Exhibit 99.3
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SLM STUDENT LOAN TRUST 2003-7
ADMINISTRATION AGREEMENT SUPPLEMENT
DATED AS OF JULY 22, 2003
TO
MASTER ADMINISTRATION AGREEMENT
DATED AS OF MAY 1, 1997
BETWEEN
SLM FUNDING LLC
AND
STUDENT LOAN MARKETING ASSOCIATION
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SLM Student Loan Trust 2003-7 Administration Agreement Supplement dated
as of July 22, 2003 (this "Supplement") to the Master Administration Agreement
dated as of May 1, 1997 (the "Agreement") between SLM Funding LLC, as successor
in interest to SLM Funding Corporation (the "Depositor"), and Student Loan
Marketing Association (the "Administrator").
This Supplement is being delivered to the Administrator pursuant to and
in satisfaction of the conditions set forth in Section 1.2(a) of the Agreement
with respect to SLM Student Loan Trust 2003-7 (the "Trust"). The provisions of
this Supplement shall be applicable only to SLM Student Loan Trust 2003-7.
GENERAL. The Trust is issuing Class A-1, Class X-0, Xxxxx X-0,
Class X-0, Xxxxx X-0X, Xxxxx X-0X and Class B Notes, and an Excess Distribution
Certificate only. It will not issue Certificates. Accordingly, all usages of
"Certificates" and of terms referring thereto in the Agreement shall be
disregarded. In addition, with respect to the Trust only, all references to the
"Seller" in the Agreement shall be deleted and replaced with the "Depositor",
references to "SLM Funding Corporation, a Delaware corporation" shall be deleted
and replaced with "SLM Funding LLC, a Delaware limited liability company,
successor in interest to SLM Funding Corporation, a Delaware corporation" and
all references to the "Issuer" shall be deleted and replaced with the "Trust".
1. The following entities are hereby designated in accordance with clause 1 of
Section 1.2(a) of the Agreement:
THE TRUST: SLM Student Loan Trust 2003-7
THE ELIGIBLE LENDER TRUSTEE: Chase Manhattan Bank USA, National
Association
THE INTERIM ELIGIBLE LENDER TRUSTEE: Chase Manhattan Bank USA, National
Association
THE INDENTURE TRUSTEE: The Bank of New York; references to Bankers
Trust Company in the Agreement shall mean The Bank of New York for the
purposes of the Trust
The initial deposit into the Collection Account on the Closing Date,
which Xxxxxx Xxx shall make on behalf of the Trust in accordance with
Section 2.6.C of the Agreement, shall be: $0.00.
2. Attached hereto is Appendix A (SLM Student Loan Trust 2003-7) containing
those definitions that shall be applicable to this Supplement and to the
Agreement in connection with the Trust in place of the definitions contained in
Appendix A (Master) attached to the Agreement.
3. Each of the Basic Documents (other than the Agreement) has been executed and
delivered by each of the parties thereto, is being delivered to the
Administrator together with this Supplement and is in substantially the
respective forms attached to the Agreement (to the extent applicable).
4. Notwithstanding anything to the contrary set forth in Section 2.3C.2 of the
Agreement, the Indenture Trustee shall have no liability or obligation in
respect of any failed Delivery, as
contemplated therein, other than with respect to a Delivery which fails as a
result of any action or inaction on behalf of the Indenture Trustee.
5. The Agreement is hereby modified for purposes of SLM Student Loan Trust
2003-7 only as follows:
(a) Section 2.1 is amended by inserting the following:
s. the undertaking of all obligations required to be performed by
the Administrator, and to act on behalf of the Trust in
fulfilling all duties of the Trust, as set forth in the Reset
Rate Note Procedures (Appendix A-2 to the Indenture) on and
prior to each Reset Date;
t. engaging or terminating any Remarketing Agents, entering into
the Remarketing Agreement on the Closing Date and all
subsequent Remarketing Agency Agreements each on behalf of the
Trust, as set forth in the Reset Rate Note Procedures;
u. from time to time on or after the Initial Reset Date with
respect to each class of Reset Rate Notes, to direct the
Eligible Lender Trustee to (x) enter into one or more Swap
Agreements (not in its individual capacity, but solely on
behalf of the Trust) with an Eligible Swap Counterparty, and
(y) cause the Remarketing Agents to direct a Swap Agent to
enter into one or more Swap Agreements with an Eligible Swap
Counterparty on behalf of the Remarketing Agents and the
related Class of Reset Rate Notes, both on the terms and
conditions set forth in the Reset Rate Note Procedures, on any
Reset Date, when (1) a class of Reset Rate Notes is to bear
interest at a fixed rate during the immediately following
Reset Period, (2) a class of Reset Rate Notes is to bear
interest at a floating rate (based on an index other than
LIBOR or a Commercial Paper Rate) during the immediately
following Reset Period and the Remarketing Agents (in
consultation with the Administrator) determine that it is in
the best interest of the Trust to enter into one or more Swap
Agreements, or (3) a class of Reset Rate Notes will be in
Foreign Exchange Mode during the immediately following Reset
Period;
v. the undertaking of all obligations required to be performed by
the Administrator, including, without limitation, preparing
and delivering all notices, communications, information and
calculations, under any Swap Agreement;
w. calculating, on each Interest Rate Determination Date for each
class of Notes, the applicable rate of interest using the
applicable Index that will be in effect until the next related
Interest Rate Change Date;
x. calculating on each Distribution Date, the Quarterly Required
Amount, the Quarterly Funding Amount, the Reset Period Target
Amount, any Supplemental Interest Account Deposit Amount, if
applicable, and any
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amounts to be deposited on such Distribution Date into any
Accumulation Account, if applicable;
y. preparing and delivering, on behalf of the Trust all notices
required by any Clearing Agency or stock exchange upon which
the Notes are then listed; and
z. serving as calculation agent or as successor calculation
agent, if required, and preparing any notices required to be
delivered by the Trust to a Swap Counterparty under any Swap
Agreement.
(b) Section 2.2B is deleted and replaced with the following:
B. The Administrator shall be responsible for performance of the duties
of the Eligible Lender Trustee set forth in Section 5.4 of the Trust Agreement
and the Administrator shall be entitled to hire an Independent accounting firm
to perform the duties described therein, the reasonable fees and expenses of
which shall be paid by the Depositor.
