Exhibit 4.9
EXECUTION COPY
GROUP I PUT OPTION AGREEMENT
This GROUP I PUT OPTION AGREEMENT, dated September 14, 2001 (the
"Agreement"), among KEYBANK NATIONAL ASSOCIATION, a national banking
association, as put provider (the "Put Option Provider"), KEYCORP STUDENT LOAN
TRUST 2001-A, as the put beneficiary (the "Trust"), KEY CONSUMER RECEIVABLES
LLC, as depositor (the "Depositor"), THE CHASE MANHATTAN BANK, a New York
banking corporation, as indenture trustee (the "Indenture Trustee") and KEY BANK
USA, NATIONAL ASSOCIATION ("KBUSA"), as calculation agent (the "Calculation
Agent").
WHEREAS, a Sale and Servicing Agreement, dated as of September 1, 2001
(the "Sale and Servicing Agreement"), has been entered into by each of the
Trust, as issuer, Key Consumer Receivables LLC, as depositor, Key Bank USA,
National Association, as master servicer, Bank One, National Association, as
eligible lender trustee and Key Bank USA, National Association, as
administrator;
WHEREAS, the Trust, desires to enter into this Agreement, to provide
for the sale of the Group I Student Loans to the Put Option Provider on the Put
Option Exercise Date for the Group I Put Option Exercise Price;
WHEREAS, the Indenture Trustee has agreed to exercise such Group I Put
Option on behalf of the Trust on the terms and subject to the conditions set
forth in Section 9.01(b) of the Sale and Servicing Agreement;
WHEREAS, the Depositor, as sole owner of the beneficial interest in
the Trust, has agreed to purchase the Put Option for the Trust;
WHEREAS, the Put Option Provider is willing, in exchange for an
upfront fee separately agreed upon by the parties, to purchase the Group I
Student Loans and pay an amount therefor equal to the Group I Put Option
Purchase Price to the Indenture Trustee on the Put Option Exercise Date as
further set forth herein; and
WHEREAS, the Calculation Agent is willing to provide certain
calculations as set forth herein in connection with the exercise of the Group I
Put Option; and
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. DEFINITIONS.
The following capitalized terms used herein shall have the meanings
set forth below. Capitalized terms used herein and not otherwise defined shall
each have the meaning set forth in Appendix A to the Sale and Servicing
Agreement, which also contains rules as to usage and construction that shall be
applicable herein.
"Fair Market Value" has the meaning set forth in Section 5 hereof.
"Group I Put Option" means the option to sell the Group I Student
Loans to the Put Option Provider on the Put Option Exercise Date, for the
related Put Option Exercise Price, as set forth in this Agreement.
"Group I Put Option Exercise Price" means, with respect to the Group I
Put Option, an amount equal to the Fair Market Value of the Group I Student
Loans on the Put Option Exercise Date, as determined in accordance with this
Agreement, plus accrued interest thereon.
"Group I Student Loans" means any graduate or undergraduate student
loans listed on Schedules A-1 and B-1 of the Sale and Servicing Agreement (as
such Schedules may be amended from time to time in accordance with the terms of
the Sale and Servicing Agreement) that are outstanding on the Put Option
Exercise Date.
"Minimum Acceptable Put Option Exercise Price" means the aggregate
outstanding principal balance of the Group I Notes as of the September 2011
Distribution Date (plus accrued and unpaid interest thereon payable on such
Distribution Date, including any related Noteholders' Interest Index Carryover),
plus any amounts then owed to the Swap Counterparty, the Cap Provider or the
Securities Insurer with respect to the Group I Notes.
"Notice of Exercise of Put Option" means to notice to the Put Option
Provider from the Indenture Trustee informing the Put Option Provider of the
Trust's intention to exercise the Group I Put Option, in substantially the form
set forth in Exhibit A hereto.
"Put Option Exercise Date" means September 27, 2011.
"Put Option Price" means $43,750.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of September 1, 2001, among the Issuer, the Depositor, the Master
Servicer, Eligible Lender Trustee and the Administrator.
