-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VqyTO/AWlMQw+nLe+i1bErsxZtfyVePI5xfE7rv/d8mziSGM3BBJXziRBDBrQMTP LkqcZH8//yj4jROgNbQp5w== 0001047469-99-012296.txt : 19990331 0001047469-99-012296.hdr.sgml : 19990331 ACCESSION NUMBER: 0001047469-99-012296 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLM FUNDING CORP CENTRAL INDEX KEY: 0000949114 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 232815650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-95474 FILM NUMBER: 99577809 BUSINESS ADDRESS: STREET 1: 777 TWIN CREEK DR CITY: KILLEEN STATE: TX ZIP: 76543 BUSINESS PHONE: 8175544500 MAIL ADDRESS: STREET 1: 777 TWIN CREEK DR CITY: KILLEEN STATE: TX ZIP: 76543 FORMER COMPANY: FORMER CONFORMED NAME: SALLIE MAE FUNDING CORP DATE OF NAME CHANGE: 19950808 10-K 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) /X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1998 or ----------------- /_/ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to -------- -------- SLM FUNDING CORPORATION ----------------------- formerly known as SALLIE MAE FUNDING CORPORATION (Exact name of registrant as specified in its charter) (Originator of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust 1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3, the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 1998-1 and the SLM Student Loan Trust 1998-2) DELAWARE 33-95474/333-2502/333-24949/333-44465 23-2815650 - ---------------------------- ------------------------------------- ------------------- (State or other Jurisdiction (Commission File Numbers) (I.R.S. employer of Incorporation) Identification No.)
777 TWIN CREEK DRIVE KILLEEN, TEXAS 76543 -------------------- (Address of principal executive offices) (817) 554-4500 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------------- -------------- No documents are incorporated by reference into this Form 10-K. State the aggregate market value of the voting stock held by non-affiliates of the Registrant: None. 1 This Annual Report on Form 10-K is filed in reliance upon (1) certain no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission stating that the Division will not object if periodic reports filed by the registrant pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set forth in such letters and the requests for such letters and (2) the Registrant's filing letter accompanying the Registrant's Current Report on Form 8-K filed with the Commission on or about November 6, 1995 in which the Registrant described the manner in which it intended to file such periodic reports. PART I. ITEM 2. PROPERTIES. The property of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust 1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3, the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 1998-1 and the SLM Student Loan Trust 1998-2 (collectively, the "Trusts") consists solely of pools of education loans to students and parents of students made under the Federal Family Education Loan Program, all funds collected in respect thereof and monies on deposit in certain trust accounts. For more information regarding the property of the Trusts, see the Annual Statements of Compliance (the "Annual Statements of Compliance") attached as Exhibit 19.1 hereto, required by Section 3.2 of (i) those certain Administration Agreements, dated as of October 26, 1995, March 6, 1996, April 26, 1996, July 9, 1996, October 3, 1996 and March 20, 1997, by and among the respective Trusts, the Student Loan Marketing Association (the "Administrator"), Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Trustee (the "Eligible Lender Trustee"), Sallie Mae Servicing Corporation (the "Servicer"), SLM Funding Corporation (the "Registrant") and Bankers Trust Company, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee") and (ii) that certain Master Administration Agreement, dated as of May 1, 1997, between the Registrant and the Administrator, as variously amended or supplemented (collectively, the "Administration Agreements"). ITEM 3. LEGAL PROCEEDINGS. The Registrant knows of no material pending legal proceedings involving the Registrant or its property. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Nothing to report. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. At December 31, 1998, the Registrant was a beneficial owner of the Trusts' Floating Rate Student Loan-Backed Certificates ("Certificates"), and there was one (1) registered holder of the Certificates, CEDE & Co., as nominee of The Depository Trust Company ("DTC"). There were thirty-six (36) 2 persons registered on the books of DTC as record owners of Certificates. There is no established trading market for the Certificates. ITEM 7. OTHER RELATED EVENTS AND INFORMATION. On February 1, 1999, President Clinton submitted his Fiscal Year 2000 budget proposal to Congress. The budget proposes achieving significant cost savings from the student loan programs, principally from the Federal Family Education Loan Program ("FFELP"). Among these proposals for student loan programs are: - Reinstatement of a lower rate for new Federal Direct Consolidation Loans. This variable rate (the 91-day Treasury