Exhibit 99.3
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SLM STUDENT LOAN TRUST 2002-2
ADMINISTRATION AGREEMENT SUPPLEMENT
Dated as of March 28, 2002
to
MASTER ADMINISTRATION AGREEMENT
Dated as of May 1, 1997
Between
SLM FUNDING CORPORATION
and
STUDENT LOAN MARKETING ASSOCIATION
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SLM Student Loan Trust 2002-2 Administration Agreement Supplement dated as
of March 28, 2002 (the "Supplement") to the Master Administration Agreement
dated as of May 1, 1997 (the "Agreement") between SLM Funding Corporation (the
"Seller") 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 2002-2 (the "Trust"). The provisions of this
Supplement shall be applicable only to SLM Student Loan Trust 2002-2.
General. The Trust is issuing Class A Notes, 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.
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 2002-2
The Eligible Lender Trustee: Chase Manhattan Bank USA, National
Association
The Interim Eligible Lender Trustee: Chase Manhattan Bank USA, National
Association
The Indenture Trustee: Bankers Trust Company
The initial deposit into the Collection Account on the Closing Date in
accordance with Section 2.6.C of the Agreement shall be: $3,575,000.
2. Attached hereto are (i) Appendix A (SLM Student Loan Trust 2002-2)
containing those definitions which shall be applicable to this Supplement and to
the Agreement in connection with the Trust and this Supplement in place of the
definitions contained in Appendix A (Master) attached to the Agreement; and (ii)
a cross-reference table indicating modifications to the articles and sections of
the Basic Documents referred to in 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 as Exhibits B through I (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.
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5. The Agreement is hereby modified for purposes of SLM Student Loan Trust
2002-2 only as follows:
(a) 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.
(b) 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 .20%" to "a rate equal to
no less than the Federal Funds Rate less .20%."
(c) Section 2.3A is amended by inserting the following subsection:
3. The Administrator, for the benefit of the Issuer, 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 Issuer. 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 Bankers Trust
Company.
Section 2.3B is amended by including "Capitalized Interest Account" in
the definition of "Trust Accounts" and by inserting the following
parenthetical immediately after "Monthly Servicing Payment Date" in the
third sentence: "(in the case of the Collection Account and Reserve Account
only)."
Section 2.3C.3. is amended by replacing "Trust Accounts" with
"Collection Account and the Reserve Account."
(d) Section 2.7A is amended by inserting the following sentence after the
first sentence:
On each Determination Date to and including the Determination Date
immediately preceding the April 25, 2003 Distribution Date, the
Administrator shall calculate any amounts to be distributed from the
Capitalized Interest Account on the related Distribution Date.
(e) Section 2.7C is deleted and replaced with the following:
C. The Administrator shall instruct the Indenture Trustee in writing no
later than the second business day preceding each Distribution Date (based on
the information contained in the
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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 to
the Persons or to the account specified below by 1:00 p.m. (New York time) on
such Distribution Date, to the extent of the amount of Available Funds in the
Collection 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 such Distribution
Date;
2. to the Administrator, from the amount of Available Funds remaining
after the application of clause 1, the Administration Fee due on such
Distribution Date and all unpaid Administration Fees from prior
Collection Periods;
3. [RESERVED];
4. to the Class A Noteholders, from the amount of Available Funds
remaining after the application of clauses 1 through 3, the Class A
Noteholders' Interest Distribution Amount, ratably, without preference
or priority of any kind, according to the amounts payable on the
Class A Notes in respect of Class A Noteholders' Interest Distribution
Amount;
5. to the Class B Noteholders, from the amount of Available Funds
remaining after the application of clauses 1 through 4, the Class B
Noteholders' Interest Distribution Amount, ratably, without preference
or priority of any kind, according to the amounts payable in respect
of Class B Noteholders' Interest Distribution Amount;
6. to the Class A-1 Noteholders, from the amount of Available Funds
remaining after the application of clauses 1 through 5, the Class A
Noteholders' Principal Distribution Amount, ratably, without
preference or priority of any kind, according to the amounts payable
on the Class A-1 Notes for principal;
7. on each Distribution Date on and after which the Class A-1 Notes have
been paid in full, to the Class A-2 Noteholders, from the amount of
Available Funds remaining after the application of clauses 1 through
6, the Class A Noteholders' Principal Distribution Amount, ratably,
without preference or priority of any kind, according to the amounts
payable on the Class A-2 Notes for principal;
8. on each Distribution Date on and after the date on which the Class A
Notes have been paid in full, to the Class B Noteholders, from the
amount of Available Funds remaining after the application of clauses 1
through 7, the Class B Noteholders' Principal Distribution Amount,
ratably, without preference or priority of any kind, according to the
amounts payable on the Class B Notes for principal;
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9. to the Reserve Account, from the amount of Available Funds remaining
after the application of clauses 1 through 8, the amount, if any,
necessary to reinstate the balance of the Reserve Account up to the
Specified Reserve Account Balance;
10. [RESERVED];
11. to the Servicer, from the amount of Available Funds remaining after
the application of clauses 1 through 10, the aggregate unpaid amount
of the Carryover Servicing Fee, if any; and
12. to the Reserve Account, the amount of Available Funds remaining after
the application of clauses 1 through 11.
