1
Exhibit 10(b)
SUPPLEMENTAL SALE AND SERVICING AGREEMENT
-----------------------------------------
This Supplemental Sale and Servicing Agreement (this "Agreement") is
made as of the _____ day of __________, 1996 by and among KEYBANK USA, National
Association, a national banking association ("KeyBank"), in its capacity as
seller of certain Law Access(R) student loans pursuant to the Sale and Servicing
Agreement as hereinafter defined ("Seller") and in its capacity as Administrator
pursuant to the Sale and Servicing Agreement and the Administration Agreement as
hereafter defined (the "Administrator"); KEYCORP STUDENT LOAN TRUST 1996-A, a
New York trust (the "Trust") established pursuant to the Trust Agreement as
hereinafter defined; THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, not in its individual capacity but solely as Eligible Lender
Trustee under the Trust Agreement (the "Eligible Lender Trustee"); BANKERS TRUST
COMPANY, a New York banking corporation, not in its individual capacity but
solely as Indenture Trustee under the Indenture as hereinafter defined (the
"Indenture Trustee"); PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY, an agency
of the Commonwealth of Pennsylvania, ("PHEAA") in its capacity as Servicer under
the Sale and Servicing Agreement (the "Servicer"); and LAW ACCESS(R), INC., a
nonstock corporation organized under the laws of the State of Delaware ("LAI").
WHEREAS, the Trust was established pursuant to a certain Trust
Agreement, dated as of __________, 1996, as amended and restated as of
__________, 1996, between KeyBank USA, National Association, as Depositor, and
the Eligible Lender Trustee (the "Trust Agreement");
WHEREAS, Seller has conveyed or will convey to the Eligible Lender
Trustee on behalf of the Trust all of its right, title and interest in and to
the Trust Student Loan Portfolio (as hereinafter defined) and its rights under
certain Assigned Agreements (as defined in the Sale and Servicing Agreement)
pursuant to a certain Sale and Servicing Agreement, dated as of __________, 1996
by and among the Seller, the Administrator, the Trust, the Eligible Lender
Trustee, and the Servicer (the "Sale and Servicing Agreement");
WHEREAS, the Trust has conveyed a security interest in such Trust
Student Loan Portfolio to the Indenture Trustee pursuant to a certain Indenture,
dated as of __________, 1996, by and between the Trust and the Indenture Trustee
(the "Indenture");
WHEREAS, KeyBank is the Administrator of the Trust pursuant to the Sale
and Servicing Agreement and a certain Administration Agreement, dated as of
__________, 1996, by and among the Trust, the Indenture Trustee, and the
Administrator (the "Administration Agreement");
2
WHEREAS, PHEAA is the Servicer of the Trust Student Loan Portfolio
pursuant to the Sale and Servicing Agreement;
WHEREAS, the student loans constituting the Trust Student Loan
Portfolio were originated by Ameritrust Company National Association ("ATNA") or
KeyBank under the Law Access(R) loan program administered by Law School
Admission Services, Inc. ("LSAS") or LAI; KeyBank is the successor in interest
to ATNA and LAI is the successor in interest to LSAS;
WHEREAS, the parties hereto desire to set forth their agreement with
respect to certain matters arising from the documents executed and delivered by
KeyBank, PHEAA, LAI and other parties relating to the Law Access(R) loan
program.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. As used herein, the following words shall have the
meanings set forth below:
"ASA" means Massachusetts Higher Education Assistance Corporation, a
nonprofit corporation organized under the laws of the Commonwealth of
Massachusetts, doing business as American Student Assistance Guarantor;
"Coordination Agreements" means, collectively, (i) the Coordination
Agreement, dated as of February 15, 1990, as amended, by and among LAI (as
successor to LSAS), PHEAA, ASA, TERI and KeyBank (as successor by merger to
Ameritrust Company National Association) (the "1990 Coordination Agreement");
(ii) the Coordination Agreement, dated as of January 4, 1991, as amended, by and
among LAI (as successor to LSAS), PHEAA, ASA, TERI and KeyBank (as successor by
merger to Ameritrust Company National Association) (the "1991 Coordination
Agreement"); (iii) the Coordination Agreement, dated as of January 28, 1992, as
amended, by and among LAI (as successor to LSAS), PHEAA, ASA, ELSI, TERI and
KeyBank (as successor by merger to Ameritrust Company National Association) (the
"1992 Coordination Agreement"); (iv) the Coordination Agreement, dated as of
December 21, 1992, as amended, by and among LAI (as successor to LSAS), PHEAA,
ASA, ELSI, TERI and KeyBank (the "1993-1995 Coordination Agreement"); and (v)
the Coordination Agreement, dated as of March 23, 1995, by and among LAI, PHEAA,
ASA, TERI and KeyBank (the "1996-1998 Coordination Agreement");
"ELSI" means Education Loan Services, Inc., a Massachusetts
corporation;
"Remote Time-Sharing Services Program" means the various services and
programs made available by PHEAA to KeyBank pursuant to the KeyBank RT-SS
Agreement.