bill rate plus 2.3% during repayment and 1.7% during in-school and grace periods) would apply for borrowers whose applications are received before September 30, 2000. The budget proposals would also lower the annual fee paid bylenders on FFELP consolidation loans made during the same period from 1.05% to .62% of the principal plus accrued unpaid interest; - Creation of a 90-day period during which interest on a highly delinquent FFELP loan does not accrue. The Higher Education Amendments of 1998 (the "Reauthorization Legislation") extended the period before lenders can submit default claims from 180 days to 270 days; the budget proposes to eliminate interest accrual during this extended period; - Reduction by 30 basis points of special allowance payments on FFELP loans funded with tax exempt securities; and - Implementation of additional Guarantor reforms, including the acceleration of recall of Guarantor reserves mandated by the Reauthorization Legislation, recall of an additional $1.5 billion in reserves, the reduction of the Guarantor retention rate on payments on defaulted loans to 18.5%, the reduction in the share of the remaining amount that Guarantors may retain, and an expansion of the use of voluntary flexible agreements authorized by the Reauthorization Legislation. All these proposals may be considered by Congress as it deliberates on the Fiscal Year 2000 budget. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Nothing to report. PART III. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. At December 31, 1998, the Certificates held by the Registrant were registered in the name of CEDE and Co., as nominee of DTC. The books of DTC indicate that thirty-six (36) participant institutions are record owners of more than 5% of the Certificates. 3 SALLIE MAE STUDENT LOAN TRUST 1995-1 CUSIP 795452AC5 $35,000,000
Name and Amount and Address of Nature of Percent of Title of Class Beneficial Beneficial Class Owner Ownership - ------------------------------ ------------------------------- ------------------------ ---------------------------- Floating Rate Student Chase Manhattan Bank Loan-Backed Certificates 4 New York Plaza 13th Floor $ 14,650,000.00 41.86% New York, NY 10004 SSB-Custodian Global Corp. Action Dept JAB5W P. O. Box 1631 $ $18,500,000.00 52.86% Boston, MA 02105-1631
SALLIE MAE STUDENT LOAN TRUST 1996-1 CUSIP 795452AF8 $52,500,000
Name and Amount and Address of Nature of Percent of Title of Class Beneficial Beneficial Class Owner Ownership - ------------------------------ ------------------------------- ------------------------ ---------------------------- Floating Rate Student Chase Manhattan Bank Loan-Backed Certificates 4 New York Plaza 13th Floor $ 50,000,000.00 95.24% New York, NY 10004
SLM STUDENT LOAN TRUST 1996-2 CUSIP 78442GAC0 $53,030,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ ------------------------------- ------------------------ ---------------------------- Floating Rate Student Boston Safe Deposit & Trust Loan-Backed Certificates Co. c/o Mellon Bank N.A. Three Mellon Bank Center Rm 153-3015 $ 22,800,000.00 42.99% Pittsburgh, PA 15259 Chase Manhattan Bank 4 New York Plaza 13th Floor $ 25,499,000.00 48.08% New York, NY 10004
4 SSB-Custodian Global Corp. Action Dept JAB5W P. O. Box 1631 $ 3,200,000.00 6.03% Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1996-3 CUSIP 78442GAF3 $52,750,000
Name and Amount and Address of Nature of Percent of Title of Class Beneficial Beneficial Class Owner Ownership - ------------------------------ ------------------------------- ------------------------ ---------------------------- Floating Rate Student Boston Safe Deposit & Trust Loan-Backed Certificates Co. c/o Mellon Bank N.A. Three Mellon Bank Center Rm 153-3015 $ 13,500,000.00 25.59% Pittsburgh, PA 15259 Bankers Trust Company c/o BT Services Tennessee Inc. $ 3,000,000.00 5.69% 648 Grassmere Park Drive Nashville, TN 37211 Chase Manhattan Bank 4 New York Plaza 13th Floor $ 19,000,000.00 36.02% New York, NY 10004 Huntington National Bank Proxy Department 41 South High Street $ 5,500,000.00 10.43% Columbus, OH 43287 Credit Suisse First Boston Corporation c/o ADP Proxy Services $ 5,000,000.00 9.48% 51 Mercedes Way Edgewood, NY 11717 SSB-Custodian Global Corp. Action Dept JAB5W $ 3,222,500.00 6.11% P. O. Box 1631 Boston, MA 02105-1631
5 SLM STUDENT LOAN TRUST 1996-4 CUSIP 78442GAJ5 $52,700,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ ------------------------------- ------------------------ ---------------------------- Floating Rate Student Boston Safe Deposit & Trust Loan-Backed Certificates Co. c/o Mellon Bank N.A. Three Mellon Bank Center Rm 153-3015 $ 13,700,000.00 26.00% Pittsburgh, PA 15259 The Bank of New York 925 Patterson Plank Rd. $ 14,300,000.00 27.13% Secaucus, NJ 07094 Bankers Trust Company c/o BT Services Tennessee Inc. $ 3,000,000.00 5.69% 648 Grassmere Park Drive Nashville, TN 37211 Chase Manhattan Bank 4 New York Plaza 13th Floor $ 10,000,000.00 18.98% New York, NY 10004 The Northern Trust Company 801 S. Canal C-In Chicago, IL 60607 $ 5,573,000.00 10.57% J. P. Morgan Securities, Inc. - Asset Backed 500 Stanton Christina Road $ 4,000,000.00 7.59% Newark, DE 19173
