Exhibit 99.5
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, dated as of August 12, 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 August 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 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 DELAWARE
ASSOCIATION
By:_________________________ By:___________________________________
Name:______________________ Name:________________________________
Title:_______________________ Title:_________________________________
BANKERS TRUST COMPANY
By:_________________________
Name:______________________
Title:_______________________
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