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EXHIBIT 99.3
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SLM STUDENT LOAN TRUST 1997-4
ADMINISTRATION AGREEMENT SUPPLEMENT
Dated as of November 12, 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 1997-4 Administration Agreement Supplement
dated as of November 12, 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 1997-4 (the "Trust"). The
provisions of this Supplement shall be applicable only to SLM Student Loan
Trust 1997-4.
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 1997-4
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 1997-4)
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
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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/ XXXXXXX M. E. XXXXXX, JR.
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Name:
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Title:
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XXXXXX MAE SERVICING CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Name:
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Title:
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SLM STUDENT LOAN TRUST 1997-4
By Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ X.X. XXXXXX
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Name:
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Title:
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CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Eligible
Lender Trustee
By: /s/ X.X. XXXXXX
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Name:
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Title:
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BANKERS TRUST COMPANY
not in its individual capacity but
solely as Indenture Trustee
By: /s/ XXXXX XXXXXXXX
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Name:
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Title:
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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 Xxxxxx Xxx, Inc., Authorized
Agent for the Student Loan
Marketing Association
By: /s/ J. XXXXX XXXXXX
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Name:
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Title:
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