8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K  

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date earliest event reported): May 9, 2008  

SLM Funding LLC

(Exact name of registrant as specified in its charter)

SLM Student Loan Trust 2005-7

(Exact name of issuer as specified in its charter)  

DELAWARE	333-103545 333-103545-05	61-1466416
(State or other jurisdiction of formation)	(Commission File Numbers)	(I.R.S. employer Identification No.)

12061 Bluemont Way

V3419

Reston, VA 20190

(Address of registrant’s principal executive offices)

Registrant’s telephone number including are code: (703) 984-6419

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below);

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Index appears on page 5

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

In connection with the remarketing of the SLM Student Loan Trust 2005-7 Reset Rate Class A-3 Notes (the “Notes”) on April 25, 2008, the following documents were executed and delivered by the respective parties thereto: (i) the remarketing agreement, dated as of April 2, 2008 (the “Remarketing Agreement”), among SLM Student Loan Trust 2005-7 (the “Issuer”), Sallie Mae, Inc., as administrator (in such capacity, the “Administrator”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a remarketing agent (“Merrill Lynch”) related to the addition of Merrill Lynch as a remarketing agent to the original remarketing agreement, dated as of August 11, 2005 (the “Original Remarketing Agreement”), among the Issuer, the Administrator, Banc of America Securities LLC (“Banc of America”) and Deutsc he Bank Securities Inc. (“Deutsche Bank” and, together with Banc of America and Merrill Lynch, the “Remarketing Agents”), (ii) the remarketing agency agreement, dated as of April 15, 2008 (the “Remarketing Agency Agreement”), among the Issuer, the Administrator and the Remarketing Agents and (iii) the supplemental remarketing agency agreement, dated as of April 22, 2008 (the “Supplemental Remarketing Agency Agreement”), among the Issuer, the Administrator and the Remarketing Agents.  The Original Remarketing Agreement was filed on August 17, 2005 and is incorporated herein by reference to Form 8-K, File No. 333-103545-05.

In addition, in connection with the remarketing of the Notes, the Omnibus Amendment No. 2, dated as of April 25, 2008 (the “Amendment”), among the Issuer, The Bank of New York Trust Company, N.A., as successor eligible lender trustee to Chase Bank USA, National Association (in such capacity, the “Eligible Lender Trustee”), Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”), Sallie Mae, Inc., as servicer (in such capacity, the “Servicer”), the Administrator and SLM Funding LLC, as depositor (the “Depositor”) was executed and delivered by the respective parties thereto.  The Amendment amended (i) the indenture, dated as of August 1, 2005 (the “Indenture”), among the Issuer, the Eligible Lender Trustee and the Indenture Trustee and (ii) the administration agreement, dated a s of August 11, 2005 (the “Administration Agreement” and, together with the Indenture, the “Amended Agreements”), among the Depositor, the Servicer, the Administrator, the Issuer, the Eligible Lender Trustee and the Indenture Trustee.  The Amended Agreements were originally filed on August 17, 2005 and are incorporated herein by reference to Form 8-K, File No. 333-103545-05.

The Amendment amended the Amended Agreements in order to establish a trust account to provide for interest payments to the class A-3 noteholders at the annualized stated reset rate of interest over the amount that would be payable by the Issuer if such class of notes bore an annualized interest rate equal to three-month LIBOR plus 0.75%.

In connection with the remarketing of the Notes, certain opinions of Shearman & Sterling LLP and McKee Nelson LLP relating to various tax matters and to the legality of the Notes are also attached.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

4.1

Omnibus Amendment No. 2, dated as of April 25, 2008, among the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Servicer, the Administrator and the Depositor and relating to the amendment of the Indenture and the Administration Agreement.

4.2

Indenture, dated as of August 1, 2005, among the Issuer, the Eligible Lender Trustee and the Indenture Trustee.*

4.3

Administration Agreement, dated as of August 11, 2005, among the Depositor, the Servicer, the Administrator, the Issuer, the Eligible Lender Trustee and the Indenture Trustee.*

5.1

Opinion of McKee Nelson LLP, dated April 25, 2008, with respect to legality.

8.1

Opinion of Shearman & Sterling LLP, dated April 25, 2008, with respect to tax matters.

99.1

Remarketing Agreement, dated as of April 2, 2008, among the Issuer, the Administrator and Merrill Lynch.

99.2

Original Remarketing Agreement, dated as of August 11, 2005, among the Issuer, the Administrator, Banc of America and Deutsche Bank.*

99.3

Remarketing Agency Agreement, dated as of April 15, 2008, among the Issuer, the Administrator and the Remarketing Agents.

99.4

Supplemental Remarketing Agency Agreement, dated as of April 22, 2008, among the Issuer, the Administrator and the Remarketing Agents.

* Incorporated by reference to Form 8-K filed on August 17, 2005, File No. 333-103545-05.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 9, 2008	SLM STUDENT LOAN TRUST 2005-7
	By: SLM FUNDING LLC
	By:	/s/ C.E. ANDREWS__________________
	Name:	C.E. Andrews
	Title:	President and Chief Financial Officer

INDEX TO EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

4.1

Omnibus Amendment No. 2, dated as of April 25, 2008, among the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Servicer, the Administrator and the Depositor and relating to the amendment of the Indenture and the Administration Agreement.

4.2

Indenture, dated as of August 1, 2005, among the Issuer, the Eligible Lender Trustee and the Indenture Trustee.*

4.3

Administration Agreement, dated as of August 11, 2005, among the Depositor, the Servicer, the Administrator, the Issuer, the Eligible Lender Trustee and the Indenture Trustee.*

5.1

Opinion of McKee Nelson LLP, dated April 25, 2008, with respect to legality.

8.1

Opinion of Shearman & Sterling LLP, dated April 25, 2008, with respect to tax matters.

99.1

Remarketing Agreement, dated as of April 2, 2008, among the Issuer, the Administrator and Merrill Lynch.

99.2

Original Remarketing Agreement, dated as of August 11, 2005, among the Issuer, the Administrator, Banc of America and Deutsche Bank.*

99.3

Remarketing Agency Agreement, dated as of April 15, 2008, among the Issuer, the Administrator and the Remarketing Agents.

99.4

Supplemental Remarketing Agency Agreement, dated as of April 22, 2008, among the Issuer, the Administrator and the Remarketing Agents.

* Incorporated by reference to Form 8-K filed on August 17, 2005, File No. 333-103545-05.

EX-4.1

_________________________________________________________________________

STUDENT LOAN-BACKED NOTES, SERIES 2005-7

OMNIBUS AMENDMENT NO. 2

dated as of April 25, 2008,

to

ADMINISTRATION AGREEMENT,

dated as of August 11, 2005,

among

SLM Funding LLC,

as Depositor,

Sallie Mae, Inc.,

as Servicer and Administrator,

SLM STUDENT LOAN TRUST 2005-7,

as Issuer,

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Eligible Lender Trustee,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

and

INDENTURE,

dated as of August 1, 2005,

among

SLM STUDENT LOAN TRUST 2005-7,

as Issuer,

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Eligible Lender Trustee,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

_________________________________________________________________________

THIS OMNIBUS AMENDMENT NO. 2, dated as of April 25, 2008 (this “Amendment”), is to:

(1)

the ADMINISTRATION AGREEMENT, dated as of August 11, 2005 (as amended or otherwise modified from time to time, the “Administration Agreement”), among SLM FUNDING LLC, as Depositor (the “Depositor”), SALLIE MAE, INC., as Servicer and Administrator (in such capacities, the “Servicer” and the “Administrator”), SLM STUDENT LOAN TRUST 2005-7, as Issuer (the “Issuer”), THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor Eligible Lender Trustee to Chase Bank USA, National Association (in such capacity, the “Eligible Lender Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee (in such capacity, the “Indenture Trustee”); and

(2)

the INDENTURE, dated as of August 1, 2005 (as supplemented or otherwise modified from time to time, the “Indenture,” and together with the Administration Agreement, the “Agreements”), among the Issuer, the Eligible Lender Trustee and the Indenture Trustee.

