EXHIBIT 99.3
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SLM STUDENT LOAN TRUST 2003-3
ADMINISTRATION AGREEMENT SUPPLEMENT
Dated as of March 26, 2003
to
MASTER ADMINISTRATION AGREEMENT
Dated as of May 1, 1997
Between
SLM FUNDING LLC
as the successor-in-interest
to
SLM Funding Corporation
and
STUDENT LOAN MARKETING ASSOCIATION
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SLM Student Loan Trust 2003-3 Administration Agreement Supplement dated
as of March 26, 2003 (the "Supplement") to the Master Administration Agreement
dated as of May 1, 1997 (the "Agreement") between SLM Funding LLC,
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 2003-3 (the "Trust"). The provisions of
this Supplement shall be applicable only to SLM Student Loan Trust 2003-3.
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".
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 2003-3
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 purpose
of the Trust.
The Collection Account Initial Deposit on the Closing Date, which ▇▇▇▇▇▇
Mae 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 2003-3) 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 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
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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.
5. The Agreement is hereby modified for purposes of SLM Student Loan Trust
2003-3 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 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.
(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. 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 Noteholders and 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.
(d) Section 2.3B is amended by including "Capitalized Interest
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 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 Distribution
Date."
(e) Section 2.3C.3 is amended by replacing "Trust Accounts"
with "Collection Account and the Reserve Account."
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(f) 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 June 2004 Distribution Date, the
Administrator shall calculate any amounts to be distributed from the
Capitalized Interest Account, if any, on the related Distribution Date.
(g) 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 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 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 and 5 below, in the following
order of priority, and the Indenture Trustee shall comply with such
instructions:
1. to the Indenture Trustee for amounts due under
Section 6.7 of the Indenture;
2. to the Servicer for due and unpaid Primary Servicing
Fees;
3. to the Administrator, any due and unpaid
Administration Fees;
4. to the Class A Noteholders for amounts due and unpaid
on the Class A Notes for interest, ratably, without preference
or priority of any kind, according to the amounts due and
payable on the Class A Notes for such interest;
5. to the Class B Noteholders for amounts due and unpaid
on the Class B Notes for interest;
6. to Class A-1 Noteholders for amounts due and unpaid
on the Class A-1 Notes for principal, ratably, without
preference or priority of any kind, according to the amounts due
and payable on the Class A-1 Notes for principal;
7. to Class A-2 Noteholders for amounts due and unpaid
on the Class A-2 Notes for principal, ratably, without
preference or priority of any kind, according to the amounts due
and payable on the Class A-2 Notes for principal;
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8. to Class A-3 Noteholders for amounts due and unpaid
on the Class A-3 Notes for principal, ratably, without
preference or priority of any kind, according to the amounts due
and payable on the Class A-3 Notes for principal;
9. to Class A-4 Noteholders for amounts due and unpaid
on the Class A-4 Notes for principal, ratably, without
preference or priority of any kind, according to the amounts due
and payable on the Class A-4 Notes for principal;
10. to the Class B Noteholders for amounts due and
unpaid on the Class B Notes for principal, ratably without
preference or priority of any kind, according to the amounts due
and payable on the Class B Notes for principal;
11. to the Reserve Account, the amount, if any,
necessary to reinstate the balance of the Reserve Account to the
Specified Reserve Account Balance;
12. to the Servicer, for any unpaid Carryover Servicing
Fees; and
13. to the Excess Distribution Certificateholder, any
remaining funds after the preceding clauses.
Notwithstanding the foregoing, (x) if (a) on any Distribution
Date following distributions under clauses 1 through 9 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 under clauses 1
through 9 minus (iv) the Specified Reserve Account Balance 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,
the Administrator shall instruct the Indenture Trustee to pay as
an accelerated payment of the outstanding 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.9
until the principal amount of the Class A Notes is paid in full
and reduced to zero, and then to the Class B Noteholders as set
forth in Section 2.7C.10 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
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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.
(h) 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.2 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.
B.2. In the event that the Administration Fee for any
Distribution Date exceeds the amount distributed to the
Administrator pursuant to Section 2.7C.3 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.
B.3. RESERVED
B.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 2.7C.5 subject
to the last paragraph of Section 2.7C.
B.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
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exceeds the amount distributed to such Class A Noteholders
pursuant to Section 2.7C.6, 2.7C.7, 2.7C.8 or 2.7C.9 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 through 2.7C.9.
B.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.10 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
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.
C.2. [Reserved]
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
first 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 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, such
amount will be so
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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 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 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 holder of the Excess Distribution Certificate.
(i) Section 2.9.e is deleted, and Sections 2.9.f-j are redesignated
as Sections 2.9.e-i.
(j) 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.
(k) The last sentence of Section 3.1D is deleted and replaced with
the following:
In connection therewith, the Administrator shall calculate LIBOR
for the initial Accrual Period and Three-Month LIBOR in
accordance with the definitions thereof.
(l) the "or" is deleted from Subparagraph 4.2 (ii) and the "." is
deleted from subparagraph 4.2 (iii) and to replace with ";".
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(m) A new Subparagraph 4.2 (iv) is inserted as follows:
"(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)."
(n) the "25%" in Section 5.1.B and in the first clause following
Section 5.1C is deleted and replaced with "50%".
(o) 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 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.
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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 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇ SERVICING L.P.
By: ▇▇▇▇▇▇ MAE, INC.,
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and Controller
SLM STUDENT LOAN TRUST 2003-3
By CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Agent
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
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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