6 SLM STUDENT LOAN TRUST 1997-1 CUSIP 78442GAM8 $71,800,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ -------------------------------- ----------------------- ---------------------------- Floating Rate Student The Bank of New York Loan-Backed Certificates 925 Patterson Plank Rd. $ 13,000,000.00 18.11% Secaucus, NJ 07094 Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. Three Mellon Bank Center $ 34,800,000.00 48.47% Rm 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank 4 New York Plaza $ 12,000,000.00 16.71% 13th Floor New York, NY 10004 Huntington National Bank Proxy Department $ 12,000,000.00 16.71% 41 South High Street Columbus, OH 43287
SLM STUDENT LOAN TRUST 1997-2 CUSIP 78442GAQ9 $87,450,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ -------------------------------- ----------------------- ---------------------------- Floating Rate Student The Bank of New York Loan-Backed Certificates 925 Patterson Plank Rd. $ 30,000,000.00 34.31% Secaucus, NJ 07094 Bankers Trust Company c/o BT Services Tennessee Inc. $ 30,000,000.00 34.31% 648 Grassmere Park Drive Nashville, TN 37211
7 Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. Three Mellon Bank Center Rm 153-3015 $ 9,450,000.00 10.81% Pittsburgh, PA 15259 Chase Manhattan Bank 4 New York Plaza $ 13,000,000.00 14.87% 13th Floor New York, NY 10004 SSB-Custodian Global Corp. Action Dept JAB5W $ 5,000,000.00 5.72% P. O. Box 1631 Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1997-3 CUSIP 78442GAT3 $90,150,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ -------------------------------- ----------------------- ---------------------------- Floating Rate Student The Bank of New York Loan-Backed Certificates 925 Patterson Plank Rd. $ 60,800,000.00 67.44% Secaucus, NJ 07094 Bankers Trust Company c/o BT Services $ 12,200,000.00 13.53% Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Boston Safe Deposit & Trust Co. c/o Mellon Bank N.A. $ 12,150,000.00 13.48% Three Mellon Bank Center Rm 153-3015 Pittsburgh, PA 15259 SSB-Custodian Global Corp. Action $ 5,000,000.00 5.55% Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631
8 SLM STUDENT LOAN TRUST 1997-4 CUSIP 78442GAW6 $89,900,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ -------------------------------- ----------------------- ---------------------------- Floating Rate Student The Bank of New York Loan-Backed Certificates 925 Patterson Plank Rd. $ 89,900,000.00 100.00% Secaucus, NJ 07094
SLM STUDENT LOAN TRUST 1998-1 CUSIP 78442GAZ9 $ 106,550,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ -------------------------------- ----------------------- ---------------------------- Floating Rate Student The Bank of New York Loan-Backed Certificates 925 Patterson Plank Rd. $ 81,550,000.00 76.54% Secaucus, NJ 07094 The Northern Trust Company 801 S. Canal C-In $ 8,600,000.00 8.07% Chicago, IL 60607 SSB-Custodian Global Corp. Action $ 13,000,000.00 12.20% Dept JAB5W P. O. Box 1631 Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1998-2 CUSIP 78442GBC9 $ 105,750,000
Title of Class Name and Amount and Percent of Address of Nature of Class Beneficial Beneficial Owner Ownership - ------------------------------ -------------------------------- ----------------------- ---------------------------- Floating Rate Student The Bank of New York Loan-Backed Certificates 925 Patterson Plank Rd. $ 100,750,000.00 95.27% Secaucus, NJ 07094
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Nothing to Report. 9 PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) EXHIBITS. The following documents are filed as part of this Annual Report on Form 10-K:
Designation Description ----------- ----------- Exhibit 19.1 Annual Statements of Compliance Exhibit 19.2 Annual Independent Certified Public Accountant's Report
(b) REPORTS ON FORM 8-K. Current Reports on Form 8-K were filed during the last quarter of the period covered by this report with the Commission on or about January 25, 1999 in connection with a quarterly Distribution Date. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 25, 1999 SLM FUNDING CORPORATION By: /s/ Mark G. Overend ---------------------------- Name: Mark G. Overend Title: President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Mark G. Overend - ------------------------ President and Director March 25, 1999 Mark G. Overend (Principal Executive Officer) /s/ J. Lance Franke - ------------------------ Chief Financial March 18, 1999 J. Lance Franke Officer and Director (Principal Financial Officer) /s/ William M.E. Rachal - ------------------------ Treasurer and Controller March 18, 1999 William M.E. Rachal (Principal Accounting Officer) /s/ Elizabeth S. Eldrige - ------------------------ Director March 18, 1999 Elizabeth S. Eldridge /s/ Douglas Johnson - ------------------------ Director March 18, 1999 Douglas Johnson
11 INDEX TO EXHIBITS -----------------
Sequentially Exhibit Numbered Number Exhibit Page - ------ ------- ------------ 19.1 Annual Statements of Compliance 13 19.2 Annual Independent Certified Public 35 Accountant's Report