2. REPRESENTATIONS OF THE PUT OPTION PROVIDER.
KeyBank National Association, as Put Option Provider, makes the
following representations on which the Trust and the Indenture Trustee are
deemed to have relied in entering into this Agreement. The representations speak
as of the execution and delivery of this Agreement.
(a) ORGANIZATION AND GOOD STANDING. KeyBank National Association is
duly organized and validly existing as a national banking association in good
standing under the laws of the United States of America, with the power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted.
(b) POWER AND AUTHORITY OF KEYBANK NATIONAL ASSOCIATION. KeyBank
National Association has the corporate power and authority to execute and
deliver this Agreement and to carry out their respective terms; this Agreement
has been duly authorized by KeyBank National Association by all necessary
corporate action; KeyBank National Association has full corporate power and
authority to perform its obligations pursuant to this Agreement and KeyBank
National Association has duly authorized the execution and delivery of this
Agreement, and performance of its obligations pursuant to this Agreement by all
necessary corporate action.
(c) BINDING OBLIGATION. This Agreement constitutes a legal, valid and
binding obligation of KeyBank National Association, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and
similar laws relating to creditors' rights generally or the rights of creditors
of banks the deposit accounts of which are insured by the FDIC and subject to
general principles of equity.
(d) NO VIOLATION. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof or thereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time or both) a default under,
the articles of association or by-laws of KeyBank National Association, or any
indenture, agreement or other instrument to which KeyBank National Association
is a party or by which it shall be bound, which breach or default would
reasonably be expected to have a material adverse effect on the condition of
KeyBank National Association, financial or otherwise, or adversely affect the
transactions contemplated by this Agreement; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument; nor violate any law or, to the
knowledge of KeyBank National Association, any order, rule or regulation
applicable to KeyBank National Association of any court or of any Federal or
state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over KeyBank National Association or its
properties.
(e) NO PROCEEDINGS. There are no proceedings or, to its best
knowledge, investigations pending against KeyBank National Association or, to
its best knowledge, threatened against KeyBank National Association before any
court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over KeyBank National Association or its
properties: (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (iii) seeking any determination or ruling that could reasonably be
expected to have a material and adverse effect on the performance by KeyBank
National Association of its obligations under, or the validity or enforceability
of, this Agreement.
(f) ALL CONSENTS. All authorizations, consents, orders or approvals of
or registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by KeyBank National Association in connection with the execution and
delivery by KeyBank National Association of this Agreement and the performance
by KeyBank National Association of its duties contemplated by this Agreement
have been duly obtained, effected or given and are in full force and effect.
(g) RESOLUTIONS. The execution and delivery of this Agreement is in
the ordinary course of KeyBank National Association's business and no special
resolutions of it board of directors is required in connection with the
transactions contemplated hereunder.
3. GRANT OF THE GROUP I PUT OPTION.
(a) The Put Option Provider, in consideration of the receipt of the
Put Option Price, hereby grants to the Indenture Trustee, on behalf of the
Trust, the right, on the terms and subject to the conditions set forth in this
Agreement, to exercise the Group I Put Option on the Put Option Exercise Date,
and agrees, upon exercise by the Indenture Trustee of the Group I Put Option
pursuant to Section 4 hereof, to pay to the Indenture Trustee the Group I Put
Option Exercise Price on such Put Option Exercise Date, in immediately available
funds, in accordance with the instructions set forth in the Notice of Exercise
of Put Option; provided, however, all obligations of the Put Option Provider
hereunder shall terminate if the Group I Put Option has not been exercised by
the Indenture Trustee on the Put Option Exercise Date in accordance with Section
4 hereof.
(b) The Depositor hereby agrees to make (or cause to be made) a
payment to the Put Option Provider on the date hereof in the amount of the Put
Option Price in consideration of the Put Option Provider granting the Group I
Put Option to the Indenture Trustee on behalf of the Trust.