(c) Section 2.2 is amended by inserting the following:
E. With respect to the Initial Swap Agreements and the Interest Rate
Cap Agreement, and if one or more Swap Agreements are entered into at any other
time, and from time to time (including, without limitation, the Initial Swap
Agreements), the Administrator shall perform any notice obligations specified in
such Swap Agreement and the Interest Rate Cap Agreement in the event of a
default by any Eligible Swap Counterparty.
(d) Section 2.3A is amended by inserting the following
subsections:
3. On the Closing Date, the Administrator, for the benefit of
the Noteholders and the Trust, shall establish and maintain in the name
of the Indenture Trustee an Eligible Deposit Account (the "Capitalized
Interest Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Trust. The
Capitalized Interest Account will initially be established as a
segregated trust account in the name of the Indenture Trustee with the
corporate trust department of The Bank of New York.
4. On the Closing Date, with respect to the Class A-5B Notes,
and on any Reset Date thereafter on which one or more classes of Reset
Rate Notes are reset (or continue) to bear interest at a fixed rate,
the Administrator, for the benefit of the Noteholders and the Trust,
shall establish and maintain in the name of the Indenture Trustee,
Eligible Deposit Accounts (each, an "Accumulation Account") for each
such class of Reset Rate Notes, bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Trust and the related Reset Rate Noteholders. Each Accumulation
Account will initially be established as a segregated trust account in
the name of the Indenture Trustee with the corporate trust department
of The Bank of New York.
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5. On the Closing Date, with respect to the Class A-5B Notes,
and whenever one or more Accumulation Accounts are established pursuant
to Section 2.3A.4 above, the Administrator, for the benefit of the
Noteholders and the Trust, shall establish and maintain in the name of
the Indenture Trustee a corresponding Eligible Deposit Accounts (each,
a "Supplemental Interest Account") relating to each such Accumulation
Account, bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust. Each
Supplemental Interest Account will initially be established as a
segregated trust account in the name of the Indenture Trustee with the
corporate trust department of The Bank of New York.
6. On the Closing Date, the Administrator, for the benefit of
the Trust and the Remarketing Agents, shall establish and maintain in
the name of the Indenture Trustee an Eligible Deposit Account (the
"Remarketing Fee Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Trust
and the Remarketing Agents. The Remarketing Fee Account will initially
be established as a segregated trust account in the name of the
Indenture Trustee with the corporate trust department of The Bank of
New York.
7. On the Closing Date, with respect to the Class A-5B Notes,
and on any Reset Date thereafter on which one or more classes of Reset
Rate Notes are reset (or continue) to be denominated in Euros, the
Administrator, for the benefit of the Noteholders and the Trust, shall
establish and maintain in the name of the Indenture Trustee an Eligible
Deposit Account (the "Euro Account") for each class of Reset Rate
Notes, bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust and the related
Reset Rate Noteholders. Each Euro Account will initially be established
as a segregated trust account in the name of the Indenture Trustee with
the corporate trust department of the London Paying Agent.
8. On any Reset Date on which one or more classes of Reset
Rate Notes are reset (or continue) to be denominated in a currency
other than U.S. Dollars or Euros, the Administrator, for the benefit of
the Noteholders and the Trust, shall establish and maintain in the name
of the Indenture Trustee an Eligible Deposit Account (the "Other
Currency Account") for each class of Reset Rate Notes, bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Trust and the related Reset Rate
Noteholders. Each Other Currency Account will initially be established
as a segregated trust account in the name of the Indenture Trustee with
the corporate trust department of London Paying Agent.
(e) Section 2.3B is amended by including "Capitalized Interest
Account", "Remarketing Fee Account", "Accumulation Account",
"Supplemental Interest Account", "Euro Account" and "Other Currency
Accounts" in the definition of "Trust Accounts". Section 2.3B is
further amended by deleting the third sentence in its entirety and
replacing it with the following: "Funds on deposit in the Trust
Accounts (other than the Euro Account or any Other Currency Accounts)
shall be invested in Eligible Investments that mature so that such
funds will be available on the Monthly Servicing Payment Date (to the
extent necessary to pay the Primary Servicing Fee payable on such date)
or the applicable Distribution Date".
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(f) Section 2.4 is amended as follows: the last part of the
sentence immediately preceding the proviso is changed from "a rate
equal to the Federal Funds Rate less 0.20%" to "a rate equal to no less
than the Federal Funds Rate less 0.20%".
(g) Section 2.6B is amended by changing the words "the sum of the
Servicing Fee" in the first proviso to "the Primary Servicing Fee".
(h) Section 2.6 is amended by inserting the following subsection:
D. With respect to the Initial Swap Agreements and the Interest Rate
Cap Agreement, and if the Trust subsequently becomes a party to any additional
Swap Agreements with respect to one or more classes of Reset Rate Notes, the
Administrator shall cause all Swap Receipts and all other amounts payable to the
Trust from each Swap Counterparty to be deposited into the Collection Account
(with respect to all Swap Receipts received in U.S. Dollars), the Euro Account
(with respect to all Swap Receipts received in Euros) or the applicable Other
Currency Account (with respect to all Swap Receipts received in any currency
other than U.S. Dollars or Euros).
(i) Section 2.7A is amended by inserting the following after the
first sentence:
On or before the Business Day immediately preceding each Distribution
Date, the Administrator shall calculate all amounts required to be
deposited on such Distribution Date into the Collection Account from
the Reserve Account, the Remarketing Fee Account, any Supplemental
Interest Account and the Capitalized Interest Account, including the
amount of all Investment Earnings to be transferred from the Trust
Accounts to the Collection Account, and the amount to be distributed
from the Collection Account as Available Funds on the related
Distribution Date.
On or before the Business Day immediately preceding each Distribution
Date, the Administrator shall calculate the related Quarterly Required
Amount, Quarterly Funding Amount, Reset Period Target Amount, any
Supplemental Interest Account Deposit Amount, if applicable, and any
amounts to be deposited on such Distribution Date into any Accumulation
Account, if applicable, from the Collection Account on the related
Distribution Date.