W I T N E S S E T H

WHEREAS, the parties to this Amendment desire to amend the Agreements with respect to the establishment of a Trust Account to provide for interest payments to the Class A-3 Noteholders at the annualized stated reset rate of interest over the amount that would be payable by the Issuer if such class of Notes bore an annualized interest rate equal to Three-Month LIBOR plus 0.75%;

WHEREAS, Section 8.5 of the Administration Agreement permits amendments to the Administration Agreement without the consent of any of the Noteholders for the purpose of adding any provisions to or changing in any manner any of the provisions in the Administration Agreement so long as such action, as evidenced by an Opinion of Counsel, does not adversely affect in any material respect the interests of any Noteholder, the Excess Distribution Certificateholder or any Swap Counterparty;

WHEREAS, Section 9.1(b) of the Indenture permits supplemental indentures to the Indenture without the consent of any of the Noteholders for the purpose of adding any provisions to or changing in any manner any of the provisions in the Indenture so long as such action, as evidenced by an Opinion of Counsel, does not adversely affect in any material respects the interests of any Noteholder or any Swap Counterparty; and

WHEREAS, the Opinion of Counsel referred to above has been delivered.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 2.  

Defined Terms.

For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Administration Agreement and the Indenture, as the case may be.

SECTION 3.  Amendments to Appendix A to the Indenture (“Appendix A”).

(a)

Definition of “Amendment Effective Date”.  The definition of “Amendment Effective Date” set forth in Appendix A is amended in its entirety to read as follows:

“Amendment No. 1 Effective Date” means September 15, 2006, which is the effective date of Omnibus Amendment No. 1, dated as of September 15, 2006 to the Administration Agreement, the Servicing Agreement and the Indenture.

(b)

Definition of “Available Funds”.  Clause (i) of the definition of “Available Funds” set forth in Appendix A is amended to read as follows:

(i)

Investment Earnings for that Distribution Date earned on amounts on deposit in each Trust Account (other than any Accumulation Account, any Euro Account, any Pounds Sterling Account, any Other Currency Account, the Borrower Benefit Account or the Spread Supplement Account);

(c)

Definition of “Class A-3 Rate”.  The definition of “Class A-3 Rate” set forth in Appendix A is amended in its entirety to read as follows:

“Class A-3 Rate” means, (i) for any Accrual Period until and including the Initial Reset Date for the Class A-3 Notes, 4.41% per annum based on an 30/360 accrual method, and (ii) for any Accrual Period from but excluding the Amendment No. 2 Effective Date and thereafter, Three-Month LIBOR plus 1.35% per annum based on the Actual/360 accrual method, as was set forth in the notice required to be delivered by the Administrator and/or the Remarketing Agents on the related April 15, 2008 Remarketing Terms Determination Date and the related April 22, 2008 Spread Determination Date, as applicable, pursuant to the procedures set forth in the Reset Rate Note Procedures.

(d)

Definition of “Investment Earnings”.  The definition of “Investment Earnings” set forth in Appendix A is amended in its entirety to read as follows:

“Investment Earnings” means, with respect to any Distribution Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts (other than the Borrower Benefit Account and the Spread Supplement Account) to be deposited into the Collection Account on or prior to such Distribution Date pursuant to Section 2.3(b) of the Administration Agreement.

(e)

Definition of “Trust Account Property”.  The definition of “Trust Account Property” set forth in Appendix A is amended in its entirety to read as follows:

“Trust Account Property” means the Trust Accounts, all cash and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit, the Supplemental Purchase Account Initial Deposit, the Add-On Consolidation Loan Account Initial Deposit, the Borrower Benefit Account Initial Deposit, the Collection Account Initial Deposit, the Spread Supplement Account Initial Deposit and all earnings on and proceeds of the foregoing.

(f)

Appendix A: Additional Definitions.  The following definitions are added in alphabetical order to Appendix A:

“Amendment No. 2 Effective Date” means April 25, 2008, which is the effective date of Omnibus Amendment No. 2, dated as of April 25, 2008 to the Administration Agreement and the Indenture.

“Spread Supplement Account” means the account designated as such, established and maintained pursuant to Section 2.3(t) of the Administration Agreement.

“Spread Supplement Account Initial Deposit” shall mean $17,130,071.

SECTION 4.  

Amendments to the Administration Agreement.

(a)

Section 2.3(a).  (i)  The introductory language of Section 2.3(a) of the Administration Agreement is amended in its entirety to read as follows:

(a)

On the Closing Date and at such other times as specified herein (including, with respect to the Borrower Benefit Account, on the Amendment No. 1 Effective Date and, with respect to the Spread Supplement Account, on the Amendment No. 2 Effective Date), the Administrator shall establish the following Eligible Deposit Accounts as more fully described below:

(ii)  Clauses (xiii) and (xiv) of Section 2.3(a) of the Administration Agreement are amended, and new clause (xv) is added to Section 2.3(a) of the Administration Agreement, to read as follows:

(xiii)

an “Add-On Consolidation Loan Account”;

(xiv)

a “Borrower Benefit Account”; and  

(xv)

a “Spread Supplement Account”.  

(b)

Section 2.3(b).  Section 2.3(b) of the Administration Agreement is amended in its entirety to read as follows:

(b)  Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) (other than any Euro Account, Pounds Sterling Account or Other Currency Account) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments.  All such Eligible Investments shall be held by (or by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided, that (i) on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date in the case of amounts in money market accounts), all Investment Earnings on funds on deposit in the Trust Accounts (other than in any Euro Account, Pounds Sterling Account, Other Currency Account, the Borrower Benefit Account or the Spread Supplement Account) shall be deposited into the Collection Account and shall be included in the Available Funds for such Distribution Date; (ii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to Section 2.10(m) of this Agreement; and (iii) all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Spread Supplement Account shall be retained therein until withdrawn pursuant to Section 2.10(n) of this Agreement.  Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts (other than any Euro Account, Pounds Sterling Account or Other Currency Account) shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or the following Distribution Date (or on or before that Distribution Date or Monthly Servicing Payment Date in the case of amounts in money market accounts); provided, that funds on deposit in the Supplemental Purchase Account, if invested, shall be invested only in Eligible Investments that are scheduled to mature (or with respect to Eligible Investments under clause (g) of the definition of “Eligible Investments” are expected to mature) on or before the end of the Supplemental Purchase Period; provided, that all funds on deposit in the Add-On Consolidation Loan Account shall be invested only in Eligible Investments that are demand deposits or are overnigh t investments; provided, further, that funds on deposit in the Spread Supplement Account shall not be invested in any securities whose interest rate is subject to periodic reset via an auction procedure.  Funds deposited in a Trust Account on a Business Day which immediately precedes a Monthly Servicing Payment Date or Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight; provided, further, that only funds on deposit in any Accumulation Account may be invested in the Eligible Investments specified in clause (h) of the definition of “Eligible Investments”.

(c)

Section 2.3(s).  Section 2.3(s) of the Administration Agreement is amended in its entirety to read as follows:

(s)

On the Amendment No. 1 Effective Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Borrower Benefit Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer.  The Borrower Benefit Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas.  On each date when the Issuer receives any prepayment of amounts to offset deficiencies due to anticipated Borrower Benefit Yield Reductions pursuant to Section 3.12A of the Servicing Agreement, the Administrator shall cause the Issuer to deposit such sums into the Borrower Benefit Account.

(d)

Section 2.3(t).  A new Section 2.3(t) is added to the Administration Agreement to read as follows:

(t)

On the Amendment No. 2 Effective Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Spread Supplement Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer.  The Spread Supplement Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Deutsche Bank Trust Company Americas.  On the Amendment No. 2 Effective Date, the Administrator shall cause SLM Corporation or one of its Affiliates to deposit the Spread Supplement Account Initial Deposit into the Spread Supplement Account.

