Interest Rate Swap Agreement [1992 ISDA MASTER AGREEMENT (MULTICURRENCY - CROSS BORDER)]

Exhibit 4.5

Interest Rate Swap Agreement

[1992 ISDA MASTER AGREEMENT (MULTICURRENCY - CROSS BORDER)]

Date: June 22, 2000

PARTY A

KEY BANK USA, NATIONAL ASSOCATION

By:    /s/ Xxxxxxx X. Xxxx                
         Name: Xxxxxxx X. Xxxx
         Title: Senior Vice President

PARTY B

KEYCORP STUDENT LOAN TRUST 2000-A

By:  Bank One, National Association, not in its individual
         capacity, but solely as Eligible Lender Trustee

By:    /s/ Xxxxx X. Xxxxxxxxxx                
         Name: Xxxxx X. Xxxxxxxxxx
         Title: Authorized Officer

SCHEDULE
to the
ISDA MASTER AGREEMENT
dated as of
June 22, 2000

between

KEY BANK USA, NATIONAL ASSOCIATION,
a national banking association organized under the laws of the United States
("Party A"),

and
KEYCORP STUDENT LOAN TRUST 2000-A,
a trust organized under the laws of the State of New York
(“Party B”).

Part 1. Termination Provisions

In this Agreement:-

(a) “Specified Entity” means in relation to Party A for the purpose of:-

Section 5(a)(v)
Section 5(a)(vi)
Section 5(a)(vii)
Section 5(b)(iv) Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.

and in relation to Party B for the purpose of:-

Section 5(a)(v)
Section 5(a)(vi)
Section 5(a)(vii)
Section 5(b)(iv) Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.

(b) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement.

(c) “Additional Termination Event” will not apply to Party A and will apply, with respect to Redemption Event only, to Party B. The occurrence of a Redemption Event will constitute an Additional Termination Event in respect of which Party B will be the sole Affected Party.

(d) The provisions of Section 5(a) and Section 5(b) will apply to Party A and to Party B as follows:-

The designation below of an Event of Default as being “Applicable” to a specific party means that upon the occurrence and continuation of such an Event of Default with respect to such party, the other party shall have the right of a Non-defaulting Party to designate an Early Termination Date for the Sole Transaction (as defined below) under Section 6 of this Agreement, and conversely, the designation of an Event of Default as being “Not Applicable” to a party means that upon the occurrence and continuation of such an Event of Default with respect to such party, the other party shall not have the right to designate an Early Termination Date for the Sole Transaction with respect to such event under Section 6 of this Agreement.

Section 5(a)

(i)      "Failure to Pay or Deliver" Party A

Applicable. Party B

“Failure to Pay or Deliver” is Applicable to Party B; provided that Party B has funds available to make payments in accordance with the terms of the Indenture and the Trustee has failed to make any such payments in violation of the terms of the Indenture.

(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix) "Breach of Agreement"
"Credit Support Default"
"Misrepresentation"
"Default under Specified Transaction"
"Cross Default"
"Bankruptcy"
"Merger Without Assumption"
"Additional Event of Default" specified in Part 1(h) (Acceleration of Notes) Applicable.
Applicable.
Applicable.
Not Applicable.
Not Applicable.
Applicable.
Applicable.
Not Applicable. Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
Applicable.
Not Applicable.
Applicable

Section 5(b)

Neither party shall be entitled to designate an Early Termination Date as a result of the occurrence and continuation of an event described in Section 5(b)(iii) (Tax Event Upon Merger).

(e) Payments on Early Termination. For the purpose of Section 6(e):-

(i) Except as provided in Appendix I (Redemption of Notes) Market Quotation will apply.

(ii) The Second Method will apply.

(f) "Termination Currency" means United States Dollars ("USD").

(g) The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A or Party B.

