Exhibit 99.3
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SLM STUDENT LOAN TRUST 1997-2
ADMINISTRATION AGREEMENT SUPPLEMENT
Dated as of June 18, 1997
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 1997-2 Administration Agreement Supplement dated
as of June 18, 1997 (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 1997-2 (the "Trust"). The provisions of
this Supplement shall be applicable only to SLM Student Loan Trust 1997-2.
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 1997-2
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: $25,000.
2. Attached hereto are (i) Appendix A (SLM Student Loan Trust 1997-2) 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, are being delivered to the
Administrator together with this Supplement and are in substantially the
respective forms attached to the Agreement as Exhibits B through I;
4. Notwithstanding anything to the contrary set forth in Section 2.3.C.2 of the
Master Administration 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. 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.
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 CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. XxXxxxx
Title: Executive Vice President
and Chief Financial Officer
XXXXXX XXX SERVICING CORPORATION
By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxxx X. Xxxxxx
Title:
SLM STUDENT LOAN TRUST 1997-2
By Chase Manhattan Bank
USA, National Association,
not in its individual
capacity but solely as
Eligible Lender Trustee
By: /s/ XXXX X.XXXXXX
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Name: Xxxx X. Xxxxxx
Title:
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not
in its individual capacity
but solely as Eligible
Lender Trustee
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title:
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BANKERS TRUST COMPANY
not in its individual capacity but
solely as Indenture Trustee
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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
By: /s/ J. XXXXX XXXXXX
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Name: J. Xxxxx Xxxxxx
Title: Vice President
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