2
3
"KeyBank RT-SS Agreement" means (i) the Remote Time-Sharing Services
Agreement, dated December 21, 1992, by and between PHEAA and KeyBank, as amended
from time to time, a copy of which is attached hereto as Exhibit A, or (ii)
after the expiration of the agreement described in clause (i), the then current
agreement relating to the provision of remote time-sharing services between
PHEAA and KeyBank, or if no such agreement exists, the last such agreement to be
in existence; and any references to specific sections of the KeyBank RT-SS
Agreement shall mean the sections of the agreement described in clause (i) of
this definition or the substantially similar provisions of the relevant
agreement described in clause (ii) of this definition;
"KeyBank Servicing Agreement" means (i) the Servicing Agreement, dated
__________, 1996, by and between PHEAA and KeyBank, as amended from time to time
and including all servicing schedules and other exhibits, a copy of which is
attached hereto as Exhibit B, or (ii) after the expiration of the agreement
described in clause (i), the then current service agreement (including all
servicing schedules) between KeyBank and PHEAA pursuant to which PHEAA services
Law Access(R) student loans owned by KeyBank, or if no such service agreement
exists, the last such service agreement to be in existence, and any references
to specific sections of the KeyBank Servicing Agreement shall mean the sections
of the agreement described in clause (i) of this definition or the substantially
similar provisions of the relevant agreement described in clause (ii) of this
definition;
"TERI" means The Education Resources Institute, Inc., a nonprofit
Corporation organized under the laws of the Commonwealth of Massachusetts;
"Trust Student Loan Portfolio" means the portfolio of Law Access(R)
student loans sold and conveyed by KeyBank, as Seller, to the Eligible Lender
Trustee on behalf of the Trust pursuant to the Sale and Servicing Agreement,
specifically including any Bar Examination Loans, guarantee fee advances and
consolidation loans now or hereafter transferred to the Trust as "Additional
Student Loans" as defined in the Sale and Servicing Agreement.
2. PERIODIC REPORTS. No later than the fifteenth day of each month, and
for so long as the Eligible Lender Trustee on behalf of the Trust shall own the
Trust Student Loan Portfolio, the Trust shall furnish to LAI or cause to be
furnished in an electronic form suitable to LAI, a record of all loans in the
Trust Student Loan Portfolio (the "Record"), as the last day of the preceding
month. The Servicer acknowledges its responsibility and ability to furnish the
Record on behalf of the Trust (or on behalf of the Indenture Trustee in the
event that the Indenture Trustee becomes the owner of the Trust Student Loan
Portfolio) as required by this section. The Trust shall honor LAI's reasonable
request for additional Records, at LAI's expense. The Record shall be on a
borrower level, by loan, and shall include, but need not be limited to, the
information required to be delivered by KeyBank to LAI pursuant to the second
paragraph of Section 10.7 of the 1996-1998 Coordination Agreement.
3
4
For so long as PHEAA is the Servicer of the Trust Student Loan
Portfolio, this Record requirement shall be satisfied by the delivery of a
report in substantially the forms of record layout provided with respect to
reports delivered by PHEAA on behalf of KeyBank pursuant to the second paragraph
of Section 10.7 of the 1996-1998 Coordination Agreement. PHEAA acknowledges and
agrees that the costs and expenses to produce and distribute the Record are part
of the Data Transfer Fee payable to it pursuant to the Sale and Servicing
Agreement and agrees that no additional fees will be payable by the Trust or the
Administrator to produce and deliver the Record.