12 EX-19.1 2 EXHIBIT 19.1 EXHIBIT 19.1 SALLIE MAE STUDENT LOAN TRUST 1995-1 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1997 through December 31, 1997 under this Agreement and under the Servicing Agreement dated October 26, 1995 (as amended and restated as of April 26, 1996) has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 13 SALLIE MAE STUDENT LOAN TRUST 1996-1 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of March 6, 1996 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 14 SLM STUDENT LOAN TRUST 1996-2 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of April 26, 1996 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 15 SLM STUDENT LOAN TRUST 1996-3 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of July 9, 1996 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 16 SLM STUDENT LOAN TRUST 1996-4 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of October 3, 1996 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 17 SLM STUDENT LOAN TRUST 1997-1 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of March 20, 1997 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 18 SLM STUDENT LOAN TRUST 1997-2 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 To: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of June 18, 1997 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 19 SLM STUDENT LOAN TRUST 1997-3 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 To: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of September 11, 1997 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 20 SLM STUDENT LOAN TRUST 1997-4 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from January 1, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of November 12, 1997 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 21 SLM STUDENT LOAN TRUST 1998-1 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: Indenture Trustee Eligible Lender Trustee ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from March 19, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of March 19, 1998 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 22 SLM STUDENT LOAN TRUST 1998-2 OFFICER'S CERTIFICATE OF THE SERVICER ANNUAL STATEMENT OF COMPLIANCE AS OF DECEMBER 31, 1998 TO: INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street, 10th Floor 1201 Market Street New York, New York 10006 Wilmington, Delaware 19801 Attn: Corporate Trust & Agency Group Attn: John J. Cashin COPY: The Chase Manhattan Bank, N.A. 450 West 33rd Street New York, New York 10001 Attn: Corporate Trust Dept. Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we hereby certify that (i) a review of the activities and performance of the Servicer from June 18, 1998 through December 31, 1998 under this Agreement and under the Servicing Agreement dated as of June 18, 1998 has been made under our supervision, and (ii) to the best of our knowledge, the Servicer has fulfilled its obligations in all material respects under this Agreement and under the Servicing Agreement throughout such period. - -------------------------------------------------------------------------------- SALLIE MAE SERVICING CORPORATION, as Servicer 11600 Sallie Mae Drive Reston, Virginia 20193 /s/ THOMAS P. BRISSON - --------------------- Thomas P. Brisson, Vice President, Servicing /s/ JOHN F. WALLERSTEDT - ----------------------- John F. Wallerstedt, Vice President and Treasurer 23 SALLIE MAE STUDENT LOAN TRUST 1995-1 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 24 SALLIE MAE STUDENT LOAN TRUST 1996-1 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- ------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 25 SLM STUDENT LOAN TRUST 1996-2 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 26 SLM STUDENT LOAN TRUST 1996-3 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 27 SLM STUDENT LOAN TRUST 1996-4 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 28 SLM STUDENT LOAN TRUST 1997-1 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 29 SLM STUDENT LOAN TRUST 1997-2 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 30 SLM STUDENT LOAN TRUST 1997-3 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 31 SLM STUDENT LOAN TRUST 1997-4 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from January 1, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 32 SLM STUDENT LOAN TRUST 1998-1 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from March 19, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 33 SLM STUDENT LOAN TRUST 1998-2 OFFICER'S CERTIFICATE INDENTURE TRUSTEE ELIGIBLE LENDER TRUSTEE - ----------------- ----------------------- Bankers Trust Company Chase Manhattan Bank Delaware Four Albany Street 1201 Market Street New York, NY 10006 Wilmington, Delaware 19801 Attn: Raymond Delli Colli, Attn: John Cashin, Corporate Trust and Agency Group Corporate Trust Division (212) 250-6549 (302) 428-3375 ADMINISTRATOR SERVICER - ------------- -------- Student Loan Marketing Association Sallie Mae Servicing Corporation 11600 Sallie Mae Drive 11600 Sallie Mae Drive Reston, Virginia 20190-4798 Reston, Virginia 20193 Attn: Assistant Vice President, ATTN: Director ABS Administration Corporate Finance Operations (703) 810-7711 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to