If such Distribution Date is also a Reset Date, on or before the
Business Day immediately preceding such Distribution Date, the
Administrator shall calculate any amounts to be withdrawn from the
Remarketing Fee Account and paid to the applicable Remarketing Agents.
If such Distribution Date is also a Reset Date for a class of Reset
Rate Notes that bore interest at a fixed rate during the previous Reset
Period (including on the related Initial Reset Date with respect to the
Class A-5B Notes), on or before the Business Day immediately preceding
such Distribution Date, the Administrator shall calculate all amounts
to be withdrawn from the related Accumulation Account and (i) paid to
the related class of Reset Rate Noteholders on such Distribution Date
if such class is then denominated in U.S. Dollars, or (ii) if such
class is then in Foreign Exchange Mode, delivered to the related
Cross-Currency Swap Counterparty in exchange for the
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equivalent amount of the applicable non-U.S. Dollar currency for
payment to the related class Reset Rate Noteholders on such
Distribution Date.
The Administrator will also determine whether a Trigger Event is in
effect for each Distribution Date.
(j) Section 2.7B is deleted and replaced with the following:
The Administrator shall instruct the Indenture Trustee in writing no
later than the second Business Day preceding each Monthly Servicing
Payment Date that is not a Distribution Date (based on the information
contained in the Administrator's Certificate and the related Servicer's
Report delivered pursuant to Section 3.1A and 3.1B) to distribute to
the Servicer, by 1.00 p.m. (New York time) on such Monthly Servicing
Payment Date, from Available Funds on deposit in the Collection
Account, the Primary Servicing Fee due with respect to the preceding
calendar month, and the Indenture Trustee shall comply with such
instructions.
(k) Section 2.7C is deleted and replaced with the following:
C. The Administrator shall instruct the Indenture Trustee in writing no
later than one Business Day preceding each Distribution Date (based on the
information contained in the Administrator's Certificate and the related
Servicer's Report delivered pursuant to Section 3.1A and 3.1C) to make the
following deposits and distributions on that Distribution Date, including
allocations of principal to the related Accumulation Account for each class of
Reset Rate Notes then bearing interest at a fixed rate, to the Persons or to the
account specified below by 1:00 p.m. (New York time) on such Distribution Date
(to the extent that funds are not required to be distributed pursuant to Section
5.4(b) of the Indenture), to the extent of the amount of Available Funds in the
Collection Account plus amounts transferred from the Reserve Account pursuant to
Section 2.8.1, and through the December 2004 Distribution Date, amounts
transferred from the Capitalized Interest Account pursuant to Section 2.8.2 with
respect to clauses 4(a), 4(b) and 5 below, and, as applicable, amounts on
deposit in the Remarketing Fee Account, any Supplemental Interest Account and
any Accumulation Account, in the following order of priority, and the Indenture
Trustee shall comply with such instructions:
1. to the Servicer, the Primary Servicing Fee due on that
Distribution Date;
2. to the Administrator, the Administration Fee due on that
Distribution Date and all prior unpaid Administration Fees;
3. to the Remarketing Fee Account, Quarterly Funding Amount for
that Distribution Date;
4. pro rata, based on the Outstanding Amount of the Notes, the
amount of any Swap Termination Payments and Swap Payments due
and payable by the Trust to any Swap Counterparties under this
clause 4:
(a) to the Class A Noteholders (other than any class of
Reset Rate Noteholders for which a Swap Agreement is
in effect), the Class A
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Noteholders' Interest Distribution Amount, pro rata,
based on the amounts payable as Class A Noteholders'
Interest Distribution Amount;
(b) if one or more Swap Agreements are then in effect
(including, without limitation, the Initial
Cross-Currency Swap Agreement), to the related Swap
Counterparty (including, without limitation, the
Initial Swap Counterparty), the related Swap Interest
Payment due to each such Swap Counterparty under the
related Swap Agreement; and
(c) if applicable, to each Swap Counterparty (including,
without limitation, the Initial Swap Counterparty),
the amount of any Swap Termination Payment due to
such Swap Counterparty under the related Swap
Agreement due solely to a swap termination event
resulting from a payment default by the Trust or the
insolvency of the Trust; provided, that if any
amounts allocable to the Class A Notes are not needed
to pay the Class A Noteholders' Interest Distribution
Amount as of such Distribution Date, such amounts
will be applied to paying the portion, if any, of any
Swap Termination Payment referred to above remaining
unpaid;
5. to the Class B Noteholders, the Class B Noteholders' Interest
Distribution Amount, pro rata, based on the amounts payable as
Class B Noteholders' Interest Distribution Amount;
6. first, sequentially, to the Class A-1, Class A-2, Class A-3
and Class A-4 Noteholders, in that order, until each such
class is paid in full, the Class A Noteholders' Principal
Distribution Amount; and then second, any remaining Class A
Noteholders' Principal Distribution Amount pro rata, to the
Class A-5A and Class A-5B Noteholders, until each such class
is paid in full, the remaining Class A Noteholders' Principal
Distribution Amount; provided, however that (i) if a class of
Reset Rate Notes is then denominated in U.S. Dollars and bears
interest at a fixed rate, such payments will be allocated to
the related Accumulation Account, until amounts on deposit
therein are sufficient to reduce the Outstanding Amount of
that class to zero, and (ii) if a class of Reset Rate Notes is
then in Foreign Currency Mode, such payments either will be
made to the related Cross-Currency Swap Counterparty (if such
class then bears interest at a floating rate) or will be
allocated to the related Accumulation Account (if such class
then bears interest at a fixed rate) until the U.S. Dollar
Equivalent Principal Amount of that class has been distributed
to the related Cross-Currency Swap Counterparty or allocated
to the related Accumulation Account; and for purposes of this
clause 6, the Outstanding Amount of that class or the U.S.