(h) Additional Event of Default. Section 5(a) of this Agreement is hereby amended by: (i) deleting the word "or" at the end of Section 5(a)(vii), (ii) deleting the period at the end of Section 5(a)(viii) and adding "; or" at the end thereof and (iii) adding the following language at the end of Section 5(a):

“(ix) Additional Event of Default. The principal of any class of Notes shall have been declared or become immediately due and payable in accordance with the terms of the Indenture (an “Acceleration of Notes”) following an “event of default” thereunder (it being understood that such event will constitute an Event of Default solely with respect to Party B).”

Part 2. Tax Representations.

(a) Payer Tax Representations. For the purposes of Section 3(e), neither Party A, nor Party B makes any representations.

(b) Payee Tax Representations.

(i) For the purposes of Section 3(f), Party A makes the following representations:

It is a national banking association duly organized and existing under the laws of the United States.

(ii) For the purposes of Section 3(f), Party B makes the following representations:

It is a trust duly organized and existing under the laws of the Delaware.

Part 3. Agreement to Deliver Documents

(a) For the purpose of Section 4(a):

Tax forms, documents, or certificates to be delivered are:

Party B and Party A each agree to complete (accurately and in a manner reasonably satisfactory to the other Party), execute, and deliver to such other Party a United States Internal Revenue Service Form W-9, or any successor form, which will certify that such Party is not subject to backup withholding (i) on a date which is before the first Scheduled Payment Date under this Agreement (the “Form W-9 Submission Date”), and thereafter prior to the end of the calendar year in which the second anniversary of the Form W-9 Submission Date occurs, and thereafter prior to the end of each successive three calendar year period, (ii) promptly upon reasonable demand by a Party, and (iii) promptly upon learning that any such form previously provided by a Party has become obsolete or incorrect.

(b) Other documents to be delivered are:

Party
required to
deliver Form/Document/Certificate Date by
which to be
delivered Covered by
Section 3(d)
Representation

Party A and Party B Evidence of authority of the party to enter into this Agreement and the Sole Transaction (as defined in Part 5(a)) contemplated hereby and of the signatory for such party to this Agreement and the Confirmation of such Sole Transaction. Upon execution of this Agreement Yes

Party A Copy of the most recent Call Report filed by Party A with the Office of the Comptroller of the Currency. Promptly following reasonable demand by Party B Yes

Part 4. Miscellaneous

(a) Addresses for Notices. For the purpose of Section 12(a):

Address for notices or communications to Party A:

Address: Key Bank USA, National Association
M.C. OH-01-27-0405
000 Xxxxxx Xxxxxx - 0xx Xxxxx
Xxxxxxxxx, Xxxx 00000

Attention:
Telephone:
Facsimile: Trading Desk - Manager, Interest Rate Derivatives
(000) 000-0000
(000) 000-0000

Address for notices or communications to Party B:

Address: KeyCorp Student Loan Trust 2000-A
c/o Bank One National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000

Attention:
Telephone:
Facsimile: Corporate Trust Services
(000) 000-0000
(000) 000-0000

with a copy to the Administrator (as such term is defined in Appendix A to the Sale and Servicing Agreement dated as of June 1, 2000, among Key Bank USA, National Association, as seller, administrator and master servicer, KeyCorp Student Loan Trust 2000-A, as issuer, and Bank One, National Association, as eligible lender trustee (the "Sale and Servicing Agreement")) in the event that Key Bank USA, National Association ceases to be the Administrator.

Address for notices or communications to the Securities Insurer:

Address: MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000

Attention:
Telephone:
Facsimile: Insured Portfolio Management-SF
(000) 000-0000
(000) 000-0000

(b) Process Agent. For the purpose of Section 13(c):

Party A appoints as its Process Agent: Not applicable.

Party B appoints as its Process Agent: Not applicable.

(c) Offices. The provisions of Section 10(a) will apply to this Agreement.

(d) Multibranch Party. For the purpose of Section 10(c):

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is the Administrator.

(f) Credit Support Document. Details of any Credit Support Document, each of which are incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation: Not applicable.

(g) Credit Support Provider. Credit Support Provider means, in relation to Party A, not applicable. Credit Support Provider means in relation to Party B, not applicable.

(h) Governing Law. This Agreement will be governed by and construed in accordance with the law of the State of New York (without reference to its choice of law doctrine).

(j) Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply.

Part 5. Other Provisions

(a) Sole Transaction. Notwithstanding any other provision of this Agreement, this Agreement shall govern only one Transaction (the "Sole Transaction"). A copy of the form of Confirmation for the Sole Transaction is attached hereto as Exhibit A.

(b) Isolation of Sole Transaction. Notwithstanding Section 6, any designation of an Early Termination Date in respect of the Sole Transaction shall apply only to the Sole Transaction.

(c) Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period, the phrase “or, in the case of audited or unaudited financial statements, a fair presentation of the financial condition of the relevant person.”

(d) Additional Representations. The parties agree to amend Section 3 by adding new Sections 3(g), (h), (i) and (j) as follows:

(g) Eligible Swap Participant. It is an "eligible swap participant" as defined in the Part 35 Regulations of the Commodity Futures Trading Commission.

(h) Line of Business. It has entered into this Agreement and the Sole Transaction in conjunction with its line of business (including financial intermediation services) or the financing of its business.

(i) Non-Reliance. In connection with the negotiation of, the entering into, and the confirming of the execution of, this Agreement and the Sole Transaction: (i) the other party is not acting as a fiduciary or financial or investment advisor for it; (ii) it is acting as a principal and not as an agent or in any other capacity, fiduciary or otherwise; (iii) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement and (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging and trading decisions based on its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party.

(j) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and the Sole Transaction. It is also capable of assuming, and assumes, the risks of the Sole Transaction.

(e) FDI Act Representation. Party A represents to Party B as follows:

(i) The necessary action to authorize referred to in the representation in Section 3(a)(ii) includes all authorizations required under the U. S. Federal Deposit Insurance Act, as amended and under any agreement, writ, decree, or order entered into with its supervisory authorities.

(ii) At all times during the term of this Agreement, it will continuously include and maintain as part of its official written books and records this Agreement, this Schedule and all other exhibits, supplements, and attachments hereto and documents incorporated by reference herein, all Confirmations, and evidence of all necessary authorizations.

(iii) This Agreement, the Confirmation of the Sole Transaction, and any other documentation relating to this Agreement to which it is a party or that it is required to deliver will be executed and delivered by a duly appointed or elected and authorized officer of it of the level of vice president or higher.

(f) No Bankruptcy Petition. Prior to the date that is one year and one day after the date upon which Party B is terminated in accordance with the terms of the Amended and Restated Trust Agreement dated as of June 1, 2000, between Key Bank USA, National Association, as seller, and Bank One, National Association, as eligible lender trustee (the “Eligible Lender Trustee”), Party A shall not institute against, or join any other person in instituting against, Party B any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any federal or state bankruptcy or similar law.

(g) Obligations of Party B. Party A agrees that all obligations, liabilities and expenses of Party B, including, without limitation, any arising out of representations or agreements contained herein, shall be paid from, and limited to, the assets of Party B and that the Eligible Lender Trustee shall not be required to spend or risk its own funds hereunder, nor shall the Trustee incur any liability in its individual capacity.

(h) No Setoff. Notwithstanding any other provision of this Agreement, in no event shall either Party A or Party B have the right to setoff or net an amount due from it under the Sole Transaction against an amount due from the other party under any other Transaction, nor shall either Party A or Party B have the right to setoff or net an amount due from it under any Transaction that is not the Sole Transaction against an amount due from the other party under the Sole Transaction. Notwithstanding any other provision of this Agreement, the amount payable under Section 6(e) upon termination of the Sole Transaction shall be determined without regard to any Transaction other than the Sole Transaction.

(i) Early Termination.

(1) Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following:

“ , provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn, suspended or lowered without regard to the Securities Guaranty Insurance Policy.”

(2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and Party B agree as follows:

(i) The Calculation Agent shall calculate an amount that would be payable to or by Party B under this Agreement in respect of such Early Termination Date (such amount, including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”).

(ii) To the extent that Party A is required to pay the Termination Payment to Party B, Party A shall pay such amount in accordance with the terms of this Agreement.