Section 3.2 of the Administration Agreement (the "Agreement"), we, the undersigned, hereby certify that (i) a review of the activities and performance of the Administrator from June 18, 1998 through December 31, 1998 has been made under our supervision and (ii) to the best of our knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under the Agreement throughout such period. December 31, 1998 STUDENT LOAN MARKETING ASSOCIATION, AS ADMINISTRATOR /S/ MARK G. OVEREND /S/ J. LANCE FRANKE - -------------------- -------------------- Mark G. Overend, Chief Financial Officer J. Lance Franke, Authorized Agent Student Loan Marketing Association Student Loan Marketing Association 34 EX-19.2 3 EXHIBIT 19.2 EXHIBIT 19.2 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1995-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 35 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 36 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 37 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1996-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 38 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 39 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 40 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 41 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 42 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 43 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-3 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 44 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 45 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 46 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-4 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 47 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 48 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 49 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1997-1, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 50 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 51 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1997-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 52 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 53 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 54 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 55 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-3 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 56 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 57 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 58 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-4 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 59 above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 60 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the year then ended. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 61 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-1 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1, as of December 31, 1998, and for the period March 19, 1998 through December 31, 1998, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 62 above as of December 31, 1998, and for the period March 19, 1998 through December 31, 1998, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 63 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreements. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the period March 19, 1998 through December 31, 1998. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 64 March 1, 1999 Sallie Mae Servicing Corporation 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-2 We have examined management's assertion that Sallie Mae Servicing Corporation (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-2, as of December 31, 1998, and for the period June 18, 1998 through December 31, 1998, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the period June 18, 1998 through December 31, 1998, is fairly stated, in all material respects. 65 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 66 REPORT OF MANAGEMENT ON COMPLIANCE BY SERVICER We acknowledge that as members of management of Sallie Mae Servicing Corporation (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.2, 2.3, 3.1, 3.2, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, and the Student Loan Marketing Association, as Administrator, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-2. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreement. On an ongoing basis we evaluate the Company's compliance with the terms and conditions of the Sections in the Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998, and for the period June 18, 1998 through December 31, 1998. March 1, 1999 /s/ John F. Wallerstedt John F. Wallerstedt Vice President and Treasurer Sallie Mae Servicing Corporation /s/ Robert R. Levine - -------------------- Robert R. Levine President and Chief Operating Officer Sallie Mae Servicing Corporation 67 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1995-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. 