[September 12, 2014]

Fitch Affirms KeyCorp Student Loan Trust 2005-A Group II

Fitch Ratings affirms all ratings on the outstanding student loan notes issued by KeyCorp Student Loan Trust 2005-A Group II. A subordinate note principal trigger is in effect, as the cumulative default percentage exceeds 17%. As a result, only the class A notes are receiving principal. The Rating Outlook for the class A notes is revised to Stable from Negative due to improved parity and accelerated paydown of notes. The Outlook for the class B and class C notes is maintained at Negative.

A detailed list of rating actions follows at the end of this press release.

Key Rating Drivers:

Collateral Quality: The trust is collateralized by approximately $246 million of private student loans originated by KeyCorp. The projected remaining defaults are expected to range between 15%-20% as a percentage of current principal balance. A recovery rate of 15% was applied which was determined to be appropriate based on data provided by the issuer.

Credit Enhancement (CE): CE is provided by excess spread and overcollateralization, and the senior notes benefit from subordination provided by the junior notes. As of the June 2014 distribution, the senior, subordinate and total parity ratios are 192.09%, 122.50% and 104.53% respectively.

Liquidity Support: Liquidity support is provided by a reserve account sized at approximately $8.6 million.

Servicing Capabilities: Day-to-day servicing is provided by KeyBank, NA, Pennsylvania Higher Education Assistance Agency, and Great Lakes Educational Loan Services, Inc. Fitch believes all servicing operations are acceptable at this time.

RATING SENSITIVITIES

As Fitch's base case default proxy is derived primarily from historical collateral performance, actual performance may differ from the expected performance, resulting in higher loss levels than the base case. This will result in a decline in CE and remaining loss coverage levels available to the notes and may make certain note ratings susceptible to potential negative rating actions, depending on th extent of the decline in coverage. Fitch will continue to monitor the performance of the trust.

Fitch affirms the following:

KeyCorp Student Loan Trust 2005-A Group II:

--Class II-A-4 at 'AAsf'; Outlook revised to Stable from Negative;

--Class II-B at 'BBBsf'; Outlook Negative;

--Class II-C at 'BBsf', Outlook Negative.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'U.S. Private Student Loan ABS (News - Alert) Criteria' (January 2014);

--'Global Structured Finance Rating Criteria' (May 2014).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=754389

U.S. Private Student Loan ABS Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=730956

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=871695

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON (News - Alert) THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

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