated therein will be disbursed by the Fiscal Agent disburse such amount 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 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 the Certificate Insurance Policy. As used in the Certificate Insurance Policy, the following terms shall have the following meanings:Bondholder.

STATEMENT OF INSURANCE. The Certificate Insurer Financial Guaranty Insurance Company (the “Insurer”) has issued the Certificate Insurance Policy a surety bond containing the following provisionsprovisions with respect to this Note, such Certificate Insurance Policy policy being on file at the offices Corporate Trust Office of the Trustee Trustee, as paying agent (the “Paying Agent”): The Insurer hereby unconditionally and irrevocably agrees to pay for disbursement to the Holders that portion of the principal 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, with respect to 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 000 Xxxx 0xx Xxxxxxits option) to redeem this Note pursuant to Section 3.4 of the Indenture at the option of the representative of any deceased Beneficial Owner of this Note, Xx. Xxxx, Minnesota 55101. The Certificate Insurer, in consideration of and does not refer 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), acceleration or other advancement of maturity, and with respect to interest on this Note, the premium and subject 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 Paying Agent to the terms Insurer that the required payment of the Certificate Guaranty Insurance Policy (the "Certificate Insurance Policy"), thereby unconditionally and irrevocably guarantees to any Owner principal or interest (as defined belowapplicable) that has not been made by the Company or the Guarantors to the Paying Agent, the Insurer on the due date of such payment or, within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds in an amount equal to each full and complete Insured Payment will be received by account with U.S. Bank Trust National Association, or its successors, successor as trustee for the Owners its agent (the "Trustee"“Fiscal Agent”), on behalf sufficient to make the portion of the Owners from the Certificate Insurer, for distribution such payment not paid by the Trustee Company and the Guarantors. Upon presentation to each Owner of each Owner's proportionate share of the Insured Payment. The Certificate Insurer's obligations 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 the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A Certificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). 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 (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel 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 the Certificate Insurer that such order is final and not subject to appeal, (iii) 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 Class A Certificates against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) 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 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 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 under the Certificate Insurance Policy 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 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 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 under the Certificate Insurance Policy it shall be deemed not will disburse such amount 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 under the Certificate Insurance Policy unless otherwise stated 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 each such Insured Payment and legally available therefor. The Fiscal Agent is the agent of the Certificate 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 Certificate Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under the Certificate Insurance Policy. As used in the Certificate Insurance Policy, the following terms shall have the following meanings:Holder.

STATEMENT OF INSURANCE. The Certificate Bond Insurer has issued the Certificate Bond Insurance Policy containing the following provisionsprovisions with respect to the Bonds, such Certificate Insurance Policy policy being on file at the offices principal office of the Trustee at 000 Xxxx 0xx XxxxxxTrustee, Xxas paying agent: The Bond Insurer hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal and interest on the Bonds which is then due for payment and which the Authority shall have failed to provide. XxxxDue for payment means, Minnesota 55101. The Certificate Insurerwith respect to principal, in consideration of the Maturity Date and does not refer to any earlier date on which the payment of principal of the premium Bonds is due by reason of call for redemption, acceleration or other advancement of maturity, and subject with respect to interest, the 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 Bondholder or the Trustee to the Bond Insurer that the required payment of principal or interest (as applicable) has not been made by the Authority to the Trustee, the Bond Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Fiscal Agent, sufficient to make the portion of such payment not paid by the Authority. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder’s right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder’s right to such payment in the Bond Insurer, the Fiscal Agent will disburse such amount to the Bondholder. As used herein the term “Bondholder” means the person other than the Authority or the Company who at the time of nonpayment of a Bond is entitled under the terms of the Certificate Guaranty such Bond to payment thereof. The Bond Insurance Policy (the "Certificate Insurance Policy"), thereby unconditionally and irrevocably guarantees to is non-cancellable for any Owner (as defined below) that an amount equal to each full and complete Insured Payment will be received by U.S. Bank National Association, or its successors, as trustee for the Owners (the "Trustee"), on behalf of the Owners from the Certificate Insurer, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Paymentreason. The Certificate Insurer's obligations 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 Trusteefollowing abbreviations, whether or not such funds are properly applied by the Trustee. Insured Payments shall be made only at the time set forth in the Certificate Insurance Policy and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A Certificates, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). 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 (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) 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 Class A Certificates against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) 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 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 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 under the Certificate Insurance Policy 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 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 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 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 under the Certificate Insurance Policy unless otherwise stated 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 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 the Certificate Insurance Policy. As when used in the Certificate Insurance Policyinscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common UNIF GIFT MIN ACT TEN ENT — as tenants by the following terms shall have the following meanings:entireties Custodian JT TEN — as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) under Uniform Gifts to Minors Act ______________________________ (State) Additional abbreviations may also be used though not in list above.

STATEMENT OF INSURANCE. The Certificate Insurer MBIA Insurance Corporation (the "Insurer") has issued the Certificate Insurance Policy a policy containing the following provisions, such Certificate Insurance Policy policy being on file at the offices of the Trustee at 000 Xxxx 0xx XxxxxxBankers Trust Company in New York, Xx. XxxxNew York: OBLIGATIONS: $635,000,000 KeyCorp Student Loan Trust 2000-B, Minnesota 55101. Floating Rate, Asset-Backed Notes, Class A-1 and Class A-2 The Certificate Insurer, in consideration of the payment of the premium and subject to the terms of the Certificate this Note Guaranty Insurance Policy (the this "Certificate Insurance Policy"), thereby hereby 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 U.S. Bank National AssociationBankers Trust Company, or its successors, as trustee for the Owners (the "Trustee"), on behalf of the Owners from the Certificate InsurerOwners, for distribution by the Trustee to each Owner of each Owner's proportionate share of the Insured Payment. The Certificate Insurer's obligations under the Certificate Insurance Policy 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 the Certificate Insurance Policy this Policy, and no accelerated Insured Payments shall be made regardless of any acceleration of the Class A CertificatesObligations, unless such acceleration is at the sole option of the Certificate Insurer. Notwithstanding the foregoing paragraph, the Certificate Insurance 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 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 (ia) a certified copy of the order requiring the return of a preference payment, (iib) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iiic) 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 Class A Certificates Obligations against the debtor which made such preference payment or otherwise with respect to such preference payment and (ivd) 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 Class A Certificates Obligations 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 under the Certificate Insurance Policy hereunder 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 Certificate Insurer 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 under the Certificate Insurance Policy hereunder, 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 under the Certificate Insurance Policy hereunder, unless otherwise stated therein 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 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 Policy. Subject to the Certificate Insurance Policyterms 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 in the Certificate Insurance Policyherein, the following terms shall have the following meanings: