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Exhibit 10.8
GUARANTEE AGREEMENT
AMONG
THE EDUCATION RESOURCES INSTITUTE, INC.
AND
KEY BANK USA, NATIONAL ASSOCIATION
AND
THE FIRST NATIONAL BANK OF CHICAGO,
NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS ELIGIBLE LENDER TRUSTEE ON BEHALF
OF KEYCORP STUDENT LOAN TRUST 1999-A
This Guarantee Agreement (the "Guarantee Agreement") is made and
entered into as of the 13th day of July, 1998, by and among THE EDUCATION
RESOURCES INSTITUTE, INC. ("TERI"), a private non-profit corporation organized
under Chapter 180 of the Massachusetts general laws with its principal place of
business at 330 Stuart Street, Suite 500, Boston, Massachusetts 02116-5237, KEY
BANK USA, NATIONAL ASSOCIATION, a national bank organized and existing under the
laws of the United States ("Seller"), and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, not in its individual capacity but solely as
Eligible Lender Trustee ("Eligible Lender Trustee") on behalf of KeyCorp Student
Loan Trust 1999-A (the "Trust").
WHEREAS, Law Access Inc., or its predecessor in interest, Law School
Admission Services, Inc., each of which is a nonstock corporation organized
under the laws of the State of Delaware (collectively "LAI"), administers the
Access Group(sm) Loan Programs (the "Program") whereby law, medical, dental,
business and other graduate students may apply for loans to finance their
education and certain post-graduate education expenses.
WHEREAS, TERI has guaranteed and will guarantee certain Loans (as
defined below) originated under the Programs for which federal guarantees or
reinsurance is not available under the Higher Education Act of 1965, as amended
41.(the "Private Loans");
WHEREAS, as a Lender in the Program, Seller has made loans to Eligible
Borrowers (as defined below) and in anticipation of a public offering of
securities by the Trust (the "Public Offering") will transfer to Eligible Lender
Trustee on behalf of the Trust a portion of the Loans (as defined below) made by
Seller under the Program and from time to time before and after such Public
Offering may transfer to Eligible Lender Trustee on behalf of the Trust certain
additional Loans and certain guarantee fee advances under existing Loans (all
such Loans and related advances acquired by Eligible Lender Trustee on behalf of
the Trust are hereinafter collectively referred to as the "Financed Private
Loans");
WHEREAS, the Pennsylvania Higher Education Assistance Agency, an agency
of the Commonwealth of Pennsylvania ("PHEAA") and EFS Services, Inc., an Indiana
corporation ("EFS"), have each agreed to act as servicer (each a "Servicer" and
together, the "Servicers") and service the Financed Private Loans; and
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WHEREAS, TERI, Seller, and Eligible Lender Trustee wish to enter into
an agreement whereby TERI guarantees the payment of the principal of and
interest on certain of the Financed Private Loans, as specified herein and
subject to the terms and conditions contained in this Guarantee Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, TERI, Seller and Eligible Lender
Trustee agree as follows:
SECTION 1.
DEFINITIONS.
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Wherever used in this Guarantee Agreement, unless the content indicates
a contrary intent or unless otherwise specifically provided in this Guarantee
Agreement, capitalized terms shall have the meanings set forth below:
"Administration Agreement" means the Administration Agreement to be
entered into in connection with the Public Offering by and among the Trust,
Seller in its capacity as Administrator ("Administrator"), and Bankers Trust
Company, not in its individual capacity but solely as Indenture Trustee
("Indenture Trustee").
"Coordination Agreement" shall mean the applicable Coordination
Agreements entered into in connection with the Program, by and among LAI doing
business as the Access Group(sm), PHEAA, Massachusetts Higher Education
Assistance Corporation doing business as American Student Assistance Guarantor
("ASA"), TERI, and Seller, as the same may be amended from time to time.
"Deposit Agreement" means the applicable Deposit Agreements entered
into in connection with the Program, by and among TERI, Seller and, with respect
to one such Deposit Agreement, SLFC, Inc., a non-profit corporation organized
under the laws of the State of Ohio.
"EFS Servicing Agreements" means the existing arrangement under which
EFS services Financed Private Loans and, when executed and delivered, as they
apply to EFS, the Sale and Servicing Agreement and the Supplemental Sale and
Servicing Agreement, including all exhibits, addenda and schedules thereto.
"Eligible Borrower" shall have the meaning specified in the
Coordination Agreement.
"Guarantee Event" shall mean any of the following events:
(a) Failure by an Eligible Borrower to make monthly principal
and/or interest payments on a Financed Private Loan when due,
provided such failure persists for a period of one hundred
twenty (120) consecutive days;
(b) The filing by or against an Eligible Borrower of a petition in
bankruptcy pursuant to any chapter of the federal bankruptcy
code, as amended;
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(C) The death of an Eligible Borrower; or
(d) The total and permanent disability of an Eligible Borrower to
be employed on a full-time basis, as certified by two
qualified physicians.
"Loan" shall mean a LAL Loan, BEL Loan and/or REL Loan made under the
Programs, together with any advances made with respect thereto.
"Operating Reserve" means the aggregate value, determined in accordance
with generally accepted accounting principles, of certain TERI funds and
reserves, namely deferred guarantee fee income, loan loss reserve, designated
purpose fund, guarantee reserve fund, the operating fund, or any fund
established for the purpose of constituting, in part or in whole, the operating
reserve as certified by TERI's independent auditor, and held as security for the
performance of TERI's obligations hereunder.
"Origination and Disbursement Agreements" means the applicable
Origination and Disbursement Agreements entered into in connection with the
Program, among LAI, PHEAA, ASA, TERI and Seller.
"PHEAA Servicing Agreements" means the existing arrangement under which
PHEAA services Financed Private Loans and, when executed and delivered, as they
apply to PHEAA, the Sale and Servicing Agreement and the Supplemental Sale and
Servicing Agreement, including all exhibits, addenda and schedules thereto.
"Promissory Note" shall mean a promissory note executed by an Eligible
Borrower evidencing a Loan.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement
to be entered into in connection with the Public Offering among the Trust,
Seller, Eligible Lender Trustee, Administrator and the Servicers.
"Securityholder" means any holder of one or more securities issued by
the Trust in connection with the Public Offering.
"Servicing Agreements" means, collectively, the PHEAA Servicing
Agreements and EFS Servicing Agreements.
"Supplemental Sale and Servicing Agreements" means the Supplemental
Sale and Servicing Agreement to be entered into in connection with the Public
Offering by and among Administrator, the Trust, Eligible Lender Trustee,
Indenture Trustee and the Servicers.
"TERI Guaranteed Loans" means, collectively, the unpaid and outstanding
principal balance (including capitalized interest, if any) of all loans which
are guaranteed from time to time by TERI, in whole or in part; provided, that
for any loan guaranteed in part by TERI, only that portion of the loan which is
guaranteed by TERI shall be included in such unpaid and outstanding principal
balance.
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"Trust Agreement" means the Trust Agreement dated as of July 13, 1998
by and between Seller, as Depositor, and Eligible Lender Trustee, as the same
may be amended, including by way of amendment and restatement, from time to
time.
SECTION 2.
GUARANTEE OF LOANS.
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2.1. TERI hereby guarantees to Eligible Lender Trustee on behalf of the
Trust, unconditionally except as set forth in Section 2.2, the payment of 100%
of the principal (including capitalized interest) of and accrued interest on
every Financed Private Loan which is a TERI Guaranteed Loan with respect to
which a Guarantee Event has occurred. "Accrued Interest" shall mean interest
accrued and unpaid to the date of payment in full by TERI. TERI's guarantee
shall continue notwithstanding the payment of any penalties or costs by TERI
pursuant to the provisions of any Coordination Agreement. TERI will use its best
efforts to make payment on its guarantee within thirty (30) days, but in no
event later than ninety (90) days, after TERI's receipt of demand stating the
name of the Eligible Borrower, setting forth the Guarantee Event that has
occurred, and including all documents required under Section 2.2. All payments
made by TERI hereunder shall be directed to the applicable Servicer on behalf of
the Eligible Lender Trust.
2.2 TERI's above guarantee with respect to any given Financed Private
Loan that is a TERI Guaranteed Loan is conditioned upon the following:
(a) The claim must have been filed within the time
specified in the applicable Servicing Agreements.
(b) The Financed Private Loan must have been originated
and disbursed to an Eligible Borrower in accordance
with the applicable Coordination Agreement and
related Origination and Disbursement Agreement;
provided, however, that no claim for guarantee shall
be denied by TERI solely because the Financed Private
Loan, when added to the other educational Loans for
that Eligible Borrower, exceeds the maximum aggregate
limits set forth in the applicable Coordination
Agreement.
(c) The Financed Private Loan must have been serviced in
all material respects in accordance with the terms
and provisions of the applicable Servicing
Agreements.
(d) TERI must have received the private guarantee fees,
or TERI's share thereof, applicable to the Financed
Private Loan in accordance with the applicable
Deposit Agreement.
(e) TERI must have received the original of the
Promissory Note for the Financed Private Loan (or, in
the event the original has been lost, misplaced or
destroyed, a copy with accompanying affidavit
describing with particularity said loss, misplacement
or destruction), endorsed to TERI in such manner as
to transfer to TERI all rights in and title to such
Promissory Note, free and
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clear of all liens and encumbrances, and except as
set forth in Section 2.4 of this Guarantee Agreement
and as permitted by any provision of the applicable
Coordination Agreement, of all defenses,
counterclaims, offsets, and rights of rescission that
might be raised by the Eligible Borrower. Acceptance
of a claim by TERI shall not constitute a waiver by
TERI of any defenses TERI might have to such claim.
2.3. TERI's guarantee obligation with respect to any Financed Private
Loan that is a TERI Guaranteed Loan shall not be terminated or otherwise
affected or impaired (i) by Eligible Lender Trustee's or a Servicer's granting
any extension to any Eligible Borrower of time to make the scheduled payments,
or by any other indulgence or indulgences Eligible Lender Trustee or a Servicer
may grant to any Eligible Borrower, provided that all extensions and other
indulgences substantially meet the forbearance standards and other requirements
of the applicable Servicing Agreements, (ii) because of any fraud, illegal or
improper acts of any Eligible Borrower, or (iii) except as provided in Section
2.4, because any Eligible Borrower may, by operation of law or otherwise, be
relieved of liability upon his or her Financed Private Loans.
2.4. Notwithstanding anything herein to the contrary, in the event that
any Financed Private Loan that is a TERI Guaranteed Loan becomes unenforceable
because the terms thereof, or the forms of the application or Promissory Note
related thereto, violate any provision of applicable state law, TERI shall be
obligated to pay Eligible Lender Trustee one-half (1/2) of the unpaid principal
balance (including capitalized interest) thereof and accrued interest thereon to
the date of payment, and if the unenforceability of the Financed Private Loan is
discovered after payment of the guarantee claim has been made in accordance with
Section 2.1, Seller shall forthwith reimburse TERI for one-half (1/2) of TERI's
guarantee payment.
2.5. If TERI denies a claim on any Financed Private Loan that is a TERI
Guaranteed Loan on the grounds that it fails to meet the conditions contained
within Section 2.2, Eligible Lender Trustee or a Servicer on Eligible Lender
Trustee's behalf may thereafter request that TERI reinstate the guarantee of
such Financed Private Loan which request will not be unreasonably denied;
provided, however, (i) Eligible Lender Trustee or such Servicer corrects the
deficiencies and receives three consecutive full monthly payments from the
Eligible Borrower and (ii) at the time of Eligible Lender Trustee's or such
Servicer's request that the Eligible Borrower is within thirty (30) days of
being current on his or her payments on such Financed Private Loan.
2.6. TERI's guarantee hereunder is continuing and an absolute guarantee
of payment covering the Financed Private Loans that are TERI Guaranteed Loans
now or hereafter owned by Eligible Lender Trustee on behalf of the Trust.
2.7. With respect to any Financed Private Loan that is a TERI
Guaranteed Loan, if TERI fails to honor its guarantee commitment under this
Guarantee Agreement, its guarantee obligation to Eligible Lender Trustee shall
be effective immediately, without demand, presentment, protest or notice of any
kind, all of which are hereby waived.
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2.8. TERI agrees not to exercise any right of subrogation,
reimbursement, indemnity, contribution or the like against any Eligible Borrower
unless and until all of TERI's obligations to Eligible Lender Trustee under this
Guarantee Agreement with respect to such Eligible Borrower's Loans have been
satisfied in full.
SECTION 3.
OBLIGATIONS OF TERI.
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3.1. (a) TERI shall furnish to Administrator (i) within forty-five (45)
days after the end of each of the quarter-annual periods of each of its fiscal
years (and, in any event, in each case as soon as it is available) TERI's
balance sheet at the end of such period and a profit and loss statement for that
period, all certified by a financial officer of TERI, (ii) within ninety (90)
days after the end of each of TERI's fiscal years (and, in any event, as soon as
it is available), a complete annual financial statement for TERI for that year
prepared and certified by an independent public accountant, and (iii) forthwith
upon Administrator's written request, such other information about TERI's
financial condition as Administrator may reasonably request.
(b) TERI shall furnish to any Securityholder upon request a
copy of TERI's most recent audited financial statements.
3.2. TERI covenants that all servicing and collections activities on
Financed Private Loans purchased by TERI, and all pre-claim assistance performed
by TERI prior to such purchase, shall be performed in compliance with all
applicable state and federal laws for the protection of consumers relating to
the servicing and collecting of loans, including but not limited to the Fair
Debt Collection Practices Act, applicable retail installment acts, and state
collection statutes.
3.3 TERI agrees that so long as this Guarantee Agreement remains in
effect:
(a) it will not cause or permit its Operating Reserve to
fall below 3% of TERI Guaranteed Loans, provided,
that if TERI shall obtain reinsurance while this
Guarantee Agreement remains in effect, TERI may
adjust its Operating Reserve percentage to the same
extent that any such adjustment is made to the
required level of TERI's Operating Reserves under the
substantially similar provisions of other guarantee
agreements to which Seller and TERI are parties if
the reinsurance obtained applies to the Financed
Private Loans that are TERI Guaranteed Loans and TERI
observes and complies with respect to such Financed
Private Loans with the same terms, conditions or
covenants applicable to the adjustment of Operating
Reserves under such other guarantee agreements; and
(b) at least semi-annually, TERI, at its sole cost and
expense, will submit to the Eligible Lender Trustee
an actuarial default risk study (the "Actuarial
Study"), prepared by a nationally recognized
accounting or actuarial firm in accordance with the
Code of Professional Conduct and Qualifications
Standards of the
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American Academy of Actuaries and the then current
Actuarial Standards of Practice adopted by the
Actuarial Standards Board, which, by its terms, may
be relied upon by Seller and the Eligible Lender
Trustee and which establishes that TERI's existing
loan loss reserves for each loan program are adequate
to cover anticipated estimated future net defaults.
In the event that its Operating Reserve falls below
the level required by (a) above or the Actuarial
Report fails to establish the adequacy of loan loss
reserves, as described in (b) above, and TERI fails,
within 30 days of its receipt of notice of such
situation, to provide the Eligible Lender Trustee
with evidence that such situation has been corrected,
then TERI shall not guarantee any additional loans
for any lender and shall not undertake any additional
commitments to guarantee any such loans without the
express written consent of the Eligible Lender
Trustee, which consent shall not be unreasonably
withheld; provided, that nothing in this section
shall prohibit TERI from continuing to guarantee
loans for a lender which has a binding commitment to
lend to a borrower; and further provided that nothing
in this section shall prohibit TERI from continuing
to guarantee loans originated by Seller under the
Program or otherwise.
3.4. TERI agrees that it will not (i) undertake any additional
commitments to guarantee any loans, (ii) undertake any additional business
opportunities, or (iii) make any gifts or expend any funds, if in its reasonable
belief, such additional commitments, guarantees, business opportunities, gifts
or expenditures would cause its Operating Reserve to at any time fall below the
level required by Section 3.3 of this Guarantee Agreement.
SECTION 4.
OBLIGATIONS OF SELLER AND ELIGIBLE LENDER TRUSTEE.