In addition to the foregoing Record, the parties hereto acknowledge and
agree that LAI may obtain from the Servicer at the sole cost and expense of LAI
such additional information as LAI may reasonably request concerning the Trust
Student Loan Portfolio, including, but not limited to, information on defaults,
average principal balance, and complaints. Any such request shall be made in
Writing to the Administrator, with a copy to the Eligible Lender Trustee and the
Servicer. The Trust shall not be obligated to incur or pay any costs or expenses
associated with the production or delivery of such additional information,
except that, if the additional information requested by LAI is contained in any
monthly or other periodic report produced by the Servicer and delivered to the
Trust (or to the Administrator on behalf of the Trust) pursuant to the Sale and
Servicing Agreement, the Trust shall provide a copy of such report, or excerpts
therefrom, to LAI and the Administrator shall bear photocopying and postage
charges for producing and mailing such copy.
The Indenture Trustee agrees to assume and perform the obligations of
the Trust under this section in the event that the Indenture Trustee forecloses
upon its security interest in and becomes the owner of the Trust Student Loan
Portfolio.
3. COOPERATION. The Trust, the Indenture Trustee, the Eligible Lender
Trustee, the Servicer and the Administrator each agree to cooperate with each
other, with PHEAA and LAI, with the other parties to the Coordination Agreements
and with each of their internal or external auditors, or governmental examiners,
at the expense of the party requesting such cooperation, and to provide any
information regarding origination, disbursement, servicing, and data collection
as reasonably requested by the other parties, their auditors, or governmental
examiners as necessary or desirable for the performance of an audit or
examination. Each party shall make available any necessary supporting records to
each other party and shall resolve any discrepancy claimed to exist in such
records to the reasonable satisfaction of the other party within 30 days of the
date that the other party has claimed that a discrepancy exists. Notwithstanding
the foregoing, the parties acknowledge that audit reviews conducted during heavy
processing periods may disrupt such operations. Accordingly, unless a party has
reason to believe that another party is in material breach of the performance Of
its obligations under this Agreement, the Sale and Servicing Agreement, the
Administration Agreement, the Trust Agreement or the Indenture, reviews by
4
5
internal or external auditors shall only be scheduled during the months of
January, February, April, May, October or November.
4. CONFIDENTIALITY. Each party to this Agreement agrees to maintain the
confidentiality of all data, materials and information relating to the Law
Access(R) loan program and the Trust Student Loan Portfolio entrusted to it by
another party hereto or any party to any of the Coordination Agreements. Each
party also agrees not to use such data, materials and information for any
purpose other than the limited purpose of performing its obligations under this
Agreement, the Sale and Servicing Agreement, the Administration Agreement, the
Indenture, the Trust Agreement or the Coordination Agreements. This section
shall not be deemed to preclude the disclosure of Ii) information relating to
the historical performance of the Trust Student Loan Portfolio (including, but
not limited to, statistical information' relating to defaults, prepayments,
consolidations, deferrals and forbearances) by the Seller or the Administrator
or, with the consent of the Administrator, by the Eligible Lender Trustee or
Indenture Trustee, (ii) such information as in any of the Servicer's,
Administrator's, Eligible Lender Trustee's or Indenture Trustee's discretion may
be required under any of the Sale and Servicing Agreement, the Trust Agreement,
the Indenture or the Administration Agreement to be disclosed to holders of any
securities issued by the Trust or the Surety Provider, (iii) such information as
may be required to be disclosed under applicable laws, rules, regulations or
governmental orders, (iv) information obtained by the Indenture Trustee in the
performance of its obligations as Indenture Trustee, provided that the Indenture
Trustee shall maintain the confidentiality of all account level and borrower
level information, including without limitation, the borrower's name, address
and social security number and the account balance and account history or Iv)
disclosure by LAI of information in the Record or other information received by
LAI pursuant to Section 2 of this Agreement.
