Exhibit 99.3
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SLM STUDENT LOAN TRUST 1999-3
ADMINISTRATION AGREEMENT SUPPLEMENT
Dated as of December 1, 1999
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 1999-3 Administration Agreement Supplement dated
as of December 1, 1999 (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 1999-3 (the "Trust"). The provisions of
this Supplement shall be applicable only to SLM Student Loan Trust 1999-3.
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 1999-3
The Eligible Lender Trustee: Chase Manhattan Bank Delaware
The Interim Eligible Lender Trustee: Chase Manhattan Bank
Delaware
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: $0.
2. Attached hereto are (i) Appendix A (SLM Student Loan Trust 1999-3) 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. The Agreement is hereby modified for purposes of SLM Student Loan Trust
1999-3 only as follows:
(a) The last paragraph of Section 2.7 is deleted and replaced with the
following:
Notwithstanding the foregoing, if (a) on any Distribution Date
following all distributions to be made on such Distribution Date the Outstanding
Amount of the 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 has occurred and is continuing, then amounts on deposit in the
Collection Account and the Reserve Account shall be applied on such Distribution
Date to the payment of the Noteholders' Distribution Amount before any amounts
are applied to the payment of the Certificateholders' Distribution Amount.
(b) The last sentence of Section 3.1D is deleted and replaced with the
following:
In connection therewith, the Administrator shall calculate Three-Month
LIBOR or One-Month LIBOR, as applicable, in accordance with the definitions
thereof and shall also determine the Student Loan Rate with respect to such
Distribution Date.
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.
7. A new subparagraph, 4.2(iv), is added to the Master Administration Agreement
as follows:
"(iv) any claim for failure to comply with provisions of 34 CFR
682.203(b) except for its obligation to be an eligible lender under the Act."
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/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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▇▇▇▇▇▇ ▇▇▇ SERVICING CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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SLM STUDENT LOAN TRUST 1999-3
By Chase Manhattan Bank Delaware, not in
its individual capacity but solely as
Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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CHASE MANHATTAN BANK DELAWARE, not in its
individual capacity but solely as Eligible
Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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BANKERS TRUST COMPANY
not in its individual capacity but solely
as Indenture Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
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Title: Vice President
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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: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Treasurer
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