EXHIBIT 99.3
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SLM STUDENT LOAN TRUST 2003-2
ADMINISTRATION AGREEMENT SUPPLEMENT
DATED AS OF MARCH 4, 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 2003-2 Administration Agreement Supplement dated as
of March 4, 2003 (the "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 2003-2 (the "Trust"). The provisions of this
Supplement shall be applicable only to SLM Student Loan Trust 2003-2.
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 . 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".
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 2003-2
The Eligible Lender Trustee: Chase Manhattan Bank USA, National Association
The Interim Eligible Lender Trustee: Chase Manhattan Bank USA, National
Association
The Indenture Trustee: 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.
1. Attached hereto is Appendix A (SLM Student Loan Trust 2003-2) containing
those definitions that 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.
2. 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).
3. 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
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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.
4. The Agreement is hereby modified for purposes of SLM Student Loan Trust
2003-2 only as follows:
(a) Section 2.1 is amended by inserting the following:
s. engaging or terminating any Broker-Dealers and taking other
actions with respect to the Auction Rate Note Procedures (Appendix A-2).
(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. The Administrator shall perform the notice obligations in the
event of a default by the Swap Counterparty specified in the Swap Agreement.
(d) Section 2.4 is amended as follows:
(i) In the sentence immediately preceding the proviso the word "Quarterly" is
inserted immediately prior to "Distribution Date"; (ii) 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%."; and (iii) the following sentence is inserted at the end of the
paragraph:
"The Administrator shall also deposit into the Collection Account (a) on or
before the fifteenth calendar day of each month, an amount sufficient to make
the allocations described under Section 2.7E and (b) on or before the Business
Day preceding each Distribution Date that is not a Quarterly Distribution Date
any amounts required to make distributions on such Distribution Date not
previously deposited pursuant to clause (a) above, in each case, to the extent
it has collected such amounts during the related Collection Period."
(e) 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.
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4. 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 "Future Distribution
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust. The Future
Distribution 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.
5. 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 "Euro Account"), which
shall be an interest bearing account bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Trust. The 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.
(f) Section 2.3B is amended by including "Capitalized Interest
Account," "Future Distribution Account" and "Euro Account" 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) 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." Funds on deposit in the Euro Account shall not be
invested but shall bear interest at the prevailing available treasury rate.
(g) Section 2.6B is amended by inserting the word "Quarterly"
immediately preceding "Distribution Date" in all instances and by changing
the words "the sum of the Servicing Fee" in the first proviso to "the
Primary Servicing Fee".
(h) 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%".
(i) Section 2.6 is amended by inserting the following subsection:
D. The Administrator shall cause all payments payable to the Issuer
from any Swap Counterparty to be deposited into the Euro Account.
(j) Section 2.7A is amended by inserting the following after the first
sentence:
On or before the Business Day immediately preceding each Distribution Date
that is not a Quarterly Distribution Date, the Administrator shall
calculate (i) all amounts required (a) to be deposited in the Collection
Account from the Reserve Account and the Capitalized Interest Account and
(b) Investment Earnings to be transferred from the Trust Accounts
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to the Collection Account and (ii) the amount to be distributed therefrom
on the related Distribution Date.
On or before the Business Day immediately preceding each Distribution Date,
the Administrator shall calculate any amounts to be deposited in the Future
Distribution Account from the Collection Account on the related
Distribution Date with respect to each applicable entity and the amount to
be withdrawn from the Future Distribution Account with respect to each
applicable entity.
(k) 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 Quarterly Distribution Date (based on the information
contained in the Administrator's Certificate and the related Servicer's
Report delivered pursuant to Section 3.1 (A) and (B)) to distribute to the
Servicer, by 1.00 p.m. (New York time) on such Monthly Servicing Payment
Date, from and to the extent of funds on deposit in the Future Distribution
Account (with respect to funds allocated to the Servicer) and, if amounts
on deposit therein are insufficient, 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.