Notwithstanding the foregoing, if (a) on any Distribution Date following
distributions under clauses 1 through 7 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 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 for that Distribution Date, or (b) an
Insolvency Event with respect to the Seller or 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.
(f) Section 2.8 is deleted and replaced with the following:
Section 2.8.1 Reserve Account.
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A. On the Closing Date, the Issuer 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 Sections 2.8.1C.1(D) and 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 Administration Fee for any Distribution Date
exceeds the amount distributed to the Administrator pursuant to
Section 2.7C.2 on such Distribution Date, 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 amount to the Administrator.
3. [RESERVED]
4. In the event that the Class A Noteholders' Interest Distribution
Amount and the Class B Noteholders' Interest Distribution Amount for a
Distribution Date exceeds the amount distributed to the Noteholders
pursuant to Sections 2.7C.4, 2.7C.5 and 2.8.2B.1 on such Distribution
Date, the Administrator shall instruct the Indenture Trustee in
writing to withdraw from the Reserve Account on such Distribution 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 A Noteholders and to the Class
B Noteholders entitled thereto, in the same order and priority as is
set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of
Section 2.7C.
5. 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 or 2.7C.7 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 through B.4 above, and to
distribute such amount to the Class A Noteholders entitled thereto, in
the same order and priority as is set forth in Sections 2.7C.6 and
2.7C.7.
6. 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.5 above, and to
distribute such amount to the Class B Noteholders entitled thereto.
C.1. After giving effect to Section 2.8.1B, 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.1) is greater than the Specified Reserve Account Balance for such
Distribution Date, the Administrator shall instruct the
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Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such
excess in the Reserve Account an amount equal to the Class A Note Principal
Shortfall, if any; (B) to pay to the Class B Noteholders out of such excess in
the Reserve Account an amount equal to the Class B Note Principal Shortfall, if
any; (C) [RESERVED]; (D) to pay to the Servicer out of such excess in the
Reserve Account an amount equal to the amount described in Section 2.7C.11 for
such Distribution Date (to the extent not otherwise paid to the Servicer on such
Distribution Date); (E) in the event the Trust Student Loans are not sold
pursuant to Section 6.1A, to pay as an accelerated payment of principal balance
of the Notes, first to the Class A Noteholders in the same order and priority as
is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Class
A Notes is paid in full and then to the Class B Noteholders until the principal
balance of the Class B Notes is reduced to zero, provided that the amount of
such distribution shall not exceed the outstanding principal balance of the
Class A Notes or the Class B Notes, as applicable, after giving effect to all
other payments in respect of principal of Class A Notes and Class B Notes to be
made on such date; and (F) to distribute the remaining amount of such excess (i)
to the Seller, to the extent of any portion thereof that is attributable to the
reduction from time to time of the Specified Reserve Account Balance, and (ii)
to the Seller or its assignee, as holder of the Excess Distribution Certificate,
any remaining portion thereof. Amounts properly distributed to the Seller or
such holder pursuant to this paragraph C.1 shall be deemed released from the
Trust Estate and the security interest therein granted to the Indenture Trustee,
and the Seller or such holder shall in no event thereafter be required to refund
any such distributed amounts.
C.2. In the event of a termination of the Swap Agreement that requires
the Trust to make a termination payment to the Swap Counterparty, such
termination payment shall be paid after any payment made through Section 2.7C.9
and prior to any payment made in Section 2.7C.11 .
D. On the final Distribution Date upon termination of the Trust and
following the payment in full of the aggregate outstanding principal balance of
the Notes and of all other amounts (other than Carryover Servicing Fees) owing
or to be distributed hereunder or under the Indenture to Noteholders, the
Servicer or 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 to pay any Carryover Servicing Fees. Any amount
remaining on deposit in the Reserve Account after such payments have been made
shall be distributed to the Seller. The Seller 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,
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
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A. On the Closing Date, the Issuer 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 and the Class B Noteholders' Interest Distribution Amount for any
Distribution Date through the April 25, 2003 Distribution Date exceeds the
amounts distributed to the Noteholders pursuant to Sections 2.7C.4 and
2.7C.5 on such Distribution Date, 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 to the Class A Noteholders
until they have received the Class A Noteholders' Interest Distribution
Amount for that Distribution Date and then 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 April 25, 2003
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 Seller or its assignee, as
Holder of the Excess Distribution Certificate.
(g) 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. [RESERVED];
In addition, 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.