4. EXERCISE OF PUT OPTION.
The Indenture Trustee, subject to the conditions set forth in ss. 9.01
of the Sale and Servicing Agreement, shall provide the Put Option Provider with
a Notice of Exercise of Put Option no later than five Business Days prior to the
Put Option Exercise Date.
5. DETERMINATION OF FAIR MARKET VALUE.
The Calculation Agent shall no earlier than three months nor later
than 15 Business Days prior to the Put Option Exercise Date, solicit at least
three bids for the Group I Student Loans from dealers (which may not include
KeyBank National Association, Key Bank USA, National Association, or any of
their affiliates) then active in the market for whole loan purchases of student
loans. Upon receipt of such bids, the Calculation Agent shall determine the fair
market value ("Fair Market Value") of the Group I Student Loans, which shall be
an amount equal to the lesser of (i) the lowest bid received that is at least
equal to the Minimum Acceptable Put Option Exercise Price minus all sums on
deposit in the Group I Reserve Account and (ii) the highest bid received.
6. MISCELLANEOUS.
(a) NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows: (i) if to the Calculation Agent,
to Key Bank USA, National Association, 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx, Xxxx 00000 Attention: Key Education Resources, KeyCorp Student Loan
Trust 2001-A, (ii) if to the Indenture Trustee, to The Chase Manhattan Bank, 000
Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate
Trust and Agency Group, Structured Finance Team, (iii) if to the Put Option
Provider, to KeyBank National Association, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx
00000 Attention: Key Education Resources, KeyCorp Student Loan Trust 2001-A, or
to such other address as any party shall have provided to the other parties in
writing. Any notice required to be in writing hereunder shall be deemed given if
such notice is mailed by certified mail, postage prepaid, or hand-delivered to
the address of such party as provided above.
(b) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(c) HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
(d) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
(e) SEVERABILITY. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
(f) LIMITATION OF LIABILITY OF INDENTURE TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
The Chase Manhattan Bank not in its individual capacity but solely as Indenture
Trustee.
(g) THIRD-PARTY BENEFICIARIES. The Eligible Lender Trustee and the
Swap Counterparty are third-party beneficiaries to this Agreement and are
entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if they were a parties hereto and this Agreement may not be amended
without the written consent of the Eligible Lender Trustee and the Swap
Counterparty.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
KEYBANK NATIONAL ASSOCIATION, as Put
Option Provider,
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
KEY CONSUMER RECEIVABLES LLC,
as Depositor
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: President
KEY BANK USA, NATIONAL ASSOCIATION, as
Calculation Agent,
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Indenture Trustee,
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
KEYCORP STUDENT LOAN TRUST 2001-
A
By: BANK ONE, NATIONAL ASSOCATION,
not in its individual capacity, but
solely as Eligible Lender Trustee
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Authorized Officer
EXHIBIT A
NOTICE OF EXERCISE OF PUT OPTION
September ____, 2011
KeyBank National Association
000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000
Attention:_________________
Reference is made to a Group I Put Option Agreement, dated September
14, 2001 (the "Group I Put Option Agreement"), among KeyBank National
Association, as put option provider (the "Put Option Provider"), The Chase
Manhattan Bank, as indenture trustee (the "Indenture Trustee') and Key Bank USA,
National Association, as calculation agent.
Pursuant to Section 4 of the Group I Put Option Agreement, we hereby
notify you of our intention to exercise the Group I Put Option on the Put Option
Exercise Date, at the Group I Put Option Exercise Price of
$_____________________. We hereby certify that such Group I Put Option Exercise
Price is at least equal to the excess of (i) the Minimum Acceptable Put Option
Exercise Price over (ii) all sums on deposit in the Group I Reserve Account.