(l) 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 Quarterly 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 with respect to Notes that have a
Distribution Date on the Quarterly Distribution Date, and in the case of a
Quarterly Distribution Date that is not an Auction Rate Distribution Date for
all of the Auction Rate Notes, allocations to the Future Distribution Account
with respect to these Auction Rate Notes (for principal and Carry-over Amounts),
to the Persons or to the account specified below by 1:00 p.m. (New York time) on
such Quarterly 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 June 2004
Distribution Date, amounts transferred from the Capitalized Interest Account
pursuant to Section 2.8.2 with respect to clauses 4(a), 4(c) and 5 below, and,
as applicable, amounts on deposit in the Future Distribution 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, the Administration Fee due on such
Distribution Date and all unpaid Administration Fees from prior
Collection Periods;
3. pro rata, to the Auction Agent, any Auction Agent Fees and to the
Broker-Dealers, any Broker-Dealer Fees;
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4. pro rata, based on the aggregate principal balance (and, if the
Swap Agreement is not in effect, the then current U.S. Dollar
equivalent of the aggregate principal balance of the Class A-5
Notes) of the Notes (other than the Class A-5 Notes so long as the
Swap Agreement is in effect) and the amount of any Swap
Termination Payments and Trust Swap Payments due and payable by
the Trust to the Swap Counterparty under this clause (4):
(a) to the Class A Noteholders (other than the Class A-5
Noteholders so long as the Swap Agreement is in effect), the
Class A Noteholders' Interest Distribution Amount, pro rata,
based on the amounts payable as Class A Noteholders' Interest
Distribution Amount;
(b) to the Swap Counterparty, the amount of any Swap Termination
Payment due to the Swap Counterparty due 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 pay
the portion, if any, of any Swap Termination Payment referred
to above remaining unpaid; and
(c) to the Swap Counterparty, Swap Interest Payments payable to
the Swap Counterparty by the Trust;
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. to the Class A-1 Noteholders until paid in full, the Class A
Noteholders' Principal Distribution Amount;
7. on each Distribution Date after the Class A-1 Notes have been paid
in full, to the Class A-2 Noteholders until paid in full, any
remaining Class A Noteholders' Principal Distribution Amount;
8. on each Distribution Date after the Class A-2 Notes have been paid
in full, to the Class A-3 Noteholders until paid in full, any
remaining Class A Noteholders' Principal Distribution Amount;
9. on each Distribution Date after the Class A-3 Notes have been paid
in full, to the Class A-4 Noteholders until paid in full, any
remaining Class A Noteholders' Principal Distribution Amount;
10. on each Distribution Date after the Class A-4 Notes have been paid
in full, (a) while the Swap Agreement is in effect, to the Swap
Counterparty, any remaining Class A Noteholders' Principal
Distribution Amount until Swap Principal Payments in an amount
equal to the U.S. Dollar equivalent of the initial principal
balance of the Class A-5 Notes (at the Initial Dollar/Euro
Conversion Rate) have
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been made to the Swap Counterparty and (b) if the Swap Agreement
is not in effect, the Class A-5 Notes until paid in full, the
Class A Noteholders' Principal Distribution Amount;
11. on each Distribution Date after Swap Principal Payments in an
amount equal to the U.S. Dollar equivalent of the initial
principal balance of the Class A-5 Notes (at the Initial
Dollar/Euro Conversion Rate) have been made to the Swap
Counterparty, to the Class A-6 Notes, the Class A-7 Notes, the
Class A-8 Notes and the Class A-9 Notes until paid in full, pro
rata, by lots of $50,000, any remaining Class A Noteholders'
Principal Distribution Amount, subject to the terms of clause G
below;
12. on each Distribution Date after all of the Class A Notes have been
paid in full and Swap Principal Payments in an amount equal to the
U.S. Dollar equivalent of the initial principal balance of the
Class A-5 Notes (at the Initial Dollar/Euro Conversion Rate) have
been made to the Swap Counterparty, to the Class B Noteholders
until paid in full, by lots of $50,000, the Class B Noteholders'
Principal Distribution Amount, subject to the terms of clause G
below;
13. to the Reserve Account, the amount, if any, necessary to reinstate
the balance of the Reserve Account to the Specified Reserve
Account Balance;
14. to the Servicer, the aggregate unpaid amount of the Carryover
Servicing Fee, if any;
15. to the Class A Auction Rate Noteholders, pro rata, any Carry-over
Amounts due the Class A Notes;
16. to the Class B Noteholders, any Carry-over Amounts due the Class B
Notes;
17. to the Swap Counterparty, the amount of any Swap Termination
Payments due to the Swap Counterparty by the Trust and not payable
in clause 4(b) above; and
18. to the Excess Distribution Certificateholder, any remaining
amounts after application of the preceding clauses.
Notwithstanding anything to the contrary herein, amounts that would be paid
to the Swap Counterparty pursuant to clause 4, 10 or 17 above will be determined
on or before the fourth Business Day preceding each Quarterly Distribution Date
and will be paid by the Trust to the Swap Counterparty on the third Business Day
preceding each Quarterly Distribution Date to the same extent and with the same
priority as if they were made on the applicable Quarterly Distribution Date.
On each Quarterly Distribution Date that is not an Auction Rate
Distribution Date for one or more classes of Auction Rate Notes, in lieu of
making payments on that date of principal and Carry-over Amounts to those
classes of Auction Rate Notes that do not have a Distribution Date on such
Quarterly Distribution Date, the Administrator shall cause those amounts to be
deposited into the Future Distribution Account.
