**Exhibit 99.2**

 

 

**March 30, 2006**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

JPMorgan ChaseBank, National Association

399 Park Avenue

New York, New York10022

 

**Report of Independent Accountants**

 

SLM Private CreditStudent Loan Trust 2005-A

 

We have examinedmanagement’s assertion included in the accompanying report titled *Report of Management on Compliance by Administrator*, thatSallie Mae, Inc. (the “Company”) complied, in all material respects, with theterms and conditions of Sections 2.03(a)(i), 2.03(a)(ii), 2.04, 2.06(a),2.06(b), 2.07(a), 2.07(b), 2.07(c), 2.08 (a)(i), 2.08(a)(ii), 2.09, 3.01(b),3.01(c), 3.01(d), 3.02(a), 3.02(c), and 3.02(d) of the Administration Agreementamong the Company, JPMorgan Chase Bank, National Association and Sallie Mae,Inc., as Servicer (the “Agreement”) pursuant to the SLM Private Credit StudentLoan Trust 2005-A, for the period April 1, 2005 through December 31, 2005.** **TheCompany’s****management is responsible for theassertion.  Our responsibility is to expressan opinion on the assertion based on our examination.

 

Our examinationwas conducted in accordance with attestation standards established by theAmerican Institute of Certified Public Accountants and, accordingly, includedexamining, on a test basis, evidence supporting management’s assertion andperforming such other procedures as we considered necessary in thecircumstances.  We believe that ourexamination provides a reasonable basis for our opinion.

 

In our opinion,management’s assertion that the Company complied with the aforementionedrequirements during the period April 1, 2005through December 31, 2005 is fairly stated, in all material respects.

 

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This report isintended solely for the information and use of management, the board ofdirectors, JPMorgan Chase Bank, National Association and is not intended to beand should not be used by anyone other than these specified parties.

 

Very truly yours,

 

 
| /s/ PRICEWATERHOUSECOOPERS |   |
|----------------------------|--------|

 

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**Report of Management onCompliance by Administrator**

 

I acknowledge thatas a member of management of Sallie Mae, Inc. (the “Company”), we areresponsible for ensuring compliance with the terms and conditions of Sections2.03(a)(i), 2.03(a)(ii), 2.04, 2.06(a), 2.06(b), 2.07(a), 2.07(b), 2.07(c),2.08 (a)(i), 2.08(a)(ii), 2.09, 3.01(b), 3.01(c), 3.01(d), 3.02(a), 3.02(c),and 3.02(d) of the Administration Agreement among the Company, JPMorgan ChaseBank, National Association and Sallie Mae, Inc., as Servicer, (the “Agreement”)pursuant to the SLM Private Credit Student Loan Trust 2005-A.  We are alsoresponsible for establishing and maintaining effective internal control overcompliance with the terms and conditions of the Agreement.

 

We have performed an evaluation of the Company’s compliance with theconditions of the Sections in the Agreement indicated above.  Based on the evaluation, we assert that theCompany complied, in all material respects, with the terms and conditions ofthe Sections in the Agreement indicated above for the period April 1, 2005 through December 31, 2005.

 

March 30, 2006

 

 
| /S/ J. LANCE FRANKE                     |   |
|-----------------------------------------|--------|
| J. Lance Franke                         |   |
| Senior Vice President, Sallie Mae, Inc. |

 

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March 30, 2006

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, NationalAssociation

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

JPMorgan Chase Bank, National Association

399 Park Avenue

New York, New York 10022

 

 

**Reportof Independent Accountants**

 

SLMPrivate Credit Student Loan Trust 2005-A

 

We have examined management’s assertion,included in the accompanying report titled *Report of Management onCompliance by Servicer*, that Sallie Mae, Inc., (the “Company”)complied, in all material respects, with the terms and conditions of thefollowing:

 

•                  Sections 2.02, 2.03, 3.01, 3.02(a), 3.02(b),3.05(a), 3.06, 3.10(a) of the Servicing Agreement.

•                  Pursuant to Section 3.15 of the ServicingAgreement; Sections 2.04, 2.05, 2.06(a), 3.01(a), 3.02(a), and 3.02(b) of theAdministration Agreement.

 

The Servicing Agreement exists among the Company,Chase Bank USA, National Association, JPMorgan Chase Bank, NationalAssociation, and Sallie Mae, Inc., as Administrator, (the “Agreement”) pursuantto the SLM Private Credit Student Loan Trust 2005-A,for the period April 28, 2005 throughDecember 31, 2005.  The Company’smanagement is responsible for the assertion. Our responsibility is to express an opinion on the assertion based onour examination.

 

Our examination was conducted in accordancewith attestation standards established by the

 

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American Institute of Certified PublicAccountants and, accordingly, included examining, on a test basis, evidencesupporting management’s assertion and performing such other procedures as weconsidered necessary in the circumstances. We believe that our examination provides a reasonable basis for ouropinion.  Our examination does notprovide a legal determination on the Company’s compliance with specifiedrequirements.

 

In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period April 28, 2005 through December 31, 2005 is fairly stated, in allmaterial respects.

 

This report isintended solely for the information and use of management, the board ofdirectors, Chase Chase Bank USA, National Association and JPMorgan Chase Bank,National Association and is not intended to be and should not be used by anyoneother than these specified parties.

 

Very truly yours,

 

 
| /s/ PRICEWATERHOUSECOOPERS |   |
|----------------------------|--------|

 

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**Report of Management onCompliance by Servicer**

 

I acknowledge that as a member of managementof Sallie Mae, Inc., (the “Company”), we are responsible for ensuringcompliance with the terms and conditions of the following:

 

•                  Sections 2.02, 2.03, 3.01, 3.02(a), 3.02(b),3.05(a), 3.06, 3.10(a) of the Servicing Agreement.

•                  Pursuant to Section 3.15 of the ServicingAgreement; Sections 2.04, 2.05, 2.06(a), 3.01(a), 3.02(a), and 3.02(b) of theAdministration Agreement.

 

The ServicingAgreement exists among the Company, Chase Bank USA, National Association,JPMorgan Chase Bank, National Association, and the Sallie Mae Inc., asAdministrator, (the “Agreement”) pursuant to the SLM Private Credit StudentLoan Trust 2005-A.  We are also responsible for reviewing andensuring implementation of, and ongoing compliance with, effective internalcontrol over compliance with the terms and conditions of the Agreement.

 

On an ongoing basis we evaluate the Company’scompliance with the terms and conditions of the Sections in Agreement indicatedabove.  Based on this managementoversight and evaluation, we assert that the Company complied, in all materialrespects, with the terms and conditions of the Sections in the Agreementindicated above for the period April 28, 2005through December 31, 2005.

 

March 30, 2006

 

 
| /S/ JOHN F. WALLERSTEDT |   |
|-------------------------|--------|
| John F. Wallerstedt     |   |
| Senior Vice President,  |
| Sallie Mae, Inc.        |

 

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