Please remit the Group I Put Option Exercise Price to the following
account by not later than 11 A.M. New York City time on the Put Option Exercise
Date:
[indicate account number]
Very truly yours,
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Indenture Trustee,
By:
------------------------------
Name:
Title:
EXECUTION COPY
GROUP II PUT OPTION AGREEMENT
This GROUP II PUT OPTION AGREEMENT, dated September 14, 2001 (the
"Agreement"), among KEYBANK NATIONAL ASSOCIATION, a national banking
association, as put provider (the "Put Option Provider"), KEYCORP STUDENT LOAN
TRUST 2001-A, as the put beneficiary (the "Trust"), KEY CONSUMER RECEIVABLES
LLC, as depositor (the "Depositor"), THE CHASE MANHATTAN BANK, a New York
banking corporation, as indenture trustee (the "Indenture Trustee") and KEY BANK
USA, NATIONAL ASSOCIATION ("KBUSA"), as calculation agent (the "Calculation
Agent").
WHEREAS, a Sale and Servicing Agreement, dated as of September 1, 2001
(the "Sale and Servicing Agreement"), has been entered into by each of the
Trust, as issuer, Key Consumer Receivables LLC, as depositor, Key Bank USA,
National Association, as master servicer, Bank One, National Association, as
eligible lender trustee and Key Bank USA, National Association, as
administrator;
WHEREAS, the Trust, desires to enter into this Agreement, to provide
for the sale of the Group II Student Loans to the Put Option Provider on the Put
Option Exercise Date for the Group II Put Option Exercise Price;
WHEREAS, the Indenture Trustee has agreed to exercise such Group II
Put Option on behalf of the Trust on the terms and subject to the conditions set
forth in Section 9.01(b) of the Sale and Servicing Agreement;
WHEREAS, the Depositor, as sole owner of the beneficial interest in
the Trust, has agreed to purchase the Put Option for the Trust;
WHEREAS, the Put Option Provider is willing, in exchange for an
upfront fee separately agreed upon by the parties, to purchase the Group II
Student Loans and pay an amount therefor equal to the Group II Put Option
Purchase Price to the Indenture Trustee on the Put Option Exercise Date as
further set forth herein; and
WHEREAS, the Calculation Agent is willing to provide certain
calculations as set forth herein in connection with the exercise of the Group II
Put Option; and
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. DEFINITIONS.
The following capitalized terms used herein shall have the meanings
set forth below. Capitalized terms used herein and not otherwise defined shall
each have the meaning set forth in Appendix A to the Sale and Servicing
Agreement, which also contains rules as to usage and construction that shall be
applicable herein.
"Fair Market Value" has the meaning set forth in Section 5 hereof.
"Group II Put Option" means the option to sell the Group II Student
Loans to the Put Option Provider on the Put Option Exercise Date, for the
related Put Option Exercise Price, as set forth in this Agreement.
"Group II Put Option Exercise Price" means, with respect to the Group
II Put Option, an amount equal to the Fair Market Value of the Group II Student
Loans on the Put Option Exercise Date, as determined in accordance with this
Agreement, plus accrued interest thereon.
"Group II Student Loans" means any graduate or undergraduate student
loans listed on Schedules A-1 and B-1 of the Sale and Servicing Agreement (as
such Schedules may be amended from time to time in accordance with the terms of
the Sale and Servicing Agreement) that are outstanding on the Put Option
Exercise Date.
"Minimum Acceptable Put Option Exercise Price" means the aggregate
outstanding principal balance of the Group II Notes as of the September 2011
Distribution Date (plus accrued and unpaid interest thereon payable on such
Distribution Date, including any related Noteholders' Interest Index Carryover),
plus any amounts then owed to the Swap Counterparty, the Cap Provider or the
Securities Insurer with respect to the Group II Notes.
"Notice of Exercise of Put Option" means to notice to the Put Option
Provider from the Indenture Trustee informing the Put Option Provider of the
Trust's intention to exercise the Group II Put Option, in substantially the form
set forth in Exhibit A hereto.
"Put Option Exercise Date" means September 27, 2011.
"Put Option Price" means $56,250.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of September 1, 2001, among the Issuer, the Depositor, the Master
Servicer, Eligible Lender Trustee and the Administrator.