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In the event that a Swap Termination Payment is owed by the Trust to the
Swap Counterparty and a replacement swap transaction is procured by the Trust
under which the replacement Swap Counterparty makes a payment to the Trust, the
Administrator shall instruct the Indenture Trustee to pay that amount directly
to the original Swap Counterparty to the extent that a payment is owed by the
Trust to the 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 17 above.
Notwithstanding the foregoing, (x) if (a) on any Quarterly Distribution
Date following distributions under clauses 1 through 11 above to be made on such
Quarterly 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
Quarterly 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; and (y) 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 through C.11 until the
principal amount of the Class A Notes is paid in full and 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.
D. The Administrator shall instruct the applicable Paying Agent in
writing no later than the Business Day preceding each Quarterly Distribution
Date to distribute all amounts on deposit in the Euro Account to the Class A-5
Noteholders on the Quarterly Distribution Date. If the Swap Agreement is not in
effect, the Administrator shall cause U.S. Dollars to be converted into Euros in
amounts sufficient to make the distributions specified in this Agreement and the
Indenture.
E. On or prior to the fifth business day of each month, the
Administrator shall instruct the Indenture Trustee to make the following
allocations on or before the fifteenth calendar day of the same month with funds
on deposit in the Collection Account in the following order of priority:
1. deposit into the Future Distribution Account for the Servicer and
the Administrator, pro rata, the amount of the Servicing Fee and
Administration Fee that will accrue for the related calendar month
plus any previously accrued and unpaid or set aside Servicing Fee
and Administration Fee;
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2. deposit into the Future Distribution Account, pro rata, for the
Auction Agent and the Broker-Dealers an amount equal to their
Auction Agent Fees and Broker-Dealer Fees, respectively, expected
to be payable from the calander day after the current calendar
month's Quarterly Distribution Date through the following month's
Quarterly Distribution Date or Monthly Servicing Payment Date, as
the case may be, plus previously accrued and unpaid or set aside
Auction Agent Fees and Broker-Dealer Fees;
3. deposit into the Future Distribution Account, pro rata, for (a)
each class of the Class A Notes an amount equal to interest
expected to accrue on the Class A Notes from the calandar day
after the current calendar month's Quarterly Distribution Date
through the following month's Quarterly Distribution Date or
Monthly Servicing Payment Date, as the case may be, plus
previously accrued and unpaid or set aside interest and (b) the
Swap Counterparty an amount equal to Swap Interest Payments to the
Swap Counterparty expected to accrue from the fifteenth day of the
current calendar month to the fourteenth day of the subsequent
calendar month, plus previously accrued and unpaid or set aside
Swap Interest Payments plus Swap Termination Payments under
Section 2.7C.4(b); and
4. deposit into the Future Distribution Account for the Class B
Notes, an amount equal to interest expected to accrue on the Class
B Notes from the fifteenth day of the current calendar month to
the fourteenth day of the subsequent calendar month plus
previously accrued and unpaid or set aside interest.
F. On each Auction Rate Distribution Date that is not a Quarterly
Distribution Date, the Administrator shall instruct the Indenture Trustee to
make the following distributions in the following order of priority:
1. from amounts deposited in the Future Distribution Account that
were allocated to the Auction Agent and the Broker- Dealers, and
then from amounts on deposit in the Collection Account, pro rata,
to the Auction Agent and the Broker-Dealers, the Auction Agent
Fees of the Auction Agent and the Broker-Dealer Fees of the
Broker-Dealers;
2. from amounts deposited in the Future Distribution Account for the
benefit of the Class A Notes with a Distribution Date on this
Auction Rate Distribution Date, and then from amounts on deposit
in the Collection Account, pro rata, to the Class A Notes with a
Distribution Date on this Auction Rate Distribution Date, an
amount equal to interest payable on these Class A Notes; and
3. from amounts deposited in the Future Distribution Account that
were allocated to the Class B Notes on account of interest, and
then from amounts on deposit in the Collection Account, to the
Class B Notes if they have a Distribution Date on this Auction
Rate Distribution Date, an amount equal to interest payable on the
Class B Notes.
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All amounts deposited in the Future Distribution Account shall be deposited
therein for the benefit of an entity or a class of Notes. Each such amount shall
only be distributable to the entity or the class of Notes for whom it was so
deposited. Amounts on deposit in the Future Distribution Account with respect to
principal and Carry-Over Amounts allocated to the Auction Rate Notes shall be
paid to the Auction Rate Notes on their Auction Rate Distribution Dates.
