Exhibit 99.5
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, dated as of December 28, 1999 (this
"Agreement") is entered into by and among (i) CHASE MANHATTAN BANK DELAWARE, a
Delaware banking corporation 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 December 1, 1999
(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.
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.
[SIGNATURE PAGE FOLLOWS]
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
ASSOCIATION, as Administrator
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Treasurer
CHASE MANHATTAN BANK
DELAWARE, as Eligible Lender
Trustee
By: /s/ Xxxx X. Xxxxxx
----------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
BANKERS TRUST COMPANY, as Agent
By: /s/ Xxxxxxxx X.X. Xxxxx
----------------------
Name: Xxxxxxxx X. X. Xxxxx
Title: Vice President
