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Exhibit 10.9
ENDORSEMENT TO ALTERNATIVE DEAL SURETY BOND
NUMBERS 1994-A, 1994-B, 1995-A AND 1996-A
This Endorsement is issued to evidence the consent of HEMAR
Insurance Corporation of America (the "Surety"), under Alternative DEAL Surety
Bond Numbers 1994-A, 1994-B, 1995-A and 1996-A, to the sale of any Alternative
DEAL Notes which are insured pursuant to said Surety Bonds or any other
Alternative DEAL Surety Bond, and listed on EXHIBIT A (the "Identified
Alternative DEAL Notes") attached hereto, by Key Bank USA, National Association
("Seller") to The First National Bank of Chicago, a national banking
association, not in its individual capacity but solely as Eligible Lender
Trustee (the "Eligible Lender Trustee") on behalf of the Trust (defined below).
WHEREAS, KeyCorp Student Loan Trust 1999-A, a New York Trust
(the "Trust") was established pursuant to a certain Trust Agreement, dated as of
July 13, 1998, as amended and restated as of January 1, 1999, between Key Bank
USA, National Association, ("Key Bank USA") 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 Identified Alternative DEAL Notes, inter alia, and including all of
its right, title and interest as "Original Insured" or "Insured" under the
Surety Bonds referenced above with respect to the Identified Alternative DEAL
Notes pursuant to a certain Sale and Servicing Agreement, dated as of January 1,
1999 by and among the Seller, Key Bank USA, as the Administrator, the Trust, the
Eligible Lender Trustee, and Pennsylvania Higher Education Assistance Agency and
EFS Services, Inc., as the Servicers (the "Sale and Servicing Agreement").
Pursuant to Section 2(e) of the Surety Bonds referenced above,
the Eligible Lender Trustee shall be entitled to receive notice (and the Surety
agrees to provide such notice) from the Surety that the Surety Bond with respect
to an Identified Alternative Deal Note has been canceled. Such notice shall be
given to:
The First National Bank of Chicago
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One First National Plaza, Suite 0126
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Chicago, Illinois 60670
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Attention: Corporate Trust Administration
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or other such address as the Eligible Lender Trustee may designate in writing to
the Surety.
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For purposes of the Surety Bonds referenced above, including
without limitation, Section 6 thereof, the Eligible Lender Trustee shall have
all rights afforded it as if it were the Original Insured with respect to the
Identified Alternative DEAL Notes. With respect to any Alternative DEAL Notes
which are insured pursuant to the Alternative DEAL Surety Bonds referenced
above, but which are not listed on EXHIBIT A hereto, Key Bank USA, National
Association will continue to be deemed the Original Insured under said Surety
Bonds for purposes of Section 6 and all other provisions of said Surety Bonds.
HEMAR Insurance Corporation
of America, as Surety
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Kevin F. Moehn, President
ATTEST:
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Bruce L. Olson, Secretary
The foregoing Endorsement was issued as of July 13, 1998, by
the undersigned, an insurance agent duly licensed under the laws of the State of
Ohio and authorized to act as agent for HEMAR Insurance Corporation of America.
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Robert E. O'Connell as
authorized Agent for HEMAR
Insurance Corporation of America