(iii) To the extent that Party B is required to pay the Termination Payment to Party A where:

     (A) Party B is the Defaulting Party (provided, however, that to the extent that Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of this Agreement (Failure to Pay or Deliver) this clause (A) shall apply only with respect to the Net Payment (and not the remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b) or 5.04(c), as applicable, of the Indenture, and Section 5.05(c) of the Sale and Servicing Agreement, as applicable.

     (B) Party A is the Defaulting Party, the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with this Agreement.

     (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of amounts actually received by Party A under this clause (C) over the Termination Payment.

(j) Transfer. Section 7 is hereby amended by:

(1) (i) adding the words “(and notice of the transferee to)” after the word “of” on the third line thereof, and (ii) adding the words “(subject to providing three Business Days prior written notice of the transferee to the other party, to the Securities Insurer and to each Rating Agency)” after the word “transfer” on the fourth and seventh line thereof.

(2) adding at the end thereof:

“Any party making any such transfer shall deliver to the other party and the Securities Insurer written confirmation from each Rating Agency then rating any class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn, suspended or lowered without regard to the Securities Guaranty Insurance Policy.”

(k) Swap Exemption.

(1) The parties agree that this Agreement and the Sole Transaction are intended to constitute a "swap agreement" within the meaning of Commodity Futures Trading Commission ("CFTC") Regulations Section 35.1(b)(1) and Section 101(53)(B) of the U.S. Bankruptcy Code;

(2) Each party represents to the other that it is an "eligible swap participant" within the meaning of CFTC Regulations Section 35.1(b)(2);

(3) The parties agree that neither this Agreement nor the Sole Transaction is one of a fungible class of agreements that are standardized as to their material economic terms, within the meaning of CFTC Regulations Section 35.2(b); and

(4) Each party represents to the other that the creditworthiness of the other party was or will be a material consideration in entering into or determining the terms of this Agreement and the Sole Transaction, including pricing, cost or credit enhancement terms of this Agreement or the Sole Transaction, within the meaning of CFTC Regulations Section 35.2(c).

(l) WAIVER OF RIGHT TO TRIAL BY JURY. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION.

(m) Amendments. Section 9(b) of this Agreement is hereby amended by adding the following after the word "system" in the last line thereof:

“, provided however, that all such amendments, modifications or waivers shall require (1) (as long as no Securities Insurer Default shall have occurred and be continuing) the consent (which consent shall not be unreasonably withheld) of the Securities Insurer and (2) the written affirmation of each Rating Agency then rating any class of Notes that such amendment, modification or waiver shall not adversely affect its then-current rating of each class of Notes without regard to the Securities Guaranty Insurance Policy.”

(n) Limited Recourse to Party B. Notwithstanding anything to the contrary contained herein, all obligations of Party B shall be payable by Party B only on each Distribution Date to the extent that funds are available under the Sale and Servicing Agreement and, to the extent such funds are not available or are insufficient for the payment thereof, shall not constitute a claim against the Trust to the extent of such unavailability or insufficiency until such time as the Trust has assets sufficient to pay such prior deficiency. This paragraph shall survive the termination of this Agreement but in all cases shall expire concurrently with the restriction specified in Part 5(f).

(o) No Suspension of Payments. Notwithstanding Section 2(a)(iii) of this Agreement, Party A shall not suspend any payments due under Section 2(a)(iii) unless:

(1) the principal of any class of Notes shall have been accelerated in accordance with the terms of the Indenture following an Event of Default thereunder;

(2) the Securities Insurer has elected not to cure a payment default by Party B under the circumstances described in Part 1(d) of this Schedule after the Securities Insurer has been given three Business Days notice by Party A of such payment default and such default is continuing; or

(3) an Early Termination Date for the Sole Transaction has occurred or effectively been designated pursuant to the terms hereof.

(p) Redemption Event.

(i) A “Redemption Event” will occur upon the delivery by Party B (or its designee) to Party A of a “Party B Response” (as defined in Appendix I) accepting Party A’s offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall have been deposited into the applicable Trust Account(s) pursuant to the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer has been obtained with respect to the delivery of Party B’s Response to Party A.