(h) The last sentence of Section 3.1D is deleted and replaced with the
following:
In connection therewith, the Administrator shall calculate LIBOR for the
first Accrual Period and One-Month and Three-Month LIBOR in accordance with the
definitions thereof and shall also determine the Student Loan Rate with respect
to such Distribution Date. In addition, the Administrator hereby accepts the
delegation to it of the obligations of the "Calculation Agent" under the Swap
Agreement.
(i) A new subparagraph, 4.2 (iv), is inserted as follows:
and
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(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).
In addition, the "or" is deleted from subparagraph 4.2 (ii) and the "." is
deleted from subparagraph 4.2 (iii) and is replaced with ";".
(j) Sections 6.1A and B are deleted and replaced with the following:
Section 6.1 Termination.
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A. Optional Purchase of All Trust Student Loans. The Administrator shall
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notify the Seller 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,
the Eligible Lender Trustee on behalf and at the direction of the Seller, or any
other "eligible lender" (within the meaning of the Higher Education Act)
designated by the Seller 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 Seller shall deposit
pursuant to Section 2.6 in the Collection Account an 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 Seller, the Eligible Lender Trustee and
the Indenture Trustee, and shall succeed to all interests in and to the Trust;
provided, however, that the Seller may not effect such purchase if such
aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount
plus any amount owing to the Swap Counterparty and any Carryover Servicing Fees.
In the event the Seller 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 Seller intends to exercise its option to purchase the Trust Estate, the
Seller shall be deemed to have waived its option to purchase the Trust Estate as
long as the Seller has received 5 business days' notice from the Indenture
Trustee as provided in Section 4.4 of the Indenture.
B. Insolvency of the Seller. Upon any sale of the assets of the Trust
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pursuant to Section 9.2 of the Trust Agreement, the Administrator shall instruct
the Indenture Trustee in writing to deposit the net proceeds from such sale
after all payments and reserves therefrom (including the expenses of such sale)
have been made (the "Insolvency Proceeds") in the Collection Account. On the
first Distribution Date following the date on which the Insolvency Proceeds are
deposited in the Collection Account, the Administrator shall instruct the
Indenture Trustee to make the following distributions (after the application on
such Distribution Date of the amount of Available Funds and amounts on deposit
in the Reserve Account pursuant to Sections 2.7 and 2.8.1) from the Insolvency
Proceeds and any funds remaining on deposit in the Reserve Account
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(including the proceeds of any sale of investments therein as described in the
following sentence):
a. to the Class A Noteholders, any unpaid Class A Noteholders'
Interest Distribution Amount for such Distribution Date as set
forth in Sections 2.7C.4;
b. to the Class A Noteholders, the outstanding principal balance of
the Class A Notes in the same order and priority as is set forth
in Sections 2.7C.6 and C.7;
c. to the Class B Noteholders, any unpaid Class B Noteholders'
Interest Distribution Amount for such Distribution Date;
d. to the Class B Noteholders, the outstanding principal balance of
the the Class B Notes;
e. [RESERVED]; and
f. to the Servicer, any unpaid Carryover Servicing Fees.
Any investment on deposit in the Reserve Account that will not mature
on or before such Distribution Date shall be sold by the Indenture
Trustee at such time as will result in the Indenture Trustee receiving
the proceeds from such sale not later than the Business Day preceding
such Distribution Date. Any Insolvency Proceeds remaining after the
deposits described above shall be paid to the Seller.
(k) 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 the
Swap Agreement, (ii) the ability of the Trust to timely and fully
perform its obligations under the Swap Agreement or (iii) any of the
Trust's obligations under the Swap Agreement or any swap transaction
under such agreement. Any such amendment, modification or supplement
without the Swap Counterparty's consent shall not be binding on the
Swap Counterparty.
6. 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 Seller) shall be applicable only with respect to
the Trust, this Supplement and the other Basic Documents.
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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.
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 CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By:_____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: _________________________
Vice President
Title: _______________________
▇▇▇▇▇▇ ▇▇▇ SERVICING L.P.
By: ▇▇▇▇▇▇ MAE, INC.,
Its general partner
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:_____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:___________________________
Senior Vice President
and Controller
Title:__________________________
SLM STUDENT LOAN TRUST 2002-2
By Chase Manhattan Bank
USA, National Association,
not in its individual
capacity but solely as
Eligible Lender Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By:____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:__________________________
Vice President
Title:_________________________
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CHASE MANHATTAN BANK USA, National
Association, not in its individual
capacity but solely as Eligible
Lender Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By:____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:__________________________
Vice President
Title:_________________________
BANKERS TRUST COMPANY
not in its individual capacity but
solely as Indenture Trustee
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
By:____________________________
▇▇▇▇▇▇▇ ▇▇▇▇
Name:__________________________
Associate
Title:_________________________
The Administrator hereby acknowledges receipt of the foregoing Supplement and
hereby confirms to the Seller 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
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By:_______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:_____________________________
Vice President
Title:____________________________
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