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4.1. If TERI shall have purchased a Financed Private Loan that is a
TERI Guaranteed Loan due to the occurrence of a Guarantee Event, Seller shall
purchase such Financed Private Loan from TERI if TERI succeeds, after purchase,
in obtaining from the affected Eligible Borrower three (3) full consecutive
monthly payments. Seller shall have no obligation to purchase any such Financed
Private Loan unless and until (i) the aggregate principal balance (including
capitalized interest) on Private Loans (which, for purposes of this Section 4.1,
include Financed Private Loans and any other Private Loan which Seller is
obligated to repurchase pursuant to the substantially similar provisions of any
guarantee agreement to which TERI and Seller are parties) to be purchased equals
or exceeds Fifty Thousand Dollars ($50,000) at the time of notice by TERI
hereunder; (ii) all such Financed Private Loans subject to purchase are less
than thirty (30) days past due at time of such notice, and (iii) TERI provides
Seller with written notice of the Financed Private Loans qualifying for purchase
hereunder. Seller shall purchase all such Financed Private Loans within
forty-five (45) days of receipt of written notice from TERI. This purchase
obligation may be invoked by TERI only once as to any Financed Private Loan. In
addition to the foregoing, if TERI shall have purchased a Financed Private Loan
that is a TERI Guaranteed Loan for which a copy of the Promissory Note was not
received as provided in Section 2.2(e), Seller shall purchase such Financed
Private Loan within forty-five (45)
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days of written notice from TERI that the Promissory Note was held unenforceable
by a court of competent jurisdiction as the result of the unavailability of the
original of such Promissory Note. TERI agrees to endorse the original of such
Promissory Note (or, in the event the original has been lost, misplaced, or
destroyed, a copy with accompanying affidavit describing with particularity said
loss, misplacement or destruction) purchased by Seller in accordance with the
provisions of this paragraph in such manner as to transfer to Seller all rights
in and title to such Promissory Note, free and clear of all claims, liens,
encumbrances, defenses, counterclaims, offsets, and rights of rescission that
might be raised by an Eligible Borrower as a result of any action or inaction by
TERI in the servicing and collection of such Financed Private Loan during the
time such Financed Private Loan was owned by TERI.
4.2. Eligible Lender Trustee agrees to fully cooperate with TERI in the
prosecution of any claim in bankruptcy court to determine the dischargeability
of any Financed Private Loan that is a TERI Guaranteed Loan of an Eligible
Borrower. Notwithstanding the foregoing, TERI shall be responsible for any and
all attorneys' fees and court costs and any costs and expenses of the Eligible
Lender Trustee in connection with the prosecution of any claim to determine
dischargeability.
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
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5.1. Each party with respect to itself represents and warrants that the
making and performance of this Guarantee Agreement and the activities
contemplated under this Guarantee Agreement have been duly authorized by all
necessary corporate action, and do not and will not:
(a) violate any provision of applicable law, or any
applicable regulation, order, decree, writ or
injunction, or 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 material
agreement or material instrument by which it or any
of its property may be bound or affected;
and this Guarantee Agreement is the legal, valid and binding obligation of such
party, enforceable in accordance with the terms of this Guarantee Agreement
subject to (i) the exercise of judicial discretion in accordance with general
principles of equity, (ii) the exercise of the police powers of the several
states of the United States of America, (iii) the constitutional powers of the
United States of America, and (iv) the bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditor's rights generally. Each party
with respect to itself further represents and warrants that there is no pending
or threatened litigation that would materially impact that party's ability to
perform its obligations under this Guarantee Agreement.
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SECTION 6.
MISCELLANEOUS.
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6.1. The obligations under this Guarantee 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 contained in this Guarantee
Agreement. Each party agrees to pay for any loss, liability or expense,
including reasonable attorneys' fees resulting from, or attributable to, any
breach by that party of its obligations arising under this Guarantee 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 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 Guarantee Agreement.
6.2. None of the parties hereto is or will hold itself out to be the
agent of any of the other parties with regard to any transaction under or
pursuant to this Guarantee Agreement except as otherwise described with respect
to the Seller, the Eligible Lender Trustee or the Administrator in the Sale and
Servicing Agreement or the Administration Agreement.