(ii) The parties hereto acknowledge and agree that Key Bank USA, National Association, as Administrator under the Administration Agreement, may deliver on behalf of Party B any “Party B Notices” required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

(q) Additional Definitions. Capitalized terms used in this Schedule shall have the meaning set forth in the Confirmation, the Indenture or, if not therein, the Sale and Servicing Agreement.

(r) Note Related Provisions. The parties acknowledge that this Agreement is intended to relate to the Notes, which are insured pursuant to Note Guaranty Insurance Policy No. 32556 (the “Securities Guaranty Insurance Policy”) issued by MBIA Insurance Corporation (“MBIA”) and as a result, hereby further agree as follows (for so long as no Securities Insurer Default has occurred and is continuing):

(i) Application of Termination Events and Events of Default. Notwithstanding anything in this Agreement to the contrary, Party B shall not be entitled to designate an Early Termination Date following any Event of Default, Redemption Event or Termination Event without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer and must designate an Early Termination Date at the Securities Insurer’s direction if the circumstances would permit Party B to then make such a designation.

(ii) Cure Period. Notwithstanding Section 5(a)(i) of this Agreement, an Event of Default in respect of Party B under Section 5(a)(i) shall not occur unless there is a failure to pay or deliver with respect to Party B under the circumstances described in Part 1(d) of this Schedule by Party B and the Securities Insurer has not (after having received notification of such a default from Party A) chosen to make such performance on Party B’s behalf within three Business Days of such notice.

(iii) Securities Insurer-Directed Termination Following Cure. If an Event of Default under Section 5(a)(i) of this Agreement occurs with respect to Party B as the Defaulting Party under the circumstances described in Part 1(d) hereof and the Securities Insurer has elected to make a payment on Party B’s behalf, then the parties agree that (A) Party B’s payment obligation shall not have been satisfied, (B) such payment default shall be continuing with respect to Party B and shall accrue interest due from Party B at the Late Interest Rate, (C) Party A, upon receipt of such payment on Party B’s behalf from the Securities Insurer shall be deemed to have assigned its right to such payment from Party B (including interest on such payment) to the Securities Insurer, and (D) the Securities Insurer shall have the right (but no obligation) to direct Party A to designate an Early Termination Date against Party B with respect to Party B’s payment default.

(iv) Deduction or Withholding For Tax. Notwithstanding Section 14 of this Agreement, in relation to any payment required to be made by Party B, no Tax shall be an Indemnifiable Tax, and in relation to any payment required to be made by Party A, each and every Tax shall be an Indemnifiable Tax.

(v) Representations and Agreements. Each party agrees that each of its representations and agreements in this Agreement is expressly made to and for the benefit of the Securities Insurer.

(vi) The Securities Insurer. Party A and Party B hereby each acknowledge and agree that the Securities Insurer shall be an express third-party beneficiary (and not merely an incidental third-party beneficiary) of this Agreement and the obligations of each such party under this Agreement, as such, entitled to enforce this Agreement and the terms of any Transaction hereunder against either Party A or Party B on its own behalf and/or on behalf of the holders of the related Notes and otherwise shall be afforded all remedies available hereunder or otherwise afforded by law against the parties hereto to redress any damage or loss incurred by the Securities Insurer or the Notes including, but not limited to, fees (including professional fees), costs and expenses incurred by the Securities Insurer which are related to, or resulting from any breach by such party of its obligations hereunder.

(vii) Securities Insurer Role. Party A and Party B hereby each acknowledge and agree that the Securities Insurer is not obligated to cure any default by Party B under this Agreement, but that in connection with the Securities Insurer’s best judgment, the Securities Insurer is expressly granted, in partial consideration for the issuance of the Securities Guaranty Insurance Policy, the rights specified in this Agreement, including, but not limited to, the right to effect cures of payment defaults by Party B and the right to receive certain notices.

(viii) Notices. A copy of each notice or other communication between the parties with respect to this Agreement (including, without limitation, Appendix I hereto) must be forwarded to the Securities Insurer.