Dollar Equivalent Principal Amount of that class, as
applicable, will be deemed to have been reduced by any amounts
on deposit in the related Accumulation Account (exclusive of
Investment Earnings);
7. if any Supplemental Interest Account, the applicable
Supplemental Interest Account Deposit Amount, if any, for such
Distribution Date;
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8. on each Distribution Date on and after the Stepdown Date, and
provided that no Trigger Event is in effect on such
Distribution Date, to the Class B Noteholders until paid in
full, the Class B Noteholders' Principal Distribution Amount;
9. to the Reserve Account, the amount, if any, necessary to
reinstate the balance of the Reserve Account to the Specified
Reserve Account Balance;
10. to the Servicer, the aggregate unpaid amount of the Carryover
Servicing Fee, if any;
11. if applicable, to any Swap Counterparty (including, without
limitation, the Initial Swap Counterparty), the amount of any
Swap Termination Payments due to such Swap Counterparty or
Counterparties, as the case may be, not payable in clause 4(c)
above;
12. if applicable, to the Remarketing Agents, any remarketing fees
due and owing by the Trust to the extent not paid from amounts
on deposit in the Remarketing Fee Account;
13. if applicable, sequentially, first to the Remarketing Agents,
and second to the Administrator for any advances made on
behalf of the Trust, in each case, for payment of certain
costs and expenses as set forth in Section 3 of the
Remarketing Agreement in connection with the remarketing of a
class of Reset Rate Notes; and
14. if applicable, to the Interest Rate Cap Swap Counterparty, the
amount of any termination payment due to the Interest Rate Cap
Swap Counterparty by the Issuer under the Interest Rate Cap
Agreement; and
15. to the Excess Distribution Certificateholder, any remaining
amounts after application of the preceding clauses.
Amounts that would be paid to each Swap Counterparty, pursuant to
clauses 4, 6 or 11 above will be determined on or about the third Business Day
preceding each applicable Distribution Date in accordance with the applicable
Swap Agreement and will be paid by the Trust to such Swap Counterparty on or
about the third Business Day preceding each such Distribution Date in accordance
with the applicable Swap Agreement (or, with respect to a Distribution Date that
coincides with a Reset Date resulting in a successful remarketing for a class of
Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap
Agreement will be made one Business Day prior to such Distribution Date.
In the event that a Swap Termination Payment is owed by the Trust to
any Swap Counterparty and a replacement Swap Agreement is procured by the Trust
under which the replacement Swap Counterparty makes a payment to the Trust, upon
the direction of the Administrator to the Indenture Trustee, the Trust will pay
that amount directly to the original Swap Counterparty to the extent that a
payment is owed by the Trust to such Swap Counterparty. If after making that
payment, the original Swap Counterparty is still owed a payment, then the
remaining amount will be paid as set forth in clause 11 above.
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If a Cross-Currency Swap Agreement terminates as a result of an early
termination event of default, all amounts due to the related class of Reset Rate
Notes will be paid by the Trust in the applicable non-U.S. Dollar currency
exchange at market rates.
In addition, on each Distribution Date through the December 2004
Distribution Date for which there would not be sufficient funds, after
application of Available Funds, to pay any of the items specified in Sections
2.7C.4(a), 2.7C.4(b) and 2.7C.5 above, the Administrator will instruct the
Indenture Trustee to make distributions from the Capitalized Interest Account in
an amount, if available, to cover the shortfalls in Sections 2.7C.4(a) and
2.7C.4(b), pro rata based on the amounts of such shortfalls, and then the
shortfall in Section 2.7C.5 on that Distribution Date.
Notwithstanding the foregoing, (x) if (a) on any Distribution Date
following allocations or distributions under Section 2.7C.1 through 2.7C.6 above
to be made on such Distribution Date, without giving effect to payments from the
Capitalized Interest Account to the Class B Notes, the Outstanding Amount of the
Class A Notes less amounts, other than Investment Earnings on deposit in all
Accumulation Accounts, would be in excess of (i) the outstanding principal
balance of the Trust Student Loans plus (ii) any accrued but unpaid interest on
the Trust Student Loans as of the last day of the related Collection Period plus
(iii) the balance of the Reserve Account on such Distribution Date following
such distributions minus (iv) the Specified Reserve Account Balance and the
Supplemental Interest Account Deposit Amount for that Distribution Date, or
(b) an Event of Default affecting the Class A Notes has occurred and is
continuing, then, until the conditions described in (a) or (b) no longer exist,
amounts on deposit in the Collection Account and the Reserve Account shall be
applied on such Distribution Date to the payment of the Class A Noteholders'
Distribution Amount before any amounts are applied to the payment of the
Class B Noteholders' Distribution Amount; and (y) in the event the Trust Student
Loans are not sold pursuant to Section 6.1A or Section 4.4 of the Indenture,
to pay, as an accelerated payment of principal on the Notes, the amount that
would otherwise be paid to the Excess Distribution Certificateholder, first
to the Class A Noteholders in the same order and priority as is set forth in
Section 2.7C.6 above until the principal amount of the Class A Notes is paid
in full and reduced to zero, and then to the Class B Noteholders until the
principal amount of the Class B Notes is paid in full and reduced to zero;
provided that the amount of such distribution shall not exceed the Outstanding
Amount of the Class A Notes or the Class B Notes, as applicable, after giving
effect to all other payments in respect of principal of the Class A Notes and
Class B Notes to be made on such date.
D. The Administrator shall instruct the Indenture Trustee in writing no
later than one Business Day preceding each Distribution Date that is also a
Reset Date for a class of Reset Rate Notes, to withdraw from the Remarketing Fee
Account on such Distribution Date the amount of the fees due to the Remarketing
Agents and pay such fees to the Remarketing Agents in the amounts and to the
accounts that the Administrator shall specify; provided that if the amount on
deposit (excluding for such purpose any Investment Earnings) is not sufficient
to make payment in full, the Remarketing Agents shall be entitled to payment at
the priority position set forth in Section 2.7C.12 above on the related and
subsequent Distribution Dates until such deficiency is paid in full.
E. For a class of Reset Rate Notes that is denominated in U.S. Dollars
and bears interest a fixed rate during the current Reset Period, the
Administrator shall instruct the Indenture
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Trustee in writing no later than one Business Day preceding each Distribution
Date that is also a Reset Date, to withdraw from the related Accumulation
Account on such Distribution Date (after any additional allocations of principal
are made to that account on such Distribution Date) the amount on deposit in
such Accumulation Account (exclusive of Investment Earnings) and pay such
amounts to the related Reset Rate Noteholders as of the immediately current
Record Date, pro rata, as a payment of principal as set forth in Section
2.7C.6.. For a class of Reset Rate Notes that is in Foreign Currency Mode and
bears interest a fixed rate during the preceding Reset Period, the Administrator
shall instruct the Indenture Trustee in writing no later than one Business Day
preceding each Distribution Date that is also a Reset Date, to withdraw from the
related Accumulation Account on such Distribution Date (after any additional
allocations of principal are made to that account on such Distribution Date) the
amount on deposit in such Accumulation Account (exclusive of Investment
Earnings) and deliver such amounts to the related Cross-Currency Swap
Counterparty in exchange for the equivalent amount of the applicable non-U.S.