68 This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 69 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1995-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 70 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SALLIE MAE STUDENT LOAN TRUST 1996-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 71 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 72 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1996-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 73 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 74 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 75 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 76 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-3 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 77 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 78 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-3. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 79 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1996-4 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 80 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 81 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1996-4. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 82 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-1, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 83 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 84 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 85 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 86 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 87 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of the management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended.. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 88 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-3 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 89 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 90 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-3. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 91 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1997-4 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4, as of December 31, 1998, and for the year then ended, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. 92 In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above as of December 31, 1998, and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 93 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1997-4. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the year then ended. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 94 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank Delaware 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-1 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1, as of December 31, 1998, and for the period March 19, 1998 through December 31, 1998, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 95 above as of December 31, 1998, and for the period March 19, 1998 through December 31, 1998, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 96 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-1. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the period March 19, 1998 through December 31, 1998. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 97 March 1, 1999 Student Loan Marketing Association 11600 Sallie Mae Drive Reston, Virginia 20193 and Chase Manhattan Bank USA, National Association 1201 Market Street Wilmington, Delaware 19801 and Bankers Trust Company Four Albany Street New York, New York 10006 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS SLM STUDENT LOAN TRUST 1998-2 We have examined management's assertion that the Student Loan Marketing Association (the "Company") complied, in all material respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the Sallie Mae Student Loan Trust 1998-2, as of December 31, 1998, and for the period June 18, 1998 through December 31, 1998, included in the accompanying report titled REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified requirements. In our opinion, management's assertion that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated 98 above as of December 31, 1998, and for the period June 18, 1998 through December 31, 1998, is fairly stated, in all material respects. This report is intended solely for your information and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement. Very truly yours, /s/ Arthur Andersen LLP 99 REPORT OF MANAGEMENT ON COMPLIANCE BY ADMINISTRATOR I acknowledge that as a member of management of the Student Loan Marketing Association (the "Company"), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the Administration Agreement among the Company, Chase Manhattan Bank Delaware, Bankers Trust Company, Sallie Mae Servicing Corporation, and the SLM Funding Corporation, (the "Agreement") pursuant to the SLM Student Loan Trust 1998-2. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement. We have performed an evaluation of the Company's compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects with the terms and conditions of the Sections of the Agreement indicated above as of December 31, 1998 and for the period June 18, 1998 through December 31, 1998. March 1, 1999 /s/ J. Lance Franke J. Lance Franke Authorized Agent Student Loan Marketing Association 100 -----END PRIVACY-ENHANCED MESSAGE-----