(ix) “Reference Market Makers.” The definition of "Reference Market-makers" set forth in Section 12 of this Agreement shall be amended in its entirety to read as follows:

“Reference Market-makers” means four (4) leading dealers in the relevant swap market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among dealers having an office in the same city. The rating classification assigned to any outstanding long-term senior debt securities issued by such dealers shall be at least (1) Aa or higher as determined by Xxxxx’x Investors Service Inc., (2) AA or higher as determined by Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or (3) AA or higher as determined by Fitch (if rated by Fitch), provided, however, that, in any case, if Market Quotations cannot be determined by four (4) such dealers, the party making the determination of the Market Quotation may designate, with the consent (which consent shall not be unreasonably withheld) of the other party and the Insurer, one (1) or more leading dealers whose long-term senior debt bears a lower investment grade rating.

        IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

KEY BANK USA,
NATIONAL ASSOCIATION KEYCORP STUDENT LOAN
TRUST 2000-A
By Bank One, National Association, not in its individual capacity, but solely as Eligible Lender Trustee

By:   /s/ Xxxxxxx X. Xxxx           
Name:     Xxxxxxx X. Xxxx
Title:       Senior Vice President
Date:      6/22/2000 By:   Xxxxx X. Xxxxxxxxxx     
Name:      Xxxxx X. Xxxxxxxxxx
Title:       Authorized Officer
Date:       6/22/2000

Appendix I

Redemption of Notes.

        1. As promptly as practicable, but in any event not later than two Business Days after delivery by Party B (or Party B’s designee, in either case at the direction of, or with the consent (which consent shall not be unreasonably withheld) of, the Securities Insurer, but only for so long as no Securities Insurer Default has occurred and is continuing) to Party A of a notice of proposed redemption (the “Redemption”) and request for a quotation of Termination Payment (the “Party B Notice”), Party A will give notice by telephone to Party B (which notice will be promptly confirmed in writing to Party B)(the “Party A Response”):--

        (i) offering to terminate the Sole Transaction upon such Redemption; and

        (ii) stating in good faith and in reasonable detail the Termination Payment (the “Redemption Payment”) that will be payable by Party B to Party A or by Party A to Party B on the proposed Redemption Date (as defined in the Indenture) if the offer is accepted at the time of such offer (or through such later time, if any, as may be expressed in the offer in the discretion of Party A) and the Redemption is effected on the Redemption Date; provided, however, that, if such offer is not accepted at such time, Party A will, promptly after requests therefor by Party B (at the direction of, or with the consent (which consent shall not be unreasonably withheld) of, the Securities Insurer), make new offers to effect the termination of the Sole Transaction and will make such new offers in accordance with reasonable market practice until 11:00 a.m. New York City time on the Business Day two Business Days prior to the Redemption Date (the “Deadline”). Any such new offer will contain the statements required by the preceding clauses (i) and (ii) and will also be a Party A Response, except that:--

        (x) only the Party A Response will determine the period during which new offers are required to be accepted; and

        (y) in the case of the Final Offer (as defined below), “Market Quotation” will be substituted for “Loss” for purposes of determining the Redemption Payment.

        The last such new offer is referred to herein as the “Final Offer.” The Final Offer will be identified as such in the relevant Party A Response. The Final Offer will not be delivered earlier than the Business Day on which the Deadline occurs. The Final Offer will be communicated by telephone to Party B (which Final Offer will be promptly confirmed in writing to Party B).

        2. Each Party A Response will describe the Redemption Payment, even if the Redemption Payment remains the same and, except as described above with respect to the Final Offer, each Redemption Payment will be determined using “Loss” and “Second Method” and based on Party B as the sole Affected Party.