Dollar currency for payment to the related Reset Rate Noteholders as of the
immediately preceding Record Date, pro rata, as a payment of principal as set
forth in Section 2.7C.6.
F. The Administrator shall instruct the London Paying Agent in writing
no later than the Business Day preceding each Distribution Date to distribute
all amounts on deposit in the Euro Account or any Other Currency Account, as
applicable, to the Noteholders of the related class of Reset Rate Notes then
denominated in Euros or another non-U.S. Dollar currency, as applicable, on the
related Distribution Date; provided, however, that with respect to any
Distribution Date that coincides with a Reset Date for a class of Reset Rate
Notes then in Foreign Currency Mode, the Administrator will instruct the London
Paying Agent to distribute the related amounts in the Euro Account or any Other
Currency Account, as applicable, to the related Noteholders on the second
Business Day following such Distribution Date. If the related Swap Agreement is
not in effect, the Administrator shall cause U.S. Dollars to be converted into
Euros or such other applicable non-U.S. Dollar currency in amounts sufficient to
make the distributions specified in this Agreement and the Indenture.
(l) Section 2.8 is deleted and replaced with the following:
SECTION 2.8.1 RESERVE ACCOUNT.
A. On the Closing Date, the Trust shall deposit the Reserve
Account Initial Deposit into the Reserve Account.
B.1. In the event that the Primary Servicing Fee for any Monthly
Servicing Payment Date or Distribution Date exceeds the amount
distributed to the Servicer pursuant to Sections 2.7B and
2.7C.1 on such Monthly Servicing Payment Date or Distribution
Date, the Administrator shall instruct the Indenture Trustee
in writing to withdraw from the Reserve Account on such
Monthly Servicing Payment Date or Distribution Date an amount
equal to such excess, to the extent of funds available
therein, and to distribute such amount to the Servicer;
provided, however, that, except as provided in Section 2.8.1D,
amounts on deposit in the Reserve Account will not be
available to cover any unpaid Carryover Servicing Fees to the
Servicer.
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2. In the event that the Available Funds are insufficient to make
the payments described under Sections 2.7C.1, 2.7C.2, 2.7C.3,
2.7C.4(a), 2.7C.4(b) and 2.7C.5, the Administrator shall
instruct the Indenture Trustee in writing to withdraw from the
Reserve Account on each Distribution Date an amount equal to
such excess, to the extent of funds available therein after
giving effect to paragraph B.1 above, and to distribute such
amounts in the same order and priority as is set forth in
Sections 2.7C.1, 2.7C.2, 2.7C.3, 2.7C.4(a), 2.7C.4(b) and
2.7C.5.
3. In the event that the Class A Noteholders' Principal
Distribution Amount on the Note Final Maturity Date with
respect to any class of Class A Notes exceeds the amount
distributed to such Class A Noteholders pursuant to
Section 2.7C.6 on such date, the Administrator shall instruct
the Indenture Trustee in writing to withdraw from the Reserve
Account on such Note Final Maturity Date an amount equal to
such excess, to the extent of funds available therein after
giving effect to paragraphs B.1 and B.2 above, and to
distribute such amount to the Class A Noteholders entitled
thereto, in the same order and priority as is set forth in
Section 2.7C.6.
4. In the event that the Class B Noteholders' Principal
Distribution Amount on the Class B Maturity Date exceeds the
amount distributed to the Class B Noteholders pursuant to
Section 2.7C.8 on such date, the Administrator shall instruct
the Indenture Trustee in writing to withdraw from the Reserve
Account on the Class B Maturity Date an amount equal to such
excess, to the extent of funds available therein after giving
effect to paragraphs B.1 through B.3 above, and to distribute
such amount to the Class B Noteholders entitled thereto.
C. After giving effect to Section 2.8.1B above, if the amount on
deposit in the Reserve Account on any Distribution Date (after
giving effect to all deposits or withdrawals therefrom on such
Distribution Date other than pursuant to this paragraph C) is
greater than the Specified Reserve Account Balance for such
Distribution Date, the Administrator shall instruct the
Indenture Trustee in writing to withdraw the amount on deposit
in excess of the Specified Reserve Account Balance and deposit
such amount into the Collection Account.
D. On the final Distribution Date upon termination of the Trust
and following the payment in full of the Outstanding Amount of
the Notes and of all other amounts (other than Carryover
Servicing Fees, Swap Termination Payments, if applicable, and
(remarketing fees and expenses) owing or to be distributed
hereunder or under the Indenture to Noteholders, the Servicer,
any Swap Counterparty, if applicable, or the Remarketing
Agents, the Administrator, to the extent that Available Funds
on such date are insufficient to make the following payments,
amounts remaining in the Reserve Account shall be used first
to pay any Carryover Servicing Fees, second to pay any Swap
Termination Payments not previously paid to the applicable
Swap Counterparty, if any, third to pay any remarketing fees
not previously paid from the Remarketing Fee Account and
fourth to pay any remarketing fees and expenses due to the
Remarketing Agents or the Administrator. Any amount remaining
on deposit in the Reserve Account
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after such payments have been made shall be distributed to the
Excess Distribution Certificateholder. The Excess Distribution
Certificateholder shall in no event be required to refund any
amounts properly distributed pursuant to this Section 2.8.1D.
E. Anything in this Section 2.8.1 to the contrary
notwithstanding, if the market value of securities and cash in
the Reserve Account is on any Distribution Date sufficient to
pay the remaining principal amount of and interest accrued on
the Notes, and to pay any unpaid Carryover Servicing Fee, Swap
Termination Payment and remarketing fees and expenses, such
amount will be so applied on such Distribution Date and the
Administrator shall instruct the Eligible Lender Trustee and
the Indenture Trustee to make such payments.
SECTION 2.8.2 CAPITALIZED INTEREST ACCOUNT.
