EXHIBIT 19.2 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1995-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 41 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999 is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 42 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 43 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1996-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 44 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 45 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 46 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 47 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 48 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 49 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-3 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 50 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 51 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 52 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-4 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 53 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 54 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 55 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1997-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 56 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 57 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1997-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 58 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 59 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 60 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 61 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-3 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 62 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 63 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 64 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-4 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 65 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 66 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 67 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 68 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 69 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 70 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-2, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. 71 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 72 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreement. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 73 Exhibit 19.2 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1999-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-1, for the period June 29, 1999 through December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the period June 29, 1999 through December 31, 1999, is fairly stated, in all material respects. 74 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 75 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreement. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the period June 29, 1999 through December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 76 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1999-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-2, for the period August 12, 1999 through December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the period August 12, 1999 through December 31, 1999, is fairly stated, in all material respects. 77 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 78 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreement. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the period August 12, 1999 through December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 79 March 1, 2000 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1999-3 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-3, for the period December 1, 1999 through December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the period December 1, 1999 through December 31, 1999, is fairly stated, in all material respects. 80 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 81 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-3. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreement. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above for the period December 1, 1999 through December 31, 1999. March 1, 2000 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 82 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1995-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. 83 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 84 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 85 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1996-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 86 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 87 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 88 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 89 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 90 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 91 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-3 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 92 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 93 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 94 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-4 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 95 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 96 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 97 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 98 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 99 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 100 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 101 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 102 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of the management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 103 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-3 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 104 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 105 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 106 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-4 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 107 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 108 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 109 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 110 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 111 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 112 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1998-2, for the year ended December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 113 above for the year ended December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 114 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the year ended December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 115 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1999-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1999-1, for the period June 29, 1999 through December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 116 above for the period June 29, 1999 through December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 117 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the period June 29, 1999 through December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 118 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1999-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1999-2, for the period August 12, 1999 through December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 119 above for the period August 12, 1999 through December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 120 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the period August 12, 1999 through December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 121 March 1, 2000 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1999-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1999-3, for the period from December 1, 1999 through December 31, 1999, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 122 above for the period December 1, 1999 through December 31, 1999, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 123 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1999-3. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above for the period December 1, 1999 through December 31, 1999. March 1, 2000 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 124