        3. As promptly as practicable, but in any event not later than the end of the period during which an offer may be accepted pursuant to the relevant Party A Response, Party B (with the consent (which consent shall not be unreasonably withheld) of, or at the direction of, the Securities Insurer, but only for so long as no Securities Insurer Default has occurred and is continuing), acting in good faith and in accordance with reasonable derivatives market practice, will accept the offer expressed therein by notice (the “Party B Response”) to Party A. Such notice will be by telephone, will be promptly confirmed in writing and will thereupon be effective, all in accordance with usual derivatives markets transactions. If the offer is accepted as aforesaid, the Redemption will be effective on the Redemption Date on the terms expressed in the last relevant Party A Response as accepted by the Party B Response (subject to the conditions set forth in Part 5(o) of this Agreement). The Redemption Payment will be the amount described in the Party A Response accepted by Party B.

        4. Party B (or its designee) will have the right to make reasonable request of Party A for indications of Redemption Payments based on proposed Redemptions as contemplated by Paragraphs 1 through 3 above, and Party A will supply such indications promptly and in good faith following any such request. Except as provided in Paragraphs 1 through 3 above and Part 5(o) of this Agreement, neither Party B nor its designee will be obligated to effect any such Redemption.

Interest Rate (Basis Spread) Swap Documentation
KEYCORP STUDENT LOAN TRUST 2000-A
c/o Bank One, National Association
Xxx Xxxx Xxx Xxxxx
Xxxxx XX-0000
Xxxxxxx, Xxx, 00000
Fax:  (000) 000-0000
cc:  (000) 000-0000
Attention: Corporate Trust Services

From:  KEY BANK USA, NATIONAL ASSOCIATION

        The purpose of this communication is to set forth the terms and conditions of the Interest Rate (Basis Spread) ead) Swap Transaction (the “Transaction”) between KEY BANK USA, NATIONAL ASSOCIATION (“Party A”) and KEYCORP STUDENT ENT LOAN TRUST 2000-A (“Party B”) on the Trade Date specified below. This communication will constitute a “Confirmation” as referred to in the ISDA Master Agreement (Multicurrency - Cross Border) dated as of June 22, 2000, entered into by the parties hereto (the “ISDA Master Agreement”).

        The definitions and provisions contained in the 1991 ISDA Definitions as supplemented by the 1998 Supplement to the 1991 ISDA Definitions (collectively, the “Definitions”), both as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated herein.

        This Confirmation supplements, forms part of and is subject to the ISDA Master Agreement. All provisions contained in the ISDA Master Agreement will govern this Confirmation, except as expressly modified below. In the event of any inconsistency among or between the ISDA Master Agreement, the Definitions and this Confirmation, this Confirmation will govern.

        Capitalized terms not otherwise defined herein shall have the meanings ascribed to them (either directly or by incorporation) in the ISDA Master Agreement and Appendix A of the Sale and Servicing Agreement (as of the Trade Date). The term “Business Day” shall have the meaning ascribed thereto in Appendix A of the Sale and Servicing Agreement.

1. The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date: June 22, 2000

Effective Date: July 1, 2000

Termination Date: The earlier of (i) the date on which the outstanding principal amount of the Notes is reduced to zero and all amounts then owing to the Securities Insurer have been paid and (ii) the occurrence and continuation of an Event of Default under the Indenture resulting in a liquidation of the Financed Student Loans.

Calculation Agent: The Administrator (as defined in Appendix A of the Sale and Servicing Agreement)

Netting: On any Payment Date, the obligations of the Parties shall be netted such that the Party with the greater Floating Rate Payment obligation shall pay to the other Party the difference between the Floating Rate Payment owed by it to the other Party and the Floating Rate Payment owed to it by the other Party.

Collection Periods: With respect to the first Distribution Date, the 4 Monthly Calculation Periods immediately preceding the month in which such Distribution Date occurs. With respect to any subsequent Distribution Date, the 3 Monthly Calculation Periods immediately preceding the month in which the Distribution Date occurs.

Monthly Calculation Periods: For each calendar month, the period beginning on and including the first day of such month and ending on and including the last day of such month. For the avoidance of doubt, no Business Day Convention shall apply to the calculation of the number of days in a Monthly Calculation Period.

