Exhibit 99.5
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, dated as of September 11, 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 September 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.
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: J. Xxxxx Xxxxxx Name: X. X. Xxxxxx
Title: Title:
BANKERS TRUST COMPANY
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title:
