EX-19.2 3 a2041087zex-19_2.txt EX-19.2 Exhibit 19.2 March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1996-2, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1996-3, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1996-4, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1997-2, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as Chase Manhattan Bank of 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1997-3, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1997-4, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1998-1, for the year ended Dceember 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1998-2, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1999-1, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1999-2, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1999-3, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 2000-1 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 2000-1, for the period February 15, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the period February 15, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 2000-1. 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 in the Agreement indicated above for the period February 15, 2000 through December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 2000-2 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 2000-2, for the period March 28, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the period March 28, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 2000-2. 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 in the Agreement indicated above for the period March 28, 2000 through December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 2000-3 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 2000-3, for the period April 26, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the period April 26, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 2000-3. 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 in the Agreement indicated above for the period April 26, 2000 through December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer March 1, 2001 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association formerly known as 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 2000-4 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER that Sallie Mae Servicing Corporation (the Company) complied with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 2000-4, for the period September 26, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, Sallie Mae Servicing Corporation complied, in all material respects, with the aforementioned requirements for the period September 26, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP 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, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA, National Association, 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 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 in the Agreement indicated above for the period September 26, 2000 through December 31, 2000. March 1, 2001 /s/ ROBERT R. LEVINE ----------------------------- Robert R. Levine Executive Vice President /s/ BARBARA DEEMER ----------------------------- Barbara Deemer Vice President and Treasurer [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 1997-3 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the Sallie Mae Student Loan Trust 1997-3, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, 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, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 1998-2 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 1998-2, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 1999-1, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 1999-2, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 1999-3, for the year ended December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, 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 in the Agreement indicated above for the year ended December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 2000-1 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 2000-1, for the period February 15, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the period February 15, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 2000-1. 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 in the Agreement indicated above for the period February 15, 2000 through December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 2000-2 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 2000-2, for the period March 28, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the period March 28, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 2000-2. 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 in the Agreement indicated above for the period March 28, 2000 through December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 2000-3 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 2000-3, for the period April 26, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the period April 26, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 2000-3. 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 in the Agreement indicated above for the period April 26, 2000 through December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association [LOGO] ARTHUR ANDERSEN March 1, 2001 Student Loan Marketing Association ARTHUR ANDERSEN LLP 11600 Sallie Mae Drive 8000 Towers Crescent Drive Reston, Virginia 20193 Vienna VA 22182-2725 and Tel 703 962 2100 Chase Manhattan Bank USA, National Association formerly known as 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 2000-4 We have examined management's assertion included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR that the Student Loan Marketing Association (the Company) complied 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the Agreement) pursuant to the SLM Student Loan Trust 2000-4, for the period September 26, 2000 through December 31, 2000. Management is responsible for compliance with those requirements. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation 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 specified requirements. In our opinion, the Student Loan Marketing Association complied, in all material respects, with the aforementioned requirements for the period September 26, 2000 through December 31, 2000. This report is intended solely for your information and use of management, the board of directors, Chase Manhattan Bank USA, National Association and Bankers Trust Company and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, /s/ Arthur Andersen LLP STUDENT LOAN MARKETING ASSOCIATION 11600 Sallie Mae Drive Reston, Virginia 20193 703-810-7687, Fax 703-810-7651 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 USA, National Association, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 2000-4. 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 in the Agreement indicated above for the period September 26, 2000 through December 31, 2000. March 1, 2001 /s/ J. Lance Franke --------------------------------------- J. Lance Franke Authorized Agent Student Loan Marketing Association