5. FUTURE PURCHASERS. The Trust, the Eligible Lender Trustee and the
Indenture Trustee each hereby agree that, in the event of any sale or other
transfer of the Trust Student Loan Portfolio to any third party, the Trust, the
Eligible Lender Trustee or the Indenture Trustee, as the case may be, as seller
Ii) shall use reasonable efforts to obtain from the purchaser or transferee of
the Trust Student Loan Portfolio an agreement in form and substance satisfactory
to LAI pursuant to which such purchaser or transferee agrees to observe and
comply with the obligations of the parties to this Agreement under Sections 3
and 4 hereof and the obligations of the Trust, the Eligible Lender Trustee or
the Indenture Trustee, as the case may be, as seller under this clause (i) of
Section 5 hereof and (ii) shall obtain from any such purchaser or transferee an
agreement to provide LAI with prior notice of any future sale of the Trust
Student Loan Portfolio, or portion thereof, acquired by such purchaser or
transferee and an agreement to comply with the obligations of the Trust under
Section 2 and the obligations of the seller under this clause (ii) of Section 5
and under the last sentence of Section 8(b)(i) of this Agreement (provided,
however, that if the purchaser or transferee does not retain PHEAA as servicer,
the obligation to deliver "Reports" shall be construed as an
5
6
obligation to deliver reports containing information substantially similar to
the information contained in Reports).
6. PRIVATE GUARANTEE FEE. The Seller acknowledges and agrees that, with
respect to Privately Guaranteed Loans (as defined in the 1992, 1993-1995 and
1996-1998 Coordination Agreements) that have not yet entered repayment and are
included in the Trust Student Loan Portfolio, the Seller retains the obligation
to advance the 2.0% additional private guarantee fee referred to in Section 9.2
of the 1992, 1993-1995 and 1996-1998 Coordination Agreements and to remit the
proceeds of such advance in accordance with the 1992, 1993-1995 and 1996-1998
Coordination Agreements and Assigned Agreements.
7. SERVICING OF TRUST STUDENT LOAN PORTFOLIO. It is the intent of the
parties hereto that the Trust Student Loan Portfolio be serviced by the Servicer
in substantially the same manner in all material respects as the Servicer
services Law Access(R) student loans owned by the Seller. The Servicer
acknowledges and agrees that all references in the Sale and Servicing Agreement
to the Servicer's "customary servicing procedures" or which require the Servicer
to follow such procedures as it follows when servicing comparable student loans,
shall be deemed to refer to the procedures and actions required under the
KeyBank Servicing Agreement. Specifically, the Servicer agrees that in addition
to, and not in lieu of, its obligations under the Sale and Servicing Agreement,
it shall observe and comply with the terms, conditions and provisions of, and
perform with respect to the Trust Student Loan Portfolio the obligations of the
"Servicer" under, all of Sections 4 and 5, Sections 6.2, 6.3 through and
including 6.9, Section 8.4, Section 11, and Sections 12.3 and 12.4 of the
KeyBank Servicing Agreement; provided, however, that (i) references in such
sections to the "Owner" shall be deemed to refer to the Eligible Lender Trustee,
except that any reports, information or other communications to be given to the
"Owner" shall be given instead to the Administrator on behalf of the Eligible
Lender Trustee; (ii) with respect to Section 4.1, Correction of Errors, the
obligations of the "Owner" therein to pay costs of correcting errors shall be
assumed and performed by the Administrator, and (iii) with respect to Section
4.10, Collections, the terms, conditions and provisions of the Sale and
Servicing Agreement shall control in the event of any inconsistency or conflict
between such Section 4.10 and the Sale and Servicing Agreement.
The Monthly Base Servicing Fee payable to the Servicer under the Sale
and Servicing Agreement shall be subject to reduction (or rebate, as
appropriate) to the same extent, in the same manner and subject to the same
terms and conditions as servicing fees payable to the "Servicer" may be reduced
or subject to rebate under Sections 5.4 and 5.6 of the KeyBank Servicing
Agreement. In addition, the Eligible Lender Trustee may declare a "Servicer
Default under Section 8.01(a)(2) of the Sale and Servicing Agreement for failure
of the Servicer to perform the Servicing Standards as described in the third
sentence in Section 5.6 of the KeyBank Servicing Agreement.
6
7
Except as provided above with respect to Section 4.10 of the KeyBank
Servicing Agreement, in the event of any inconsistency or conflict between the
KeyBank Servicing Agreement and the Sale and Servicing Agreement, then the more
specific of the inconsistent or conflicting terms, conditions, provisions of
standards shall control over the more general term, condition, provision or
standard, unless (i) such more specific term, condition, provision or standard
is contained in the KeyBank Servicing Agreement and to follow such KeyBank
Servicing Agreement would have a material adverse effect on the Noteholders or
Certificateholders, in which case the Sale and Servicing Agreement shall
control, or (ii) the Servicer shall have received notice from the Administrator
or, after any Administrator Default as defined in the Sale and Servicing
Agreement, from the Eligible Lender Trustee or Indenture Trustee to follow the
term, condition, provision or standard set forth in the Sale and Servicing
Agreement, in which case the Sale and Servicing Agreement shall control.