A. On the Closing Date, the Trust shall deposit the Capitalized
Interest Account Initial Deposit into the Capitalized Interest
Account.
B.1. In the event that the Class A Noteholders' Interest
Distribution Amount, any required Swap Payments and the Class
B Noteholders' Interest Distribution Amount for any
Distribution Date through the December 2004 Distribution Date
exceeds the amounts distributed to the Noteholders or the
Initial Swap Counterparty pursuant to Sections 2.7C.4(a),
2.7C.4(b) and 2.7C.5 on a Distribution Date before application
of sums on deposit in the Reserve Account, the Administrator
shall instruct the Indenture Trustee in writing to withdraw
from the Capitalized Interest Account an amount equal to such
excess, to the extent of funds available therein, and to
distribute such amount first, pro rata based on the amounts of
such shortfalls, to the Class A Noteholders until they have
received the Class A Noteholders' Interest Distribution Amount
for that Distribution Date and the related Swap Counterparty
until it has received the related required Swap Payments, and
second, to the Class B Noteholders until they have received
the Class B Noteholders' Interest Distribution Amount for that
Distribution Date.
B.2. After giving effect to Section 2.8.2B.1 on the December 2004
Distribution Date, the Administrator shall instruct the
Indenture Trustee in writing to withdraw any amounts remaining
from the Capitalized Interest Account and to distribute such
amount to the Excess Distribution Certificateholder (excluding
any Investment Earnings to be transferred to the Collection
Account on such Distribution Date).
SECTION 2.8.3 REMARKETING FEE ACCOUNT.
A. Beginning on the Distribution Date that is one year prior to a
Reset Date and through such Reset Date, the Trust shall
deposit into the Remarketing Fee Account, available funds, up
to the related Quarterly Required Amount on each such
Distribution Date, until the balance on deposit in the
Remarketing Fee Account reaches the Reset Period Target
Amounts for all classes of Reset Rate Notes prior to payment
of interest on the Notes.
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B.1. The fees associated with each successful remarketing will be
payable generally from amounts on deposit from time to time in
the Remarketing Fee Account.
B.2. If the amount on deposit in the Remarketing Fee Account, after
the payment of any remarketing fees therefrom, exceeds the sum
of the Reset Period Target Amounts for all classes of Reset
Rate Notes, the Administrator will direct the Indenture
Trustee to withdraw such excess on the related Distribution
Date, deposit such sums into the Collection Account and
include such amounts in Available Funds for that Distribution
Date. In addition, if on any Distribution Date, a Class A Note
Interest Shortfall would exist, or if on the Note Final
Maturity Date for any Class A Note Available Funds would not
be sufficient to reduce the principal balance of such class to
zero, the amount of such Class A Note Interest Shortfall or
principal deficiency, as applicable, to the extent sums are on
deposit in the Remarketing Fee Account, may be withdrawn from
that account and used for payments of interest or principal on
the Class A Notes.
B.3. The Administrator will direct the Indenture Trustee to
withdraw all Investment Earnings on deposit in the Remarketing
Fee Account on each Distribution Date, deposit such sums into
the Collection Account, and include such sums as Available
Funds for that Distribution Date.
B.4. On the Distribution Date on which the Outstanding Amount of
all classes of Reset Rate Notes is reduced to zero, the
Administrator shall instruct the Indenture Trustee in writing
to withdraw any amounts remaining from the Remarketing Fee
Account and to distribute such amount to the Excess
Distribution Certificate holder.
SECTION 2.8.4 ACCUMULATION ACCOUNT.
A. On the Closing Date, with respect to the Class A-5B Notes,
and, if, on any Reset Date thereafter, one or more classes of
Reset Rate Notes are reset (or continue) to bear interest at a
fixed rate during the upcoming related Reset Period, the Trust
shall establish or maintain an Accumulation Account for such
class of Reset Rate Notes.
B.1. If, on any Distribution Date, principal would be payable to a
class of Reset Rate Notes then bearing interest at a fixed
rate (including, without limitation, the Class A-5B Notes
until and including the related Initial Reset Date), principal
allocated to that class pursuant to Section 2.7C.6 will be
deposited into the related Accumulation Account.
B.2. The Administrator shall instruct the Indenture Trustee, on the
next Reset Date for each class of fixed rate Reset Rate Notes
(including, without limitation, the related Initial Reset Date
for the Class A-5B Notes), to distribute all sums then on
deposit in the related Accumulation Account, including any
amounts deposited into the Accumulation Account on the related
Distribution Date, but less any Investment Earnings, in
reduction of principal of such class (i) if such class is
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then denominated in U.S. Dollars, to the holders of that class
of Reset Rate Notes as of the related Record Date, or (ii) if
such class is then in Foreign Exchange Mode (including the
Class A-5B Notes on their Initial Reset Date), to deliver such
amounts to the related Cross-Currency Swap Counterparty or
Counterparties (including the Initial Cross-Currency Swap
Counterparty with respect to the Class A-5B Notes on the
related Initial Reset Date) in exchange for the equivalent
amount of the applicable non-U.S. Dollar currency for payment
to the related Cross-Currency Reset Rate Noteholders as of the
related Record Date. Amounts on deposit in an Accumulation
Account (exclusive of Investment Earnings) may be used only to
pay principal on the related class of Reset Rate Notes (or to
the related Swap Counterparty or Counterparties) and for no
other purpose.
B.3. In the event that on any Distribution Date the amount on
deposit for a class of Reset Rate Notes in the related
Accumulation Account (excluding any Investment Earnings) would
equal the Outstanding Amount of that class, then no additional
amounts will be deposited into the related Accumulation
Account and all amounts therein, less any Investment Earnings,
will be distributed on the next related Reset Date, pursuant
to Section 2.8.4B.2 above, and the Outstanding Amount of that
class of Reset Rate Notes will be reduced to zero.
B.4. The Administrator will instruct the Indenture Trustee to
withdraw all Investment Earnings on deposit in each
Accumulation Account on each Distribution Date, deposit such
sums into the Collection Account, and include such sums as
Available Funds for that Distribution Date.
SECTION 2.8.5 SUPPLEMENTAL INTEREST ACCOUNT.