Floating Rate Amounts Payable By Party A:

Party A
Floating Rate Payments:
For each Collection Period, the sum of the Party A Floating Rate Payments for each Monthly Calculation Period. The Party A Floating Rate Payment for any Monthly Calculation Period shall be the product of:

(1) Three-Month LIBOR plus 2.60% calculated in the same manner and on such dates as such index is calculated for the LIBOR Indexed Securities for the Interest Period that ends on the Distribution Date to which such Collection Period relates;

(2) the principal balance of the Prime Rate Loans as determined as of the first day of the Monthly Calculation Period; and

(3) a fraction, the numerator of which is the actual number of days in the Monthly Calculation Period and the denominator of which is 360

In addition, on any Payment Date Party A shall be obligated to pay any Net Trust Swap Receipt Carryover Shortfall Amount that exists on such Payment Date.

Party A Floating Rate
Payment Dates:  
With respect to each Collection Period, the Distribution Date to which such Collection Period relates.

Floating Rate Amounts Payable by Party B:

Party B Floating Rate
Payments:  
For each Collection Period, the sum of the Party B Floating Rate Payments for each Monthly Calculation Period. The Party B Floating Rate Payment for any Monthly Calculation Period shall be the product of:

(1) the Prime Rate as determined as of the first day of the Monthly Calculation Period;

(2) the aggregate principal balance of Prime Rate Loans as determined as of the first day of the Monthly Calculation Period; and

(3) a fraction, the numerator of which is the actual number of days in the related monthly period and the denominator of which is 365 (or 366 in a leap year).

In addition, on any Payment Date Party B shall be obligated to pay any Net Trust Swap Payment Carryover Shortfall Amount that exists on such Payment Date, but only to the extent that funds are available and only in accordance with the provisions of the Sale and Servicing Agreement.

Party B Floating Rate
Payment Dates:  
With respect to each Collection Period, the Distribution Date to which such Collection Period relates.

Fixed Rate Payment:

Fixed Rate Payer: Party B

Fixed Rate Payment: Zero

Fixed Rate Payment Date: June 22, 2000

2. Account Details:

Payments to Party A:

KEYBANK NATIONAL ASSOCIATION
ABA 0410001039
AC 1553
ATTENTION: DERIVATIVE OPERATIONS
CREDIT TO KEYBANK USA

Payments to Party B:

KEYBANK NATIONAL ASSOCIATION
ABA 0410001039
AC 00-000-000-0000

3. Other Terms:

If the rating of Party A is withdrawn, suspended or reduced below A3 by Xxxxx’x, A- by Standard & Poor’s or A- by Fitch (if rated by Fitch), Party A shall be required, no later than the 30th day following such rating withdrawal, suspension or downgrade, at Party A’s expense, to either (i) obtain a substitute swap counterparty acceptable to the Securities Insurer that has a counterparty rating of at least A3 by Xxxxx’x, A- by Standard & Poor’s and A- by Fitch (if rated by Fitch) or (ii) enter into arrangements reasonably satisfactory to the Indenture Trustee and the Securities Insurer, including collateral arrangements, guarantees or letters of credit, which arrangements in the view of such Rating Agency will result in the elimination of the effect or impact of such rating withdrawal, suspension or downgrade on the Noteholders and the Securities Insurer without regard to the Securities Guaranty Insurance Policy. Failure to comply with this obligation shall constitute an Additional Termination Event with Party A as the Affected Party.

Each capitalized term used in this Confirmation and not defined in this Confirmation or Appendix A of the Sale and Servicing Agreement or the Definitions shall have the meaning assigned in the ISDA Master Agreement.

Please promptly confirm that the preceding correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely,

KEY BANK USA, NATIONAL
ASSOCIATION


By:        /s/ Xxxxxxx X. Xxxx          
Name:    Xxxxxxx X. Xxxx
Title:      Senior Vice President

Confirmed as of the date first written:

KEYCORP STUDENT LOAN TRUST 2000-A

By: Bank One, National Association
not in its individual capacity but solely
as Eligible Lender Trustee

By:   /s/ Xxxxx X. Xxxxxxxxxx                
Name:   Xxxxx X. Xxxxxxxxxx
Title:    Authorized Officer