(e)

Section 2.7(a).  Clauses (viii) and (ix) of Section 2.7(a) of the Administration Agreement are amended, and a new clause (x) is added to Section 2.7(a) of the Administration Agreement, to read as follows:

(viii)

calculate the amount, if any, of the Borrower Benefit Yield Reduction for the related Collection Period on or before the second Business Day immediately preceding each Distribution Date;  

(ix)

calculate the amount, if any, required to be deposited into the Collection Account from the Borrower Benefit Account on or before the second Business Day immediately preceding each Distribution Date, if on or before such date, the Issuer has not received payment in full of any amount relating to any Borrower Benefit Yield Reduction for the related Collection Period, pursuant to Section 3.12 of the Servicing Agreement; and

(x)

calculate the amount required to be transferred from the Spread Supplement Account for payment of additional interest to the Class A-3 Noteholders and the amount to be transferred from the Spread Supplement Account for payment of Investment Earnings, if any, on the Spread Supplement Account to the Excess Distribution Certificateholder on or before the second Business Day immediately preceding each Distribution Date.

(f)

Section 2.7(c).  The first paragraph of Section 2.7(c) of the Administration Agreement is amended in its entirety to read as follows:

(c)  Subject to the provisions of Section 2.4(b), the Administrator shall instruct the Indenture Trustee in writing no later than one (1) Business Day preceding each Distribution Date (based on the information contained in the Administrator’s Certificate and the related Servicer’s Report delivered pursuant to Sections 3.1(a) and 3.1(c) below) to make the deposits and distributions set forth in Section 2.8, including allocations of principal to the related Accumulation Account for each class of Reset Rate Notes then structured not to receive a payment of principal until the end of the related Reset Period together with such other amounts then payable pursuant to Section 2.8, to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date (provided, that funds are not required to be distributed pursuant to Section 5.4(b) of the Indenture). & nbsp;These deposits and distributions will be made to the extent of the amount of Available Funds for that Distribution Date in the Collection Account including amounts transferred from the Reserve Account pursuant to Section 2.9, and through the Distribution Date in October 2006, amounts transferred from the Capitalized Interest Account pursuant to Section 2.10(a) with respect to clauses 2.8(d)(1), (d)(2) and (e) below, amounts on deposit in, or transferred from, the Remarketing Fee Account, any Supplemental Interest Account, any Accumulation Account, any Investment Premium Purchase Account, any Investment Reserve Account, the Supplemental Purchase Account or the Add-On Consolidation Loan Account, as applicable and amounts transferred from the Borrower Benefit Account pursuant to Section 2.10(m) below.  The amount of Available Funds in the Collection Account for each Distribution Date will be distributed or allocated pursuant to the priority of distributions set forth under Section 2.8.  Notwithst anding the foregoing, payments of interest to the Class A-3 Noteholders made from Available Funds shall be limited to an annualized interest rate equal to Three-Month LIBOR plus 0.75%, and all amounts of interest in excess thereof that are due and owing to the Class A-3 Noteholders shall be paid to the Class A-3 Noteholders from funds transferred from the Spread Supplement Account (to the extent sufficient sums are on deposit therein).  The Indenture Trustee shall comply with such instructions received by the Administrator.

(g)

Section 2.8(d).  Clause (1) of Section 2.8(d) of the Administration Agreement is amended in its entirety to read as follows:

(1)

to the Class A Noteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; provided, however, that so long as the Class A-3 Notes are outstanding and until the Class A-3 Maturity Date, quarterly payments of interest to the Class A-3 Noteholders from Available Funds shall be limited to an annualized interest rate equal to Three-Month LIBOR plus 0.75%, and all amounts of interest in excess thereof that are due and owing will be paid directly to the Class A-3 Noteholders from funds on deposit in the Spread Supplement Account (to the extent sufficient sums are on deposit therein);

(h)

Section 2.10.  The introductory language of Section 2.10 of the Administration Agreement is amended in its entirety to read as follows:

The Administrator will instruct the Indenture Trustee to (1) withdraw all Investment Earnings, if any, on deposit in (x) each existing Trust Account, other than any Accumulation Account, the Borrower Benefit Account or the Spread Supplement Account, on each Distribution Date and (y) any Accumulation Account on each Distribution Date, but only to the extent funds are received by the Trust with respect thereto, (2) deposit such amounts into the Collection Account and (3) include such amounts as Available Funds for that Distribution Date.  The Administrator will not instruct the Indenture Trustee to withdraw Investment Earnings, if any, on deposit in the Borrower Benefit Account until amounts are to be withdrawn from that account pursuant to Section 2.10(m) of this Agreement.  The Administrator will instruct the Indenture Trustee to withdraw Investment Earnings, if any, on deposit in the Spread Supplement Account on each Distribution Date and pay such amounts directly to the Excess Distribution Certificateholder pursuant to Section 2.10(n) of this Agreement.  

(i)

Section 2.10(m).  The introductory language of Section 2.10(m) of the Administration Agreement is amended in its entirety to read as follows:

(m)

Borrower Benefit Account.  On the Amendment No. 1 Effective Date, the Issuer shall (or shall cause the Administrator on its behalf to) deposit the Borrower Benefit Account Initial Deposit, if any, into the Borrower Benefit Account.

(j)

Section 2.10(n).  A new Section 2.10(n) is added to the Administration Agreement to read as follows:

(n)

Spread Supplement Account.  On the Amendment No. 2 Effective Date, the Issuer shall (or shall cause the Administrator on its behalf to) deposit the Spread Supplement Account Initial Deposit into the Spread Supplement Account.  Other than the Spread Supplement Account Initial Deposit, neither the Issuer nor any Affiliate thereof shall have any obligation to deposit any additional amounts into the Spread Supplement Account on future dates.

(i)

The Administrator shall instruct the Indenture Trustee to withdraw amounts from the Spread Supplement Account on each Distribution Date (to the extent sufficient sums are on deposit therein) and utilize such amounts to pay directly to the Class A-3 Noteholders all amounts of interest due and owing to the Class A-3 Noteholders in excess of an annualized interest rate equal to Three-Month LIBOR plus 0.75%.

(ii)

Upon the payment in full of all outstanding amounts on the Class A-3 Notes, the Administrator shall instruct the Indenture Trustee to withdraw any remaining funds on deposit in the Spread Supplement Account on the related Distribution Date and pay all such amounts directly to the Excess Distribution Certificateholder.

(iii)

Except as set forth in this Section 2.10, amounts on deposit in the Spread Supplement Account may not be utilized for any other purposes.

(k)

Section 2.11.  Clause (n) of Section 2.11 of the Administration Agreement is amended in its entirety to read as follows:

(n)

the respective balances of the Reserve Account, the Capitalized Interest Account, the Borrower Benefit Account and the Spread Supplement Account, if any, on such Distribution Date, after giving effect to changes therein on such Distribution Date;

SECTION 5.  

[Reserved].

SECTION 6.  

Supplemental Indenture.

(a)

Sub-Clause (g) of the Granting Clause.  Sub-clause (g) of  the Granting Clause of the Indenture is amended in its entirety to read as follows:

(g)

the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit, the Supplemental Purchase Account Initial Deposit, the Add-On Consolidation Loan Initial Deposit, the Collection Account Initial Deposit, the Borrower Benefit Account Initial Deposit, if any, and the Spread Supplement Account Initial Deposit and all investments and proceeds thereof (including all income thereon); and

(b)

Section 3.3.  The first paragraph of Section 3.3 of the Indenture is amended in its entirety to read as follows:

As provided in Sections 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes or any Swap Agreement that are to be made from amounts distributed from the Collection Account or the Spread Supplement Account, or deposited into the Collection Account from the Supplemental Purchase Account, the Add-On Consolidation Loan Account, the Capitalized Interest Account, the Reserve Account or the Borrower Benefit Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so distributed from the Collection Account or the Spread Supplement Account for payments to Noteholders or any Swap Counterparty shall be paid over to the Issuer except as provided in this Section.

