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EXHIBIT 99.5
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, dated as of November 12, 1997 (this
"Agreement") is entered into by and among (i) CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, a national banking association acting not in its
individual capacity but solely as Eligible Lender Trustee under the trust
agreement referred to below (the "Trustee"), (ii) BANKERS TRUST COMPANY, a New
York banking corporation (the "Agent") and (iii) STUDENT LOAN MARKETING
ASSOCIATION, a federally chartered corporation (the "Administrator").
W I T N E S S E T H;
WHEREAS, the Trustee and the Administrator desire to appoint the Agent
as the co-paying agent under the Trust Agreement, dated as of November 1, 1997
(the "Trust Agreement"), between the Trustee and SLM Funding Corporation;
WHEREAS, the Agent desires to accept such appointment.
NOW THEREFORE, the Trustee, the Administrator and the Agent agree as
follow:
1. Pursuant to Section 3.9 of the Trust Agreement, the Trustee
hereby appoints the Agent as the co-paying agent to perform the duties of the
Certificate Paying Agent as set forth in the Trust Agreement and the Agent
hereby accepts such appointment and the duties relating thereto as if the
Agent had been a party to the Trust Agreement. The Administrator hereby
consents to such appointment.
2. The Agent shall be subject to the same standard of care as,
and shall be entitled to the same rights, protections and immunities afforded
to, the Trustee under the Trust Agreement.
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3. The Administrator covenants to indemnify the Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
willful misconduct, negligence or bad faith on the part of the Agent arising
our of or in connection with the acceptance or administration of this Agreement
and the duties hereunder, including the reasonable costs and expenses of
defending itself against any claim of liability in the premises.
4. This Agreement may be modified by agreement of the parties
hereto and may be terminated by any party upon sixty (60) days prior written
notice to the other parties.
5. Initially capitalized terms which are used herein and which
are not defined herein have the meanings set forth in the Trust Agreement.
6. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
STUDENT LOAN MARKETING CHASE MANHATTAN BANK USA,
ASSOCIATION NATIONAL ASSOCIATION
By: /s/ J. XXXXX XXXXXX By: /s/ X.X. XXXXXX
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Name: Name:
Title: Title:
BANKERS TRUST COMPANY
By: /s/ XXXXX XXXXXXXX
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Name:
Title:
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