6.3. Each party's respective rights, remedies, powers, privileges, and
discretion ("Rights and Remedies") shall be cumulative and not exclusive of any
rights. No delays or omissions by any party in exercising or enforcing any of
its Rights and Remedies shall operate as or constitute a waiver of them. No
waiver by a party of any default under this Guarantee Agreement shall operate as
a waiver of any other default under this Guarantee Agreement. No single or
partial exercise by a party of any of its Rights and Remedies shall preclude the
other or further exercise of such Rights and Remedies. No waiver or modification
of a party's Rights and Remedies on any one occasion shall be deemed a waiver on
any subsequent occasion, nor shall it be deemed a continuing waiver. All Rights
and Remedies shall be cumulative and not alternative or exclusive, and a party
may exercise them at such time or times and in such order of preference as it in
its sole discretion may determine.
6.4. This Guarantee Agreement may be modified only by written agreement
of the parties to this Guarantee Agreement, except as may otherwise be set forth
in this Guarantee Agreement.
6.5. Any determination that any provision of this Guarantee Agreement
is invalid, illegal, or unenforceable in any respect shall not affect the
validity, legality, or enforceability of such provision in any other instance
and shall not affect the validity, legality, or enforceability of any other
provision of this Guarantee Agreement.
6.6. This Guarantee Agreement shall be governed and construed in
accordance with Massachusetts law, without regard to principles of conflict of
laws. Eligible Lender Trustee, Seller and TERI each consent to jurisdiction in
the Court of Common Pleas for Cuyahoga County, Ohio, the United States District
Court for the Northern District of Ohio, Eastern Division, the appropriate Court
Department for Suffolk County, located in Boston, Massachusetts, and the United
States District Court for the District of Massachusetts, as judicial forums
within which any action to enforce the provisions hereof or any disputes arising
under this Guarantee Agreement may be brought.
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6.7. This Guarantee Agreement may not be assigned or delegated by TERI
or Seller without Eligible Lender Trustee's written consent. The rights of
Eligible Lender Trustee hereunder may be assigned in whole or in part by
Eligible Lender Trustee to any permitted successor or to any purchaser of all or
any part of its interest in the Financed Private Loans without TERI's approval;
provided, however, that Eligible Lender Trustee's obligations hereunder shall be
assumed by any such successor or purchaser in writing. TERI acknowledges that
Eligible Lender Trustee will pledge the Financed Private Loans and all its
rights hereunder to Indenture Trustee and agrees that in the event Indenture
Trustee forecloses upon such collateral, Indenture Trustee may exercise any or
all of Eligible Lender Trustee's rights hereunder.
6.8. All notices under this Guarantee Agreement shall be sent by any
means requiring receipt signature, or if by facsimile confirmed by first class
mail, postage or other delivery charge prepaid to:
TERI: Paul C. McCarty
Senior Vice President
The Education Resources Institute, Inc.
330 Stuart Street
Boston, Massachusetts 02116-5237
Seller: Randall M. Behm
Senior Vice President
Key Bank USA, National Association
800 Superior Avenue, 4th Floor
Cleveland, Ohio 44114
Eligible Lender
Trustee: The First National Bank of Chicago,
not in its individual capacity but solely as Eligible
Lender Trustee on behalf of KeyCorp Student Loan Trust 1998-A
Attention: Corporate Trust Administration
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Any party may, by notice to the other parties in accordance with this section,
designate a different address for notices thereafter under this Guarantee
Agreement.
6.9. 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 Eligible Lender Trustee of the Trust
hereunder, as to all of which recourse shall be had solely to the assets of the
Trust.
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IN WITNESS WHEREOF, the undersigned have caused this Guarantee
Agreement to be executed by their duly authorized officers as of the day and
year indicated above.
THE EDUCATION RESOURCES INSTITUTE,
INC.
By:
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Name:
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Title:
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KEY BANK USA, NATIONAL ASSOCIATION
By:
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Darlene Dimitrijevs
Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, not in its individual
capacity but solely as Eligible
Lender Trustee on behalf of KeyCorp
Student Loan Trust 1999-A
By:
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Name:
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Title:
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