(c)

Section 5.4(b).  Sub-Clause FIFTH: A. of the Indenture is amended in its entirety to read as follows:

A:

to the Class A Noteholders (other than the noteholders of any class of Reset Rate Notes if a Swap Agreement with respect to interest payments to be made to such noteholders is then in effect), for amounts due and unpaid on the Class A Notes for interest at the applicable Note Rate, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for such interest; provided, however, that so long as the Class A-3 Notes are outstanding and until the Class A-3 Maturity Date, payments of interest to the Class A-3 Noteholders at the Class A-3 Rate due at this FIFTH priority shall be limited to an annualized interest rate equal to Three-Month LIBOR plus 0.75%, and all amounts of interest in excess thereof that are due and owing will be paid directly to the Class A-3 Noteholders from funds on deposit in the Spread Supplement Account (to the extent suf ficient sums are on deposit therein);

(d)

Section 8.2(a).  Section 8.2(a) of the Indenture is amended in its entirety to read as follows:

(a)

On or prior to the Closing Date (or in the case of the Borrower Benefit Account, the Amendment No. 1 Effective Date and in the case of the Spread Supplement Account, the Amendment No. 2 Effective Date), the Issuer shall cause the Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders, the Excess Distribution Certificateholder, any Swap Counterparty and the Trust, the Trust Accounts as provided in Section 2.3 of the Administration Agreement.

(e)

Section 8.2(h).  A new Section 8.2(h) is added to the Indenture to read as follows:

(h)

On or before the Business Day immediately preceding each Distribution Date, the Indenture Trustee shall withdraw funds from the Spread Supplement Account and pay such amounts directly to the Class A-3 Noteholders and the Excess Distribution Certificateholder as directed by the Administrator pursuant to the introductory paragraph of Section 2.10 and Sub-section 2.10(n).

(f)

Section 8.3(a).  Section 8.3(a) of the Indenture is amended in its entirety to read as follows:

(a)

So long as no Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order, subject to the provisions of Section 2.3(b) of the Administration Agreement.  All income or other gain from investments of moneys deposited in the Trust Accounts (other than the Borrower Benefit Account and the Spread Supplement Account) shall be deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such investments shall be charged to such Trust Account.  The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proce eds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

SECTION 7.  

Effect of Amendment.

On April 25, 2008 (the “Amendment No. 2 Effective Date”), each Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the parties hereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of each Agreement for any and all purposes.  Except as modified and expressly amended by this Amendment, each Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 8.  Governing Law.

THE TERMS OF THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 9.  Section Headings.

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

SECTION 10.  Separate Counterparts.

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.  Limitation of Liability.

Notwithstanding anything contained herein to the contrary, this Amendment has been signed by The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Eligible Lender Trustee, and in no event shall The Bank of New York Trust Company, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment No. 2 to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

SALLIE MAE, INC.,

as Administrator

By:  /s/ Jonathan Clark

 Name: Jonathan Clark
Title: Senior Vice President

SALLIE MAE, INC.,

as Servicer

By:  /s/ Jonathan Clark

 Name: Jonathan Clark
Title: Senior Vice President

SLM FUNDING LLC,
as Seller

By: /s/ Mark L. Heleen

Name: Mark L. Heleen
Title: Vice President

SLM STUDENT LOAN TRUST 2005-7

By: THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee

By: /s/ Michael G. Ruppel

Name:  Michael G. Ruppel
Title:  Vice President

THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee

By: /s/ Michael G. Ruppel

Name: Michael G. Ruppel
Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee

By: /s/ Michele HY Voon

Name:  Michele HY Voon
Title:  Attorney-in-fact

By: /s/ Dorit Ritter Hadad

Name:  Dorit Ritter Hadad
Title:  Attorney-in-fact

EX-5.1

April 25, 2008

SLM Funding LLC
12061 Bluemont Way

V3419
Reston, Virginia 20190

Re:  SLM Student Loan Trust 2005-7 Legality Opinion

Ladies and Gentlemen:

We acted as counsel to SLM Funding LLC (the “Company”) in connection with the original issuance by SLM Student Loan Trust 2005-7 (the “Trust”) of the Student Loan-Backed Notes, Series 2005-7 (the “Notes”) on August 11, 2005 (the “Closing Date”) pursuant to a prospectus dated August 1, 2005, as supplemented by a prospectus supplement dated August 3, 2005 (the “Base Prospectus” and the “Prospectus Supplement,” respectively, and collectively the “Prospectus”).  The Trust was formed pursuant to the short-form trust agreement dated as of July 29, 2005, between the Depositor and Chase Bank USA, National Association, as eligible lender trustee (the “Eligible Lender Trustee”), as amended and restated pursuant to an Amended and Restated Trust Agreement dated as of August 11, 2005 (the “Trust Agreement”) among the Depositor , the Eligible Lender Trustee and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

A Registration Statement of the Company on Form S-3 relating to the Notes (File No. 333-103545) was filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”) and was declared effective on February 28, 2003, as amended by Post Effective Amendment No. 1 filed by the Depositor with the Commission on April 4, 2005 (such Registration Statement, as so amended, is referred to as the “Registration Statement”).  As set forth in the Prospectus, the Notes were issued under and pursuant to the Indenture dated as of August 1, 2005 (as amended and supplemented from time to time, the “Indenture”) among the Trust, the Eligible Lender Trustee and the Indenture Trustee.

One class of the Notes, the class A-3 notes (the “Class A-3 Notes”), were subject to a remarketing in accordance with their terms effective April 25, 2008 (the “Reset Date”).  This opinion is being rendered in connection with that Reset Date.

We have examined forms of the:

(a)

Trust Agreement;

(b)

Indenture;

(c)

Purchase Agreement Master Securitization Terms Number 1000 dated August 11, 2005 (the “SLM ECFC Master Terms”) among SLM Education Credit Finance Corporation (“SLM ECFC”), Chase Bank USA, National Association, as interim eligible lender trustee under the Funding Interim Trust Agreement, dated August 1, 2005 (the “Interim Eligible Lender Trustee”) and the Company;

(d)

Purchase Agreement Number 1 dated August 11, 2005 (together with the SLM ECFC Master Terms, the “SLM ECFC Initial Purchase Agreement”) among SLM ECFC, the Interim Eligible Lender Trustee and the Company;

(e)

Purchase Agreement Master Securitization Terms Number 1000 dated August 11, 2005 (the “VG Funding Master Terms” and together with the SLM ECFC Master Terms, the “Master Terms”) among VG Funding, LLC (“VG Funding” and together with SLM ECFC, the “Sellers”), Chase Bank USA, National Association, as interim eligible lender trustee for the benefit of VG Funding under the VG Funding Interim Trust Agreement, dated August 1, 2005 (the “VG Funding Eligible Lender Trustee”), the Servicer, the Interim Eligible Lender Trustee and the Company;

(f)

Sale Agreement Master Securitization Terms Number 1000 dated August 11, 2005 (the “Master Sale Terms”) among the Company, the Interim Eligible Lender Trustee, Chase Bank USA, National Association, as eligible lender trustee on behalf of the Trust (the “Eligible Lender Trustee”), and the Trust and a Sale Agreement Number 1 dated August 11, 2005 (together with the Master Sale Terms, the “Initial Sale Agreement”) among the Company, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust;

(g)

Servicing Agreement dated as of August 11, 2005 (the “Servicing Agreement”) among the Administrator and the Servicer, the Eligible Lender Trustee, the Trust and the Indenture Trustee;

(h)

Administration Agreement dated as of August 11, 2005 (as amended and supplemented from time to time, the “Administration Agreement”) among the Administrator, the Company, the Trust, the Servicer, the Eligible Lender Trustee and the Indenture Trustee;