2. REPRESENTATIONS OF THE PUT OPTION PROVIDER.
KeyBank National Association, as Put Option Provider, makes the
following representations on which the Trust and the Indenture Trustee are
deemed to have relied in entering into this Agreement. The representations speak
as of the execution and delivery of this Agreement.
(a) ORGANIZATION AND GOOD STANDING. KeyBank National Association is
duly organized and validly existing as a national banking association in good
standing under the laws of the United States of America, with the power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted.
(b) POWER AND AUTHORITY OF KEYBANK NATIONAL ASSOCIATION. KeyBank
National Association has the corporate power and authority to execute and
deliver this Agreement and to carry out their respective terms; this Agreement
has been duly authorized by KeyBank National Association by all necessary
corporate action; KeyBank National Association has full corporate power and
authority to perform its obligations pursuant to this Agreement and KeyBank
National Association has duly authorized the execution and delivery of this
Agreement, and performance of its obligations pursuant to this Agreement by all
necessary corporate action.
(c) BINDING OBLIGATION. This Agreement constitutes a legal, valid and
binding obligation of KeyBank National Association, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and
similar laws relating to creditors' rights generally or the rights of creditors
of banks the deposit accounts of which are insured by the FDIC and subject to
general principles of equity.
(d) NO VIOLATION. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof or thereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time or both) a default under,
the articles of association or by-laws of KeyBank National Association, or any
indenture, agreement or other instrument to which KeyBank National Association
is a party or by which it shall be bound, which breach or default would
reasonably be expected to have a material adverse effect on the condition of
KeyBank National Association, financial or otherwise, or adversely affect the
transactions contemplated by this Agreement; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument; nor violate any law or, to the
knowledge of KeyBank National Association, any order, rule or regulation
applicable to KeyBank National Association of any court or of any Federal or
state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over KeyBank National Association or its
properties.
(e) NO PROCEEDINGS. There are no proceedings or, to its best
knowledge, investigations pending against KeyBank National Association or, to
its best knowledge, threatened against KeyBank National Association before any
court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over KeyBank National Association or its
properties: (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (iii) seeking any determination or ruling that could reasonably be
expected to have a material and adverse effect on the performance by KeyBank
National Association of its obligations under, or the validity or enforceability
of, this Agreement.
(f) ALL CONSENTS. All authorizations, consents, orders or approvals of
or registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by KeyBank National Association in connection with the execution and
delivery by KeyBank National Association of this Agreement and the performance
by KeyBank National Association of its duties contemplated by this Agreement
have been duly obtained, effected or given and are in full force and effect.
(g) RESOLUTIONS. The execution and delivery of this Agreement is in
the ordinary course of KeyBank National Association's business and no special
resolutions of it board of directors is required in connection with the
transactions contemplated hereunder.
3. GRANT OF THE GROUP II PUT OPTION.
(a) The Put Option Provider, in consideration of the receipt of the
Put Option Price, hereby grants to the Indenture Trustee, on behalf of the
Trust, the right, on the terms and subject to the conditions set forth in this
Agreement, to exercise the Group II Put Option on the Put Option Exercise Date,
and agrees, upon exercise by the Indenture Trustee of the Group II Put Option
pursuant to Section 4 hereof, to pay to the Indenture Trustee the Group II Put
Option Exercise Price on such Put Option Exercise Date, in immediately available
funds, in accordance with the instructions set forth in the Notice of Exercise
of Put Option; provided, however, all obligations of the Put Option Provider
hereunder shall terminate if the Group II Put Option has not been exercised by
the Indenture Trustee on the Put Option Exercise Date in accordance with Section
4 hereof.
(b) The Depositor hereby agrees to make (or cause to be made) a
payment to the Put Option Provider on the date hereof in the amount of the Put
Option Price in consideration of the Put Option Provider granting the Group II
Put Option to the Indenture Trustee on behalf of the Trust.