PHEAA shall make available to the Administrator the same Remote
Time-Sharing Services Program with respect to the Trust Student Loan Portfolio
as PHEAA makes available to Seller pursuant to the KeyBank RT-SS Agreement with
respect to the Seller's student loan portfolio. In consideration of the
foregoing, each of PHEAA and the Administrator agree to observe and comply with
the obligations of the "Agency" and "Institution," respectively, contained in
sections 1, 2 and 6 through 10, inclusive, of the KeyBank RT-SS Agreement.
8. BIDS/FIRST REFUSAL RIGHTS.
(a) Each of PHEAA and LAI hereby waive, with respect to the Seller, the
Trust, the Eligible Lender Trustee, the Indenture Trustee or any other holder of
the Trust Student Loan Portfolio or any portion thereof, (i) any requirement
that all loans of a single borrower be sold to the same purchaser if any of such
borrower's loans are to be sold and (ii) any and all rights PHEAA or LAI has or
may have with respect to any sale or other transfer of the Trust Student Loan
Portfolio or any portion thereof, including, without limitation, any right to
bid upon, right of first refusal or right to receive prior notice of bids or
sale with respect to the Trust Student Loan Portfolio and specifically waive any
and all rights it has or may have under Section 12.3 of each of the 1996-1998
Coordination Agreement, the 1993-1995 Coordination Agreement, the 1992
Coordination Agreement, the 1991 Coordination Agreement and the 1990
Coordination Agreement. The foregoing shall not be deemed to be a waiver of any
requirements set forth, or any rights granted PHEAA or LAI, in this Agreement.
(b) (i) In connection with any contemplated sale of all or any part of
the Trust Student Loan Portfolio by the Eligible Lender Trustee on behalf of the
Trust or by the Indenture Trustee, the seller (being the Eligible Lender Trustee
or Indenture Trustee, as applicable) shall notify PHEAA, LAI, ASA and TERI of
any proposed solicitation of bids or offers to purchase the Trust Student Loan
Portfolio or the portion thereof offered for sale, such notice to be delivered
not less than thirty (30) days prior to the date upon which bids or offers are
to be received by
7
8
such seller. Each of PHEAA and LAI shall be given an opportunity to submit a bid
or offer to purchase within such thirty (30) day period and if no other hid
exceeds PHEAA's or LAI's bid, such seller shall convey the Trust Student Loan
Portfolio (or portion thereof offered for sale) to whichever of PHEAA or LAI, as
the case may be, submitted the higher bid. The seller shall require any
purchaser or transferee who acquires the Trust Student Loan Portfolio, or any
portion thereof, to acquire all loans of a borrower included in the Trust
Student Loan Portfolio and not in default, except that the seller may sell or
transfer to a purchaser or transferee all federally guaranteed loans of a
borrower (i.e. loans guaranteed by PHEAA or ASA) and sell or transfer to a
different purchaser or transferee all privately guaranteed loans of the same
borrower (i.e. loans guaranteed by TERI).
(ii) The provisions of this subsection 8(b) shall not apply to
any sale or other transfer of the Trust Student Loan Portfolio, or any loan
therein, to KeyBank, the Administrator or the Servicer as may be required or
permitted under the Sale and Servicing Agreement or any Guarantor (as defined in
the Sale and Servicing Agreement) in connection with the enforcement of any
applicable Guarantee Agreement (as defined in the Sale and Servicing Agreement).
KeyBank acknowledges that if any loan in the Trust Student Loan Portfolio is
reacquired by it, such loan shall from the time of such reacquisition become
subject to the restrictions and requirements on sale or transfer of loans by
KeyBank under the applicable Coordination Agreement.
(c) LAI and PHEAA acknowledge and agree that this Agreement is intended
to, and does, fulfill or waive the obligations of KeyBank under the provisions
the Coordination Agreements requiring KeyBank to obtain an agreement from
subsequent transferees or secured parties to comply with certain provisions of
Such Coordination Agreements.