(i)

Underwriting Agreement dated August 3, 2005 and related Pricing Agreement relating to the Notes dated August 3, 2005 (collectively, the “Underwriting Agreement”) among the Company, SLM ECFC, SLM Corporation and Banc of America Securities LLC (“Banc of America”) and Deutsche Bank Securities Inc. (“Deutsche Bank”), as the representatives of the underwriters named in Schedule I to the Underwriting Agreement (collectively, the “Representatives”);

(j)

the Remarketing Agreement, dated as of April 2, 2008 (the “Remarketing Agreement”), among the Issuer, the Administrator and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a remarketing agent (“Merrill Lynch”) related to the addition of Merrill Lynch as a remarketing agent to the Original Remarketing Agreement, dated as of August 11, 2005 (the “Original Remarketing Agreement”), among the Issuer, the Administrator, Banc of America and Deutsche Bank (together with Banc of America and Merrill Lynch, the “Remarketing Agents”), (ii) the Remarketing Agency Agreement, dated as of April 15, 2008 (the “Remarketing Agency Agreement”), among the Issuer, the Administrator and the Remarketing Agents and (iii) the Supplemental Remarketing Agency Agreement, dated as of April 22, 2008 (the “Supplemen tal Remarketing Agency Agreement” and, together with the Remarketing Agreement, the Original Remarketing Agreement and the Remarketing Agency Agreement, the “Remarketing Agreements”), among the Issuer, the Administrator and the Remarketing Agents; and

(k)

a specimen of the Class A-3 Notes.

We refer to the documents listed in (a) through (k) above as the Transaction Documents.  Capitalized terms used but not defined herein have the meanings assigned to them in the applicable Transaction Documents.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates, papers, statutes, authorities and records as we have deemed relevant or necessary as a basis for the opinions set forth herein.

In all such examinations made by us in connection with this opinion, we have assumed the genuineness of all signatures, the completeness and authenticity of all records and all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies thereof.  With your permission, we have assumed that each party to a Transaction Document, had the power and authority, corporate or other, to enter into and perform all obligations thereunder, had authorized the execution, delivery and performance of such Transaction Documents and had duly executed and delivered such Transaction Documents.  In addition, we express no opinion as to the enforceability of any Transaction Document against any party other than the Company.  We have also assumed that the sale and the issuance of the Class A-3 Notes was authorized by all requisite limited liability company action on the part of the Company.  As to any facts material to our opinions that were not known to us, we have relied upon the respective statements and representations of officers and other representatives of the Company, the Administrator, SLM ECFC, VG Funding, the Servicer, the Representatives, the Remarketing Agents, the Trust, the Eligible Lender Trustee, the Indenture Trustee, and the independent public accountants and public officials of the Company, SLM ECFC, and VG Funding.  Except as expressly set forth in this opinion letter, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets, or reviewed any of the assets conveyed to the Trust) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company, SLM ECFC, VG Funding and others in connection with the preparation and delivery of this letter.

Based upon and subject to the foregoing, we are of the opinion that, assuming that the Class A-3 Notes were validly executed by the Eligible Lender Trustee on behalf of the Trust, were authenticated by the Indenture Trustee, were issued in accordance with the provisions of the Indenture and were delivered to and paid for by the Representatives pursuant to the Underwriting Agreement, the Class A-3 Notes constituted valid and binding obligations of the Trust as of the Closing Date, enforceable in accordance with their terms, except that enforceability thereof may be subject to (a) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws then or thereafter in effect relating to creditors’ rights generally and (b) general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity.

In rendering the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York.

We hereby consent to the filing of this letter and to the references to this firm under the heading “Legal Matters” in the Base Prospectus and “Legal Matters” in the Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the 1933 Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Prospectus.

Very truly yours,

/s/ McKEE NELSON LLP

McKEE NELSON LLP

EX-8.1

[LETTERHEAD OF SHEARMAN & STERLING LLP]

April 25, 2008

The Persons Listed on

Schedule I Hereto

SLM Student Loan Trust 2005-7:  Class A-3

Ladies and Gentlemen:

You have requested our opinion as to certain U.S. federal income tax consequences related to the remarketing of the Class A-3 Notes by the SLM Student Loan Trust 2005-7 (the "Trust").  The Trust is a Delaware statutory trust that was formed pursuant to a trust agreement, dated as of July 29, 2005, between SLM Funding LLC, a Delaware limited liability company (the "Company"), and The Bank of New York Trust Company, N.A. (as successor by assignment and assumption to Chase Bank USA, National Association, formerly known as Chase Manhattan Bank USA, National Association) not in its individual capacity but solely in its capacity as the eligible lender trustee for the Trust (the “Eligible Lender Trustee”).  Capitalized terms used herein and not otherwise defined are used as defined in the indenture, dated August 1, 2005 (the “Indenture”), between the Trust, the Eligible Lender trustee an d Deutsche Bank Trust Company Americas (not in its individual capacity but solely in its capacity as the indenture trustee with respect to the Trust), including, without limitation, Appendix A thereto.

We have participated in the preparation of the prospectus (the "Prospectus") dated August 1, 2005, the supplemental prospectus (the "Prospectus Supplement") to the Prospectus dated August 3, 2005, the Registration Statement on Form S-3, File No. 333-103545, filed with the Securities and Exchange Commission on February 28, 2003, as amended on March 5, 2004, December 22, 2004, January 28, 2005, February 9, 2005, February 15, 2005 and April 4, 2005, and declared effective on February 16, 2005 (the "Effective Date"), of the Company (such Registration Statement, as so amended, the "Registration Statement"), the Preliminary Remarketing Prospectus Supplement dated April 15, 2008 (the “Preliminary Remarketing Prospectus Supplement”), relating to the Remarketing, attached to which is a copy of the Remarketing Base Prospectus dated April 15, 2008 (the “Remarketing Base Prospectus& #148; and, together with the Preliminary Remarketing Prospectus Supplement, the “Preliminary Remarketing Prospectus Supplement”), and the Remarketing Prospectus Supplement for the Class A-3 Notes (the "Remarketing Prospectus Supplement") dated April 25, 2008, attached to which is a copy of the Remarketing Base Prospectus.  

Our opinion is based on an examination of the documents we examined in connection with our opinion to you, dated August 11, 2005, with respect to the Class A-3 Notes issued by the Trust (including, without limitation, the Prospectus, the Prospectus Supplement and the Registration Statement), the Preliminary Remarketing Prospectus Supplement, the Remarketing Prospectus Supplement and the Omnibus Amendment No. 2, dated as of April 25, 2008,  to the Administration Agreement and the Indenture.  We have also examined such other documents, instruments and information related to or incidental to the transactions covered by the Preliminary Remarketing Prospectus Supplement and the Remarketing Prospectus Supplement as we have considered necessary as a basis for our opinion.  Our opinion assumes that all facts stated or assumed and all representations contained in the foregoing documents are correct and that the parties ther eto will comply with the terms thereof.  

Our opinion is based, in addition to the foregoing, upon the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions and Treasury regulations thereunder, European Union Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments (the "Directive"), and other applicable authorities.  The statutory provisions, regulations and interpretations, the Directive and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively.  In addition, there can be no assurance that positions contrary to those stated in our opinion will not be asserted by the Internal Revenue Service or another relevant taxing authority, or sustained, if asserted.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as orig inals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  We have also assumed that all forms relating to U.S. federal income tax, whether filed with the IRS or delivered to parties in the transaction, are true, correct, validly executed and are in full compliance with applicable law.  As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements, representations and certifications of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i)

The Class A-3 Notes will constitute indebtedness for U.S. federal income tax purposes.

(ii)

For U.S. federal income tax purposes, the Trust will not constitute a publicly traded partnership, and, on the assumption that the Trust has not elected affirmatively to be classified as an association, the Trust will not constitute an association taxable as a corporation.

