<PAGE>
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)
<TABLE>
<S> <C> <C>
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.)
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 795452AC5 $35,000,000
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent of
Title of Class Beneficial Beneficial Class
Owner Ownership
- ------------------------------ ------------------------------- ------------------------ ----------------------------
<S> <C> <C> <C>
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
</TABLE>
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 795452AF8 $52,500,000
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent of
Title of Class Beneficial Beneficial Class
Owner Ownership
- ------------------------------ ------------------------------- ------------------------ ----------------------------
<S> <C> <C> <C>
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
</TABLE>
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ ------------------------------- ------------------------ ----------------------------
<S> <C> <C> <C>
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
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C>
SSB-Custodian
Global Corp. Action
Dept JAB5W
P. O. Box 1631 $ 3,200,000.00 6.03%
Boston, MA 02105-1631
</TABLE>
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent of
Title of Class Beneficial Beneficial Class
Owner Ownership
- ------------------------------ ------------------------------- ------------------------ ----------------------------
<S> <C> <C> <C>
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
</TABLE>
5
<PAGE>
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ ------------------------------- ------------------------ ----------------------------
<S> <C> <C> <C>
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
</TABLE>
6
<PAGE>
SLM STUDENT LOAN TRUST 1997-1
CUSIP 78442GAM8 $71,800,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ -------------------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
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
</TABLE>
SLM STUDENT LOAN TRUST 1997-2
CUSIP 78442GAQ9 $87,450,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ -------------------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
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
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C>
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
</TABLE>
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ -------------------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
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
</TABLE>
8
<PAGE>
SLM STUDENT LOAN TRUST 1997-4
CUSIP 78442GAW6 $89,900,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ -------------------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York
Loan-Backed Certificates 925 Patterson Plank Rd. $ 89,900,000.00 100.00%
Secaucus, NJ 07094
</TABLE>
SLM STUDENT LOAN TRUST 1998-1
CUSIP 78442GAZ9 $ 106,550,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ -------------------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
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
</TABLE>
SLM STUDENT LOAN TRUST 1998-2
CUSIP 78442GBC9 $ 105,750,000
<TABLE>
<CAPTION>
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ------------------------------ -------------------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
Floating Rate Student The Bank of New York
Loan-Backed Certificates 925 Patterson Plank Rd. $ 100,750,000.00 95.27%
Secaucus, NJ 07094
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
9
<PAGE>
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:
<TABLE>
<CAPTION>
Designation Description
----------- -----------
<S> <C>
Exhibit 19.1 Annual Statements of Compliance
Exhibit 19.2 Annual Independent Certified Public
Accountant's Report
</TABLE>
(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
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/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
</TABLE>
11
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
<S> <C> <C>
19.1 Annual Statements of Compliance 13
19.2 Annual Independent Certified Public 35
Accountant's Report
</TABLE>
12
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