9. CONSOLIDATION LOANS. LAI and PHEAA each acknowledge and agree that
solely for purposes of allocating consolidation loans among lenders pursuant to
Section 8.1 of the 1996-1998 Coordination Agreement, Section 8.1 of the 1993-
1995 Coordination Agreement, Section 8.1 of the 1992 Coordination Agreement and
any similar provision in any similar agreements with respect to subsequent
academic years, KeyBank shall be deemed to be the owner of, and lender on, all
loans in the Trust Student Loan Portfolio.
10. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants,
but only with respect to itself and to the best of its knowledge without
independent investigation, that (i) the making and performance of this Agreement
and the activities contemplated hereby have been duly authorized by all
necessary corporate action, and do not and will not (a) violate any provision of
its charter or bylaws; or (b) violate or result in the breach of, or constitute
a default or require any consent under, any agreement or instrument by which it
or any of its property may be bound or affected; and (ii) this Agreement is the
legal, valid and binding obligation of such party, enforceable in accordance
with the terms hereof subject to the exercise of judicial discretion in
accordance with general principles of equity,
8
9
to the valid exercise of the police powers of the several states of the United
States of America and of the constitutional powers of the United States of
America and the bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally. Each party with respect to itself
further represents and warrants that there is no pending or, to its actual
knowledge, threatened litigation that would materially affect that party's
ability to perform its obligations hereunder.
11. LIMITATION OF LIABILITY. (a) Notwithstanding anything contained
herein to the contrary, this instrument has been signed by The First National
Bank of Chicago not in its individual capacity but solely in its capacity as
Eligible Lender Trustee of the Trust and in no event shall The First National
Bank of Chicago in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Trust hereunder, as to all of which recourse shall be had solely to the assets
of the Trust.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been signed by Bankers Trust Company not in its individual
capacity but solely as Indenture Trustee and in no event shall Bankers Trust
Company in its individual capacity have any liability for the representations,
warranties, covenants, agreements or other obligations of the Trust hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Trust.
12. MISCELLANEOUS. (A) The obligations under this Agreement of each of
the parties are several and distinct, each party being responsible solely for
its own Performance pursuant to the terms and conditions of this Agreement. Each
party agrees to pay for any loss, liability or expense, including reasonable
attorney's fees resulting from, or attributable to, any breach by that party of
its obligations arising under this Agreement where the final determination of
liability on the part of such Party is established by an arbitrator (to which
such party has agreed to submit), by a court of law with appropriate
jurisdiction or by way of settlement agreed to by Such party. This section shall
not be construed to limit any party's rights, obligations, liabilities, claims
or defenses which arise as a matter of law or pursuant to any other provision of
this Agreement.
(B) This Agreement shall be construed in accordance with and be
governed by the laws of the State of New York.
(C) This Agreement may not be assigned nor may any, obligations
hereunder be delegated by any party without the written consent of all other
parties, which consent shall not be unreasonably withheld; provided, however,
that this Agreement may not be assigned by the Servicer or Administrator nor may
any of the obligations of the Servicer or Administrator, respectively, be
delegated except in conjunction with an assignment by the Servicer of its
obligations under the Sale and Servicing Agreement or the Administrator of its
obligations under the Sale and Servicing Agreement and the Administration
Agreement, subject to the restrictions on such an assignment contained therein.
9
10
(D) This Agreement may be simultaneously executed in several
counterparts each of which shall be an original and all of which shall
constitute but one and the same instrument.
(E) If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of the remaining provisions of this Agreement,
which shall remain in full force and effect, and the parties hereto shall
continue to be bound thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of the date set forth above.
KEYBANK USA, National Association,
Seller
By:_______________________________
KEYBANK USA, National Association,
Administrator
By:_______________________________
KEYCORP STUDENT LOAN TRUST 1996-A
by The First National Bank of Chicago,
not in its individual capacity but solely
as Eligible Lender Trustee on behalf of
the Trust,
By:_______________________________
INDENTURE TRUSTEE
Bankers Trust Company, not in its
individual capacity but solely as
Indenture Trustee
By:_______________________________
10
11
PENNSYLVANIA HIGHER EDUCATION
ASSISTANCE AGENCY
By:_______________________________
LAW ACCESS, INC.
By:_______________________________
Approved as to form and legality this Approved as to form and legality this
_____ day of __________, 1996. _____ day of __________, 1996.
_____________________________________ _____________________________________
PHEAA Chief Counsel Deputy Attorney General
11