(iii)

The statements set forth under the captions “Summary of Note Terms — Tax Considerations” and “U.S. Federal Income Tax Consequences” in the Preliminary Remarketing Prospectus Supplement and in the Remarketing Prospectus Supplement and under the captions “Prospectus Summary — Tax Considerations,” “U.S. Federal Income Tax Consequences,” “European Union Directive on the Taxation of Savings Income,” “State Tax Consequences,” “Appendix H — Global Clearance, Settlement and Tax Documentation Procedures” and “Appendix H — U.S. Federal Income Tax Documentation Requirements” in the Remarketing Base Prospectus, to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by us and are correct in all material respects.

(iv)

The statements set forth under the captions “Summary of Note Terms — Tax Considerations” and “U.S. Federal Income Tax Consequences” in the Preliminary Remarketing Prospectus Supplement and in the Remarketing Prospectus Supplement and under the captions “Prospectus Summary — Tax Considerations,” “U.S. Federal Income Tax Consequences,” “European Union Directive on the Taxation of Savings Income,” “State Tax Consequences,” “Appendix H — Global Clearance, Settlement and Tax Documentation Procedures” and “Appendix H — U.S. Federal Income Tax Documentation Requirements” in the Remarketing Base Prospectus, comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

In the course of the preparation by the Company of the Preliminary Remarketing Prospectus Supplement and the Remarketing Prospectus Supplement, we have participated in telephone conferences and conversations with certain officers and other representatives of the Trust, the Company and SLM Education Credit Finance Corporation, and other parties to the transactions to which this opinion letter pertains, with respect thereto, but, except to the extent described in the two preceding paragraphs, we have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information contained in the Preliminary Remarketing Prospectus Supplement and in the Remarketing Prospectus Supplement.  Although we do not pass upon or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Remarketing Prospectus Supplement and in the Remarketing Prospectus Supp lement, on the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to herein, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Preliminary Remarketing Prospectus Supplement and the Remarketing Prospectus Supplement which causes us to believe that, as of its date or as of the date hereof, the Preliminary Remarketing Prospectus Supplement and the Remarketing Prospectus Supplement, as related to matters opined herein, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

We express no opinion with respect to the matters addressed in this opinion other than as set forth above.  We also do not address tax compliance issues and tax form-filing requirements, and we disclaim all responsibility relating to such issues and requirements.  This opinion is solely for the benefit of the addressees hereof, and is not to be relied upon for any purpose by any other person or entity.  We do not express any opinions herein as to matters governed by the law of any jurisdiction other than the federal law of the United States of America expressly referred to herein and, to the extent specified, the Directive.  Our opinion speaks only as of the date of this letter.  We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.  

Very truly yours,

/s/ Shearman & Sterling LLP

ACG

FRS

GMT

Schedule I

SLM Funding LLC 12061 Bluemont Way V3419 Reston, Virginia 20190
Sallie Mae, Inc. 12061 Bluemont Way Reston, Virginia 20190
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center
New York,  New York  10080
Banc of America Securities LLC 9 West 57th Street New York, New York 10019
The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041
Moody's Investors Service 99 Church Street New York, New York 10007
Fitch Ratings One State Street Plaza New York, New York 10004

EX-99.1

REMARKETING AGREEMENT

REMARKETING AGREEMENT, dated as of April 2, 2008, among SLM Student Loan Trust 2005-7 (the “Trust”), Sallie Mae, Inc., as administrator (the “Administrator”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” and in its capacity as remarketing agent under this Agreement, the “Remarketing Agent”).

WHEREAS, the Trust has issued $266,000,000 aggregate principal amount of its Class A-3 Reset Rate Notes (the “Notes”) pursuant to an indenture, dated as of August 1, 2005 (the “Indenture”), among the Trust, The Bank of New York Trust Company, N.A., as the successor eligible lender trustee to Chase Bank USA, National Association (the “Eligible Lender Trustee”), and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”);

WHEREAS, the Notes were initially sold pursuant to an underwriting agreement, dated August 3, 2005 (the “Underwriting Agreement”), among SLM Funding LLC (the “Depositor”), SLM Education Finance Corporation, SLM Corporation and the underwriters named in such agreement (the “Underwriters”);

WHEREAS, Banc of America Securities LLC and Deutsche Bank Securities Inc. were appointed as remarketing agents (each an “Original Remarketing Agent, together the “Original Remarketing Agents” and together with the Remarketing Agent, the “Remarketing Agents”) for the remarketing of the Notes pursuant to the Remarketing Agreement dated as of August 11, 2005;

WHEREAS, the Administrator has requested that Merrill Lynch act as Remarketing Agent along with the Original Remarketing Agents and to perform the services described herein;

WHEREAS, the Depositor prepared a prospectus, dated August 1, 2005 and a prospectus supplement, dated August 3, 2005 (together, the “Prospectus”), in connection with the offering of the Notes; and

WHEREAS, Merrill Lynch is willing to act as Remarketing Agent with respect to the Notes, and as such hereby agrees to perform such duties on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, the parties to this Agreement agree as follows:

1.

Definitions.  Capitalized terms used and not defined in this Agreement have the respective meanings assigned to them in Appendix A (“Definitions and Usage, Series 2005-7”) to this Agreement.  Unless the context otherwise requires, references in this agreement to “Notes” are to each class of Notes subject to Remarketing (as defined below) on a Reset Date.

2.

Appointment and Obligations of the Remarketing Agent.  (a) Subject to Section 4 of this Agreement, the Administrator hereby appoints Merrill Lynch, and Merrill Lynch hereby accepts such appointment, as Remarketing Agent who, together with the Original Remarketing Agents, will serve as the exclusive Remarketing Agents for the purpose of:

(i)

determining for each Reset Period the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable them to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures;

(ii)

entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (a "Remarketing Agency Agreement”), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix C (a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) (each such attempted and/or completed remarketing being hereinafter referred to as a “Remarketing”);

(iii)

if applicable, assisting the Administrator with the selection of the Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date;

(iv)

preparing a written notice to the applicable clearing agencies, the Luxembourg Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms;

(v)

delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and

(vi)

performing such other duties as are assigned to the Remarketing Agent in this Agreement, including in the Reset Rate Note Procedures attached to this Agreement as Appendix D, and/or in the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, in each case subject to the conditions set forth herein and therein.

(b)

With respect to any Reset Date, the Remarketing Agent shall not enter into the Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Remarketing Terms Determination Date:  (i) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; or (ii) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date.  In addition, the Remarketing Agent shall not enter into the Supplemental Remarketing Agency Agreement with the Trust and the Administrator if, on or prior to the Spread Determination Date:  (A) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; (B) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date; or (C) if applicable, 100% of the holders of the related class of Notes subject to Remarketing on such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period.

(c)

Only Notes not subject to an exercised Call Option shall be subject to Remarketing on such Reset Date.

3.