G. If less than all of the Class A Auction Rate Notes are to be paid
or allocated principal sufficient to repay them in full on a Quarterly
Distribution Date, the Administrator shall determine the particular classes of
Class A Auction Rate Notes which will be paid or allocated principal on a
Quarterly Distribution Date. The Administrator shall make such determination as
follows: (1) first, the Administrator shall compute the number of $50,000
increments of principal that are available to be paid or allocated to the Class
A Auction Rate Notes and (2) second, the Administrator shall pay or allocate
such $50,000 increments in a manner that will preserve as nearly as practicable,
the respective original proportions of such Classes that remain outstanding,
with any excess increment that cannot be so paid or allocated being chosen by
random lot.
If less than all of the Auction Rate Notes of a given class are to be paid
or allocated principal on a Quarterly Distribution Date in amount sufficient to
pay such class in full, the particular Auction Rate Notes to be paid shall be
selected by the Administrator by random lots of $50,000. If there are any
amounts available to pay or allocated principal to the Class A Auction Rate
Notes or Class B Auction Rate Notes, as applicable that are not in $50,000
increments, the Administrator shall deposit such amounts to the Future
Distribution Account to pay principal to the Class A Auction Rate Notes or Class
B Auction Rate Notes, as applicable, in the future.
(m) Section 2.8 is deleted and replaced with the following:
SECTION 2.8.1 RESERVE ACCOUNT.
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 Quarterly Distribution
Date, the Administrator shall instruct the Indenture Trustee in
writing to withdraw from the Reserve Account on such Monthly
Servicing Payment Date or Quarterly 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.
2. In the event that the Available Funds are insufficient to make the
payments described under Sections 2.7C.1 through 2.7C.5 (after
giving effect to Section 2.7F), the Administrator shall instruct
the Indenture Trustee in writing to withdraw from the Reserve
Account on each Quarterly Distribution Date an
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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 through 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, 2.7C.7, 2.7C.8, 2.7C.9,
2.7C.10, or 2.7C.11 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 Sections 2.7C.6 through
2.7C.11.
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.12 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, 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 aggregate outstanding
principal balance of the Notes and of all other amounts (other
than Carryover Servicing Fees, Carry-over Amounts and Swap
Termination Payments) owing or to be distributed hereunder or
under the Indenture to Noteholders, the Servicer, the Swap
Counterparty 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
first to pay any Carryover Servicing Fees, second to pay any Class
A Carry-over Amounts to the Class A Noteholders, third to pay any
Class B Carry-over Amounts to the Class B Noteholders, and fourth
to pay any Swap Termination Payments not previously paid to the
Swap Counterparty. Any amount remaining on deposit in the Reserve
Account 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.
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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 Carry-over
Amounts, 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 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 June 2004 Distribution Date
exceeds the amounts distributed to the Noteholders pursuant to
Sections 2.7C.4(a), 2.7C.4(c) and 2.7C.5 on a Quarterly
Distribution Date or the Class A Noteholders' Interest
Distribution Amount or the Class B Noteholders' Interest
Distribution Amount on any other 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 June 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
Depositor or its assignee, as Holder of the Excess Distribution
Certificate.
(n) 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];
(o) 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 (other than with respect to the Class A-5 Notes, which amount
shall be expressed as an Euro amount per (euro) 1,000 of original principal
balance of the Class A-5 Notes.
(p) The word "Quarterly" shall be inserted in front of "Distribution
Date" in Section 2.12 and Section 3.1.
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(q) The last sentence of Section 3.1D is deleted and replaced with the
following:
In connection therewith, the Administrator shall calculate LIBOR and
EURIBOR for the first Accrual Period and One-Month, Three-Month and Four-Month
LIBOR and Three-Month and Four-Month EURIBOR in accordance with the definitions
thereof. 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, 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
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 amount owing to the Swap Counterparty 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
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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 Swap Counterparty shall not be binding on the Swap
Counterparty.
Section 6.2 The parties to this Agreement acknowledge and agree that,
pursuant to Section 5(h) of the Schedule to the Swap Agreement the Trust has
agreed (a) to notify the Swap Counterparty of any amendment, modification or
supplement to this Agreement or any other Basic Document that would materially
adversely affect (i) the Swap Counterparty'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 terms of the Indenture or this Agreement which relates to payments to or
rights of the Swap Counterparty under the Agreements, and (b) to obtain the
written consent of CDC to any such amendment, modification or supplement. any
such amendment, modification or supplement without the written consent of CDC
shall be void and unenforceable.
Accordingly, the parties to this Agreement acknowledge and agree that CDC
is a third party beneficiary of this Agreement to the extent of its rights under
the Swap Agreement in respect of this Agreement and shall be entitled to enforce
such rights under this Agreement. Notices to CDC under this Section 6 shall be
addressed to to CDC at the address listed in the swap confirmation.
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.
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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
XXXXXX XXX SERVICING L.P.
By: XXXXXX MAE, INC.,
Its general partner
By: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
Controller
SLM STUDENT LOAN TRUST 2003-2
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
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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
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
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
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