**Exhibit 99.2**

 

 

**March 30, 2006**

** **

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

DeutscheBank Trust Company Americas

60 Wall Street, 26 Floor

New York, New York 10005

 

 

### **Reportof Independent Accountants**

### ** **

# **SLM Student Loan Trust 2005-1**

# ** **

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 2.3(a)(1), 2.3(a)(2), 2.4, 2.6(a), 2.7(a),2.7(b), 2.7(c), 2.9(a), 2.9(b), 2.11, 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 ManhattanBank USA, National Association, Deutsche Bank Trust Company Americas and SallieMae, Inc., as Servicer (the “Agreement”) pursuant to the SLM Student Loan Trust2005-1, for the period January 27, 2005 through December 31, 2005. TheCompany’s****management is responsible for theassertion. Our responsibility is to express an opinion on the assertion basedon our examination.

 

Our examination wasconducted in accordance with attestation standards established by the AmericanInstitute of Certified Public Accountants and, accordingly, included examining,on a test basis, evidence supporting management’s assertion and performing suchother procedures

 

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as we considerednecessary in the circumstances. We believe that our examination provides areasonable basis for our opinion.

 

In our opinion,management’s assertion that the Company complied with the aforementionedrequirements during the period January 27, 2005through December 31, 2005 is fairly stated, in all material respects.

 

This report is intendedsolely for the information and use of management, the board of directors, ChaseManhattan Bank USA, National Association and Deutsche Bank Trust CompanyAmericas and is not intended to be and should not be used by anyone other thanthese specified parties.

 

Very truly yours,

 

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

 

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## ***Report of Management on Compliance by Administrator***

 

I acknowledge that as amember of management of Sallie Mae, Inc. (the “Company”), we are responsiblefor ensuring compliance with the terms and conditions of 2.3(a)(1), 2.3(a)(2),2.4, 2.6(a), 2.7(a), 2.7(b), 2.7(c), 2.9(a), 2.9(b), 2.11, 3.1(b), 3.1(c),3.1(d), 3.2(a), 3.2(c) and 3.2(d) of the Administration Agreement among theCompany, Chase Manhattan Bank USA, National Association, Deutsche Bank TrustCompany Americas and Sallie Mae, Inc., as Servicer, (the “Agreement”) pursuantto the SLM Student Loan Trust 2005-1. Weare also responsible for establishing and maintaining effective internalcontrol over compliance with the terms and conditions of the Agreement.

 

We have performed anevaluation of the Company’s compliance with the conditions of the Sections inthe 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 January 27, 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, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Deutsche Bank Trust Company Americas

60 Wall Street, 26 Floor

New York, New York 10005

 

**Reportof Independent Accountants**

 

### **SLM Student Loan Trust**2005-1

 

 

Wehave examined management’s assertion, included in the accompanying reporttitled *Report of Management on Compliance by Servicer*,that Sallie Mae, Inc., (the “Company”) complied, in all material respects, withthe terms and conditions of the following:

 

•                  Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C,3.5A, 3.6, and 3.10 of the Servicing Agreement.

 

•                  Pursuant to Section 3.15 of the ServicingAgreement; Sections 2.4, 2.5A, 2.6A, 2.6B, 3.1A, and 3.2B of the AdministrationAgreement.

 

TheServicing Agreement exists among the Company, Chase Manhattan Bank USA,National Association, Deutsche Bank Trust Company Americas, and Sallie Mae,Inc., as Administrator, (the “Agreement”) pursuant to the SLM Student LoanTrust 2005-1, for the period January 27, 2005 through December 31, 2005. TheCompany’s management is responsible for the assertion. Our responsibility is toexpress an opinion on the assertion based on our examination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants and, accordingly,included examining, on a

 

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testbasis, evidence supporting management’s assertion and performing such otherprocedures as we considered necessary in the circumstances. We believe that ourexamination provides a reasonable basis for our opinion. Our examination doesnot provide a legal determination on the Company’s compliance with specifiedrequirements.

 

Inour opinion, management’s assertion that the Company complied with theaforementioned requirements during the period January27, 2005 through December 31, 2005 is fairly stated, in all materialrespects.

 

This report is intended solely for theinformation and use of management, the board of directors, Chase Manhattan BankUSA, National Association and Deutsche Bank Trust Company Americas and is notintended to be and should not be used by anyone other than these specifiedparties.

 

Very truly yours,

 

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

 

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###### **Report of Management on Compliance by Servicer**

###### ** **

Iacknowledge that as a member of management of Sallie Mae, Inc., (the “Company”),we are responsible for ensuring compliance with the terms and conditions of following:

 

•                  Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C,3.5A, 3.6, and 3.10 of the Servicing Agreement.

 

•                  Pursuant to Section 3.15 of the ServicingAgreement; Sections 2.4, 2.5A, 2.6A, 2.6B, 3.1A, and 3.2B of the AdministrationAgreement.

 

The Servicing Agreement exists among theCompany, Chase Manhattan Bank USA, National Association, Deutsche Bank TrustCompany Americas, and the Sallie Mae Inc., as Administrator, (the “Agreement”)pursuant to the SLM Student Loan Trust 2005-1.We are also responsible for reviewing and ensuring implementation of, andongoing compliance with, effective internal control over compliance with theterms and conditions of the Agreement.

 

Onan ongoing basis we evaluate the Company’s compliance with the terms andconditions of the Sections in Agreement indicated above. Based on thismanagement oversight and evaluation, we assert that the Company complied, inall material respects, with the terms and conditions of the Sections in theAgreement indicated above for the period January27, 2005 through December 31, 2005.

 

March30, 2006

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

 

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