Fees and Expenses.  (a)

The Trust acknowledges and agrees that the fees to be paid to the Remarketing Agent in connection with any Reset Date shall be calculated consistent with and at a rate no higher than as set forth in Appendix E and agreed upon by the Administrator and the Remarketing Agent, and set forth in the applicable Remarketing Agency Agreement.  Such fees shall be expressed as a percentage of the Outstanding Amount of the applicable class of Notes and payable except in the case of a Failed Remarketing; provided, that the obligations of the Trust to pay to the Remarketing Agent on each Reset Date the fees set forth in the applicable Remarketing Agency Agreement shall be solely payable from amounts available for distribution pursuant to Sections 2.7(a) and 2.10(b) of the Administration Agreement on each Reset Date.  The Trust’s obligations to pay the fees as described in the preceding sentence s hall survive until the earlier to occur of the date such fees have been paid in full or the date the Trust is terminated.  The Trust will pay all expenses in connection with this Agreement, the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, to the extent funds are available for distribution pursuant to Section 2.8 of the Administration Agreement on such Reset Date, including:  (i) the preparation, printing and delivery of the Remarketing Prospectus (as defined below) in connection with the Remarketing of the Notes; (ii) the preparation and delivery of the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, and such other documents as may be required in connection with the Remarketing of the Notes; (iii) the fees and disbursements of the Trust’s or the Administrator’s accountants, counsel and other advisors or agents and the fees and disbursements of the Indenture Trustee including, without limitatio n, the fees of the Trust’s counsel incurred in connection with the delivery of the Tax Opinion (as defined below); (iv) the out-of-pocket expenses of the Remarketing Agent to the extent described in Section 3(b) below; (v) fees charged by nationally recognized statistical rating organizations, if any, if necessary to satisfy the Rating Agency Condition; (vi) the fees payable to the Luxembourg Stock Exchange or other exchange in connection with the listing of Notes subject to Remarketing on the related Reset Date on the Luxembourg Stock Exchange or other such exchange; and (vii) any other fees and expenses, if applicable, in connection with compliance with Section 7(f) below; provided, however, that if the holder of the related Call Option has exercised such Call Option, then for each Remarketing relating to that class of Notes (including the Remarketing on which such Call Option was exercised), until the holder of the Call Option has sold all of that class of Notes, the holder of the Call Option shall b e obligated to pay such expenses.  If sufficient funds are not available pursuant to Section 2.8 of the Administration Agreement or the holder of the Call Option fails to pay such expenses, as applicable, the Administrator shall pay such expenses on behalf of the Trust and shall be entitled to reimbursement pursuant to Section 2.8 of the Administration Agreement.

(b)

If there is a Failed Remarketing, the Trust shall reimburse the Remarketing Agent for all out-of-pocket expenses, other than fees and disbursements of counsel, reasonably incurred by the Remarketing Agent in making preparations for Remarketing and attempting to remarket the Notes subject to a Failed Remarketing.

4.

Removal or Resignation of the Remarketing Agent; Appointment of Additional or Lead Remarketing Agents.

(a)

Subject to the terms and on the conditions of this Agreement, with respect to any Reset Period, the Administrator may, in its absolute discretion, remove the Remarketing Agent by giving notice to the Remarketing Agent no less than five Business Days prior to the Remarketing Terms Determination Date applicable thereto.  If such removal would result in no remarketing agents remaining, such removal shall be effective only upon the Administrator’s appointment of at least one successor remarketing agent.  In such case, the Administrator shall use its best efforts to appoint a successor remarketing agent and enter into a remarketing agreement with such successor remarketing agent as soon as reasonably practicable, but in no event later than the applicable Remarketing Terms Determination Date.  In addition, the Administrator shall appoint one or more additional remarketing agents, if necessary, with respect to any Reset Period during which a class of Notes subject to Remarketing on the related Reset Date will be remarketed in a non-U.S. Dollar currency.

(b)

The Remarketing Agent may resign and be discharged from any duties and obligations under this Agreement at any time by delivery of a written notice to the Administrator of such resignation, provided such resignation shall not be effective any later than 15 Business Days prior to the next Remarketing Terms Determination Date (which for this purpose shall be deemed to be the eighth Business Day prior to the applicable Reset Date).  It shall be the sole responsibility of the Administrator to appoint a successor remarketing agent if such resignation would result in there being no remarketing agent remaining.

(c)

The Administrator may, in its absolute discretion, designate a lead remarketing agent for any class of Notes subject to Remarketing by giving notice to the Remarketing Agent no less than five Business Days prior to the Remarketing Terms Determination Date applicable thereto.

5.

Dealing in the Notes.  Subject to its compliance with applicable laws and regulations, the Remarketing Agent acting as such or in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes.  The Remarketing Agent shall also have the option, but not the obligation, to purchase any tendered Notes that it is not otherwise able to remarket at a price equal to 100% of the Outstanding Amount of such tendered Notes.  If the Remarketing Agent owns a Note, it may exercise any vote or join in any action which any Noteholder of that class or beneficial owner of such Notes may be entitled to exercise or take pursuant to the Indenture with like effect as if it did not act in any capacity under this Agreement.  The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other tra nsaction with the Trust, the Depositor, the Servicer, the Indenture Trustee, the Eligible Lender Trustee or the Administrator as freely as if it did not act in any capacity under this Agreement.  

6.

Representations and Warranties.  (a)  The Administrator represents and warrants to, and agrees with, the Remarketing Agent as of the date of this Agreement, and as of each Remarketing Terms Determination Date, Spread Determination Date and Reset Date (each such date being hereafter referred to as a “Representation Date”), that as of each applicable Representation Date after the date of this Agreement, the related Remarketing Materials (as defined in this Agreement) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)

The Administrator further represents and warrants to, and agrees with, the Remarketing Agent as of each Representation Date as follows:

(i)

The Trust has not sustained since the respective dates as of which information is given in the Remarketing Materials any material loss or interference with its business or properties, otherwise than as set forth or contemplated in such Remarketing Materials; and, since such dates, there has not been any material adverse change or any development involving a prospective material adverse change, in or affecting the business or properties of the Trust or the transactions contemplated hereby, otherwise than as set forth or contemplated in such Remarketing Materials.  

(ii)

The Trust has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Remarketing Materials and to consummate the transactions contemplated therein and in this Agreement.  The Administrator has been duly organized and is validly existing under the laws of the United States, with power and authority (corporate and otherwise) to consummate the transactions contemplated in the Remarketing Materials and in this Agreement.

(iii)

The Notes have been duly authorized, issued and delivered pursuant to the Underwriting Agreement.  The Notes constitute valid and legally binding obligations of the Trust entitled to the benefits provided by the Indenture.  The Indenture has been duly authorized, executed and delivered and duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”).  The Indenture and the Trust Agreement each constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iv)

The compliance by the Trust and the Administrator with all of the provisions of the Notes, the Indenture, the Trust Agreement, the Swap Agreements, this Agreement and the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be, and the consummation of the transactions in this Agreement and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default in the performance or observance of any material obligation contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trust or the Administrator is a party or by which the Trust or the Administrator is bound or to which any of the property or assets of the Trust, or the Administrator is subject, nor will such action result in any violation of the provisions of the Trust Agreement, the Administrator’s certificate of incorporation or by-laws, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust or the Administrator or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Trust or the Administrator of the transactions contemplated by this Agreement, the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be, the Trust Agreement or the Indenture, except such as have been, or shall have been, obtained.

(v)

The Administrator is not in violation of its certificate of incorporation or by-laws, and the Trust is not in violation of its Trust Agreement, and neither the Administrator nor the Trust is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound.

(vi)

Other than as set forth in the Remarketing Materials or in the financial statements included as Appendix A to SLM Corporation’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, filed with the Commission, there are no legal or governmental proceedings pending to which the Trust or the Administrator or any of its subsidiaries is a party or of which any property of the Trust or the Administrator or any of its subsidiaries is the subject which, if determined adversely to the Trust or the Administrator or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consummation of the transactions contemplated hereby or the ability of the Administrator to perform all of its obligations with respect to the Trust; and, to the best of the Administrator’s knowledge, no such proceedings are threatened or contemplated b y governmental authorities or threatened by others.

(vii)

The Trust is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.  

(viii)

Each of this Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, as the case may be, has been duly authorized, executed and delivered by the Trust and the Administrator and, assuming it has been duly executed and delivered by the Remarketing Agent, constitutes a valid and binding agreement of the Trust and the Administrator, enforceable against each of the Trust and the Administrator in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally) and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as th e enforcement thereof may be subject to limitations on rights to indemnity or contribution or both by federal or state securities laws or the public policies underlying such laws.

(ix)

The Notes have such ratings as to which either the Administrator shall have most recently notified the Remarketing Agent pursuant to Section 7(a) of this Agreement or as are otherwise available to the Remarketing Agent in the ordinary course.