A. On the Closing Date, with respect to the Class A-5B Notes, and
whenever one or more Accumulation Accounts are created
pursuant to Section 2.8.4A above, the Trust shall also
establish a Supplemental Interest Account that shall be
related to each such Accumulation Account.
B. On each Distribution Date when amounts are on deposit in an
Accumulation Account, the Indenture Trustee, subject to
sufficient Available Funds therefor, will deposit into the
related Supplemental Interest Account, the related
Supplemental Interest Account Deposit Amount for such
Distribution Date, pursuant to Section 2.7C.7 above.
C. The Administrator will instruct the Indenture Trustee to
withdraw all sums on deposit in each Supplemental Interest
Account on each Distribution Date (including any Investment
Earnings), deposit such sums into the Collection Account, and
include such sums as Available Funds for that Distribution
Date.
D. On the Closing Date and with proceeds from the sale of the
Notes, the Administrator shall cause the Supplemental Interest
Account Initial Deposit to be deposited into the Supplemental
Interest Account for the Class A-5B Notes.
SECTION 2.8.6 EURO ACCOUNT.
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A. On the Closing Date with respect to the Class A-5B Notes, and
on each Reset Date when any class of Reset Rate Notes is then
denominated in Euros, the Trust shall establish or maintain an
Euro Account for such class of Reset Rate Notes.
B. Any payments in Euros received from any Cross-Currency Swap
Counterparty will be deposited in the related Euro Account for
the benefit of the related class of Reset Rate Noteholders.
SECTION 2.8.7 OTHER CURRENCY ACCOUNT.
A. On each Reset Date with respect to a class of Reset Rate Notes
in Foreign Exchange Mode that is denominated in a currency
other than Euros, the Trust shall establish an Other Currency
Account for such class of Reset Rate Notes.
B. Any payments in the related currency received from any
Cross-Currency Swap Counterparty will be deposited in the
related Other Currency Account for the benefit of the related
class of Reset Rate Noteholders.
(m) Section 2.9.e is deleted, and Sections 2.9.f-j are
redesignated as Sections 2.9.e-i and the following is inserted as
Section 2.9.j:
j. with respect to the Reset Rate Notes: (1) the next related
Reset Date and Reset Period for each class; (2) the interest rate applicable for
each class (identifying separately any applicable Index); (3) if in Foreign
Exchange Mode, the next Distribution Date on which interest will be paid to the
related Reset Rate Noteholders, if other than quarterly, (4) the amount on
deposit in each Accumulation Account, Euro Account, Other Currency Account and
Supplemental Interest Account, if applicable; (5) the interest rate and amount
due to each Swap Counterparty, if applicable; (6) the amount of fees, if any,
paid to the Remarketing Agents on such Distribution Date; and (7) any other
relevant information as determined by the Administrator.
(n) The first sentence of the first paragraph after Section 2.9.n
is deleted and replaced with the following:
Each amount set forth pursuant to clauses (a), (b), (c), (d), (h), (i)
and (l) above shall be expressed as a dollar amount per $1,000 of original
principal balance of a Note denominated in U.S. Dollars, or if a class of Reset
Rate Notes is then denominated in a currency other than U.S. Dollars, expressed
as an amount in the applicable currency per the applicable currency equivalent
(approximately) of $1,000 of the U.S. Dollar Equivalent Principal Amount of that
Note.
(o) Section 2.12 is amended by deleting the dollar amount
"$20,000" and replacing it with the dollar amount "$25,000".
(p) Section 2.13 is amended by the addition of the following new
paragraph:
To the extent that there are insufficient Available Funds therefor, the
Administrator shall advance from its funds and also pay, on behalf of the Trust,
the costs and expenses (other than
15
remarketing fees) associated with the remarketing of a class of Reset Rate
Notes, set forth in Section 3 of the Remarketing Agreement, including, without
limitation, the fees of the Rating Agencies in connection with any required
satisfaction of the Rating Agency Condition. On each Distribution Date, the
Administrator shall be entitled to reimbursement from the Trust for such
remarketing related expenses, from Available Funds, as set forth in Section
2.7C.13 above.
(q) The last sentence of Section 3.1D is deleted and replaced with
the following:
In connection therewith, the Administrator shall calculate LIBOR
applicable for the first Accrual Period and for each subsequent Accrual Period
shall calculate, on each Interest Rate Determination Date during such Accrual
Period, Three-Month LIBOR, and with respect to the Reset Rate Notes: One-Month
LIBOR, Two-Month LIBOR, Three-Month LIBOR, EURIBOR, the Commercial Paper Rate,
the CMT Rate, the Federal Funds Rate, the 91-day Treasury Xxxx Rate and the
Prime Rate (in each case only if applicable to a class of Reset Rate Notes
during such Accrual Period), in accordance with the definitions of each such
Index. In addition, the Administrator hereby accepts the delegation to it of the
obligations of the "Calculation Agent" under any Swap Agreement to which the
Trust is a party.
(r) The "or" is deleted from subparagraph 4.2 (ii) and the "." is
deleted from subparagraph 4.2 (iii) and is replaced with ";".
(s) A new subparagraph, 4.2 (iv), is inserted as follows:
and
(iv) any claim for failure to comply with the provisions of 34 CFR
Sec. 682.203(b) (other than for the Eligible Lender Trustee's failure to qualify
as an eligible lender under the Act).
(t) The "25%" in Section 5.1.B. and in the first clause following
Section 5.1C are deleted and replaced with "50%".
(u) Sections 6.1A and B are deleted and replaced with the
following:
SECTION 6.1 TERMINATION.
