Exhibit 99.5
PAYING AGENT AGREEMENT
----------------------
This PAYING AGENT AGREEMENT, dated as of February 15, 2000 (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 Amended and Restated Trust Agreement, dated as of
February 1, 2000 (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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
CHASE MANHATTAN BANK
DELAWARE, as Eligible Lender Trustee
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY, as Agent
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
Title: Vice President
