EX-34.2 7 w2847007exv34w2.htm EX-34.2 exv34w2
 

Exhibit 34.2
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Sallie Mae, Inc.:
We have examined Sallie Mae, Inc.’s assertion, included in the accompanying Assertion on Compliance with Regulation AB Criteria, that Sallie Mae, Inc. (the Corporation) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the SLM Reg AB Student Loan Platform (the Platform), as of and for the year ended December 31, 2006, excluding (i) criteria 1122 (d)(1)(iii), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(3)(iii), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122 (d)(4)(xii) and 1122 (d)(4)(xiii) which the Corporation has concluded are not applicable to the Platform and (ii) criteria 1122 (d)(2)(ii) which the Corporation has concluded is applicable to the Platform but is not the responsibility of the Corporation. Appendix A to the Corporation’s assertion identifies the individual asset-backed transactions and securities defined by the Corporation as constituting the platform. The Corporation is responsible for compliance with the servicing criteria. Our responsibility is to express an opinion on the Corporation’s assertion based on our examination.
Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Corporation’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Corporation processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Corporation during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Corporation during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Corporation’s compliance with the servicing criteria.
In our opinion, the Corporation’s assertion that the Corporation complied with the aforementioned non-excluded servicing criteria as of and for the year ended December 31, 2006 for the SLM Reg AB Student Loan Platform is fairly stated, in all material respects.
/s/ PRICEWATERHOUSECOOPERS LLP
March 23, 2007