A. OPTIONAL PURCHASE OF ALL TRUST STUDENT LOANS. The Administrator
shall notify the Servicer, the Depositor and the Indenture Trustee in writing,
within 15 days after the last day of any Collection Period as of which the then
outstanding Pool Balance is 12% or less of the Initial Pool Balance, of the
percentage that the then outstanding Pool Balance bears to the Initial Pool
Balance. As of the last day of any Collection Period immediately preceding a
Distribution Date as of which the then outstanding Pool Balance is 10% or less
of the Initial Pool Balance, but in no event earlier than as of the last day of
the Collection Period immediately preceding the Distribution Date in June 2010,
the Eligible Lender Trustee on behalf and at the direction of the Servicer, or
any other "eligible lender" (within the meaning of the Higher Education Act)
designated by the Servicer in writing to the Eligible Lender Trustee and the
Indenture Trustee, shall have the option to purchase the Trust Estate, other
than the Trust Accounts. To exercise such option, the Servicer shall deposit
pursuant to Section 2.6 in the Collection Account an
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amount equal to the aggregate Purchase Amount for the Trust Student Loans and
the related rights with respect thereto, plus the appraised value of any such
other property held by the Trust other than the Trust Accounts, such value to be
determined by an appraiser mutually agreed upon by the Servicer, the Eligible
Lender Trustee and the Indenture Trustee, and shall succeed to all interests in
and to the Trust; provided, however, that the Servicer may not effect such
purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum
Purchase Amount plus any amounts owed to any Swap Counterparty for Swap Payments
and Swap Termination Payments, amounts to any Remarketing Agent for any unpaid
remarketing fees and expenses, and any Carryover Servicing Fees. In the event
the Servicer fails to notify the Eligible Lender Trustee and the Indenture
Trustee in writing prior to the acceptance by the Indenture Trustee of a bid to
purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the
Servicer intends to exercise its option to purchase the Trust Estate, the
Servicer shall be deemed to have waived its option to purchase the Trust Estate
as long as the Servicer has received 5 business days' notice from the Indenture
Trustee as provided in Section 4.4 of the Indenture.
(v) Section 8.5 is amended by inserting at the end of the first
paragraph the following:
and that such action will not materially adversely affect (i) the
Trust's ability to enforce or protect its rights or remedies under any
Swap Agreement, (ii) the ability of the Trust to timely and fully
perform its obligations under any Swap Agreement or (iii) any of the
Trust's obligations under any Swap Agreement or any swap transaction
under such agreement. Any such amendment, modification or supplement
without the consent of the related Swap Counterparty shall not be
binding on the related Swap Counterparty.
(w) Two new paragraphs under Section 8.5 shall be inserted as
follows:
The parties to this Agreement acknowledge and agree that,
pursuant to the Initial Cross-Currency Swap Agreement, the Trust has
agreed (a) to notify the Initial Cross-Currency Swap Counterparty of
any amendment, modification or supplement to this Agreement or any
other Basic Document that would materially adversely affect (i) the
Initial Swap Counterparty's ability to enforce or protect its rights or
remedies under the Initial Cross-Currency Swap Agreement, (ii) the
ability of the Trust to timely and fully perform its obligations under
the Initial Cross-Currency Swap Agreement, or (iii) any of the terms of
the Indenture or this Agreement which relates to payments to or rights
of the Initial Cross-Currency Swap Counterparty under either such
agreement, and (b) to obtain the written consent of the Initial
Cross-Currency Swap Counterparty to any such amendment, modification or
supplement. Any such amendment, modification or supplement without the
written consent of the Initial Cross-Currency Swap Counterparty shall
be void and unenforceable.
Accordingly, the parties to the Agreement acknowledge and
agree that the Initial Cross-Currency Swap Counterparty is a third
party beneficiary of this Agreement to the extent of its rights under
the Initial Cross-Currency Swap Agreement in respect of this Agreement
and shall be entitled to enforce such rights under this Agreement.
Notices to the Initial Cross-Currency Swap Counterparty under this
Section 8 shall be addressed to the Initial Cross-Currency Swap
Counterparty at the address listed in the swap confirmation.
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6. (a) The parties hereto acknowledge that the Administrator is authorized,
from time to time, either enter into or to instruct the Eligible Lender Trustee
to enter into (in either case, not in their respective individual capacities but
solely on behalf of the Trust) (i) Remarketing Agreements, (ii) Remarketing
Agency Agreements, and (iii) Swap Agreements, in addition to the Initial Swap
Agreements, with one or more Eligible Swap Counterparties on any Reset Date, and
from time to time in the event a Swap Agreement terminates prior to the end of
the related Reset Period), when (1) a class of Reset Rate Notes is to bear
interest at a fixed rate during the upcoming Reset Period, (2) a class of Reset
Rate Notes is to bear interest at a floating rate (other than one based on LIBOR
or a Commercial Paper Rate) during the upcoming Reset Period and the Remarketing
Agents (in consultation with the Administrator) determine it is in the best
interest of the Trust to enter into one or more Swap Agreements to hedge against
basis risk, or (3) a class of Reset Rate Notes is in Foreign Exchange Mode;
provided, however, that all such Swap Agreements are entered into using the
procedures set forth in the Reset Rate Note Procedures and the Rating Agency
Condition is met.
(b) Subject to the provisions of Section 13 of the Reset Rate Note
Procedures, the Eligible Lender Trustee hereby agrees (not in its individual
capacity but solely as Eligible Lender Trustee on behalf of the Trust) to enter
into such Swap Agreements, Remarketing Agreements and Remarketing Agency
Agreements on behalf of the Trust as the Administrator shall direct in writing
from time to time.
7. Each of the parties named on the signature pages to this Supplement by
execution of this Supplement agrees, for the benefit of the Administrator and
the other signatories hereto, to be bound by the terms of the Agreement in
connection with the Trust, this Supplement and the other Basic Documents to the
extent reference is made in the Agreement to such party. The rights and
obligations of such parties under the Agreement resulting from the execution of
this Supplement (other than the Depositor) shall be applicable only with respect
to the Trust, this Supplement and the other Basic Documents.
This Supplement shall be construed in accordance with the laws of the
State of New York, without reference to the conflict of law provisions thereof,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
This Supplement may be executed in counterparts, each of which when so
executed shall together constitute but one and the same instrument.
18
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed and delivered as of the date first above written.
SLM FUNDING LLC
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
19
SLM STUDENT LOAN TRUST 2003-7
By: CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Eligible Lender
Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX XXX SERVICING, L.P.
By: XXXXXX MAE, INC.,
Its general partner
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President, Accounting
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ XXXX X. XXXXXXX
Name: Xxxx X. Xxxxxxx
Title: Agent
20
The Administrator hereby acknowledges receipt of the foregoing Supplement and
hereby confirms to the Depositor and the other signatories to the foregoing
Supplement that the representations of the Administrator contained in Article V
of the Agreement are true and correct as of the date of such Supplement.
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
21