4. EXERCISE OF PUT OPTION.
The Indenture Trustee, subject to the conditions set forth in ss. 9.01
of the Sale and Servicing Agreement, shall provide the Put Option Provider with
a Notice of Exercise of Put Option no later than five Business Days prior to the
Put Option Exercise Date.
5. DETERMINATION OF FAIR MARKET VALUE.
The Calculation Agent shall no earlier than three months nor later
than 15 Business Days prior to the Put Option Exercise Date, solicit at least
three bids for the Group II Student Loans from dealers (which may not include
KeyBank National Association, Key Bank USA, National Association, or any of
their affiliates) then active in the market for whole loan purchases of student
loans. Upon receipt of such bids, the Calculation Agent shall determine the fair
market value ("Fair Market Value") of the Group II Student Loans, which shall be
an amount equal to the lesser of (i) the lowest bid received that is at least
equal to the Minimum Acceptable Put Option Exercise Price minus all sums on
deposit in the Group II Reserve Account and (ii) the highest bid received.
6. MISCELLANEOUS.
(a) Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows: (i) if to the Calculation Agent,
to Key Bank USA, National Association, 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx, Xxxx 00000 Attention: Key Education Resources, KeyCorp Student Loan
Trust 2001-A, (ii) if to the Indenture Trustee, to The Chase Manhattan Bank, 000
Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate
Trust and Agency Group, Structured Finance Team, (iii) if to the Put Option
Provider, to KeyBank National Association, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx
00000 Attention: Key Education Resources, KeyCorp Student Loan Trust 2001-A, or
to such other address as any party shall have provided to the other parties in
writing. Any notice required to be in writing hereunder shall be deemed given if
such notice is mailed by certified mail, postage prepaid, or hand-delivered to
the address of such party as provided above.
(b) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(c) HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
(d) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
(e) SEVERABILITY. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
(f) LIMITATION OF LIABILITY OF INDENTURE TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
The Chase Manhattan Bank not in its individual capacity but solely as Indenture
Trustee.
(g) THIRD-PARTY BENEFICIARIES. The Eligible Lender Trustee, the Swap
Counterparty and the Securities Insurer are third-party beneficiaries to this
Agreement and are entitled to the rights and benefits hereunder and may enforce
the provisions hereof as if they were a parties hereto and this Agreement may
not be amended without the prior written consent of the Eligible Lender Trustee,
the Swap Counterparty and the Securities Insurer.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
KEYBANK NATIONAL ASSOCIATION,
as Put Option Provider,
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
KEY CONSUMER RECEIVABLES LLC,
as Depositor
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: President
KEY BANK USA, NATIONAL ASSOCIATION,
as Calculation Agent,
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Indenture Trustee,
By: /s/ Xxxxxxxx Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
KEYCORP STUDENT LOAN TRUST 2001-A
By: BANK ONE, NATIONAL ASSOCATION,
not in its individual capacity, but
solely as Eligible Lender Trustee
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Authorized Officer
EXHIBIT A
NOTICE OF EXERCISE OF PUT OPTION
September ____, 2011
KeyBank National Association
000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000
Attention:_________________
Reference is made to a Group II Put Option Agreement, dated September
14, 2001 (the "Group II Put Option Agreement"), among KeyBank National
Association, as put option provider (the "Put Option Provider"), The Chase
Manhattan Bank, as indenture trustee (the "Indenture Trustee') and Key Bank USA,
National Association, as calculation agent.
Pursuant to Section 4 of the Group II Put Option Agreement, we hereby
notify you of our intention to exercise the Group II Put Option on the Put
Option Exercise Date, at the Group II Put Option Exercise Price of
$_____________________. We hereby certify that such Group II Put Option Exercise
Price is at least equal to the excess of (i) the Minimum Acceptable Put Option
Exercise Price over (ii) all sums on deposit in the Group II Reserve Account.
Please remit the Group II Put Option Exercise Price to the following
account by not later than 11 A.M. New York City time on the Put Option Exercise
Date:
[indicate account number]
Very truly yours,
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Indenture Trustee,
By:
-----------------------------
Name:
Title:
