EXHIBIT 99.5
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, dated as of March 19, 1998 (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 March 1, 1998 (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 out 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/ XXXX X. XXXXXX
------------------------------ -----------------------------
Name: J. Xxxxx Xxxxxx Name:___________________________
----------------------------
Title: Vice President Title:__________________________
---------------------------
BANKERS TRUST COMPANY
By: /s/ XXXXXXXX X.X. XXXXX
------------------------------
Name: Xxxxxxxx X.X. Xxxxx
----------------------------
Title: Vice President
---------------------------
2