(c)

Any certificate signed by any officer of the Trust or Administrator and delivered to the Remarketing Agent or to counsel for the Remarketing Agent in connection with the Remarketing of the Notes shall be deemed a representation and warranty by the Trust or Administrator to the Remarketing Agent as to the matters covered thereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

(d)

The Remarketing Agent has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of Section 21 of the FSMA, received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

7.

Covenants of the Administrator.  The Administrator covenants with the Remarketing Agent as follows:

(a)

The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agent of (i) if not otherwise available to the Remarketing Agent, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement.

(b)

With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agent:

(i)

if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below);

(ii)

if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agent, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by the Remarketing Agent (the “Tax Opinion”);

(iii)

if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes;

(iv)

during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and

(v)

(A) in connection with each Remarketing of the Notes, such other information as the Remarketing Agent may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agent may reasonably request as a result of a change of law, it being understood that the Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

(B)

The Administrator shall provide the Remarketing Agent with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agent may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose.

(C)

In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agent, the Trust and the Administrator shall provide to the Remarketing Agent the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(ii) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation.

(c)

If, at any time during which the Remarketing Agent would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(b) above or any document incorporated therein by reference (collectively, the “Remarketing Materials”) to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agent in writing of the circumstances and details of such event or condition.

(d)

So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(e)

If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agent shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes.

(f)

The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus.  In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agent or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes:

(i)

The Administrator shall (A) prepare and file with the Commission and furnish to the Remarketing Agent a then currently effective registration statement under the 1933 Act and a then current preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agent for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the “Registration Statement” and the “Remarketing Prospectus,” respectively; provided, that if any revised prospectus shall be provided to the Remarketing Agent by the Trust fo r use in connection with the Remarketing of the Notes which differs from the Remarketing Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term “Remarketing Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agent for such use; and provided further, that the term “Remarketing Prospectus” shall also include any “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended, provided to the Remarketing Agents by the Trust for use in connection with the remarketing of the Notes), (B) furnish to the Remarketing Agent an officers’ certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Remarketing Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agent and an “agreed - -upon procedures letter” from the Trust’s independent accountants, in each case in form and substance satisfactory to the Remarketing Agent, of the same tenor as the officers’ certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Remarketing Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Remarketing Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agent, in either case reasonably satisfactory to the Remarketing Agent, no exemption from registration under the 1933 Act is availa ble and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agent, and the Remarketing Agent shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agent for delivery to the Luxembourg Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Luxembourg Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the “Listing Particulars Addendum”), and (E) furnish to the Remarketing Agent such other opinions, documents or certificates as are reasonably requested by the Remarketing Agent, provided the Remarketing Agent request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date.

(ii)

The Trust and the Administrator shall provide to the Remarketing Agent and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter’s due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust’s securities, which shall include making available for inspection by representatives of the Remarketing Agent, and any counsel retained by the Remarketing Agent, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agent or counsel in con nection with the Remarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agent.

(iii)

If at any time when a prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agent or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agent such amendment or supplement as may be necessary to correct such statement or omission as referred to above.

(iv)

If applicable, the Administrator agrees to provide the Remarketing Agent with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agent may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose.

(g)

The Administrator shall timely notify the Remarketing Agent of any Rating Agency Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agent with copies of the required confirmations or reaffirmations, as the case may be.

8.

Conditions to the Remarketing Agent’s Obligations. The obligations of the Remarketing Agent to perform its duties under this Agreement shall be subject to:

(a)

the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be;

(b)

the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and

(c)

the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause:

(i)

all of the Notes for which the Remarketing Agent is responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate;

(ii)

without the prior written consent of the Remarketing Agent, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agent materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents);

(iii)

the rating of any securities of the Trust shall have been downgraded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization;

(iv)

if the Remarketing Agent exercises its option under Section 5 of this Agreement to purchase tendered Notes that it is not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement;

(v)

an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing;

(vi)

a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred;

(vii)

if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agent on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agent may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or

(viii)

any Rating Agency Condition shall not have been timely satisfied.

9.

Indemnification.

(a)  The Administrator shall indemnify and hold harmless the Remarketing Agent and each Person, if any, who controls the Remarketing Agent within the meaning of Section 20 of the 1934 Act and any director, officer, employee or affiliate thereof, as follows:

(i)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) the failure of the Administrator on behalf of the Trust to comply with the requirements of Section 7(f), if applicable, or (B) any untrue statement or alleged untrue statement of a material fact contained in any of the Remarketing Materials (including in each case any documents incorporated by reference therein), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or (C) any violation by the Trust or the Administrator of, or any failure by the Trust or the Administrator to perform any of its obligations under, this Agreement, including the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, or (D) t he acts or omissions of the Remarketing Agent in connection with its duties and obligations in respect of administrative or ministerial functions under this Agreement or pursuant to this Agreement, including, without limitation, the calculation of rates, the giving or receiving of notices and any determinations with respect to any Swap Agreements, except those that are finally judicially determined to be due to its gross negligence or willful misconduct;

(ii)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or any claim whatsoever arising out of, or based upon, any of items (A) through (D) of clause (i) above; provided, that any such settlement is effected with the written consent of the Administrator, which consent shall not be unreasonably withheld; and

(iii)

against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Remarketing Agent), reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever arising out of, or based upon, any of items (A) through (D) of clause (i) above to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission either made in reliance upon and in conformity with written information furnished to the Administrator by the Remarketing Agent expressly for use in the Remarketing Materials or contained in any Remarketing Materials not approved by the Administrator for use in connection with the related Remarketing.

(b)

The Remarketing Agent shall indemnify and hold harmless the Trust, the Administrator and the Depositor from and against any loss, liability, claim, damage and expense, as incurred, but only with respect to untrue statements or omissions made in the Remarketing Materials in reliance upon and in conformity with information furnished to the Administrator in writing by the Remarketing Agent expressly for use in such Remarketing Materials and will reimburse any indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action.  The indemnity agreement in this paragraph shall extend upon the same terms and conditions to each Person, if any, who controls the Administrator within the meaning of Section 20 of the 1934 Act.

(c)

Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability under this Agreement to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.  In the case of parties indemnified pursuant to clause (a) above, counsel to the indemnified parties shall be selected by the Remarketing Agent, and, in the case of parties indemnified pursuant to clause (b) above, counsel to the indemnified parties shall be selected by the Administrator.  An indemnifying party may participate at its own expense in the defense of an y such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.  In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 or Section 10 of this Agreement (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission or fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)

The agreements contained in this Section 9 and in Section 10 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agent, and shall survive the termination or cancellation of this Agreement and the Remarketing of any Notes under this Agreement.

10.

Contribution.  (a)

If the indemnification provided for in Section 9 of this Agreement is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Trust and the Administrator on the one hand and the Remarketing Agent on the other hand from the Remarketing of the Notes pursuant to this Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, or if the indemnified party fails to give notice required under Section 9(c), in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Trust and the Administrator on the one hand and of the Remarketing Agent on the other hand in connection with the acts, failures to act, statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

(b)

The relative benefits received by the Trust and the Administrator, on the one hand, and the Remarketing Agent, on the other hand, in connection with the Remarketing of a class of Notes pursuant to this Agreement and the applicable Remarketing Agency Agreement and Supplemental Remarketing Agency Agreement, shall, as to the Remarketing to which the applicable losses, liabilities, claims, damages or expenses relate, be deemed to be in the same respective proportions as the aggregate principal balance of such class of Notes outstanding at the time of such Remarketing bears to the commissions and fees received by the Remarketing Agent in connection with such Remarketing.

(c)

The relative fault of the Trust and the Administrator on the one hand and the Remarketing Agent on the other hand shall be determined by reference to, among other things, the responsibility under this Agreement of the applicable party for any act or failure to act relating to the losses, liabilities, claims, damages or expenses incurred or, in the case of any losses, liabilities, claims, damages or expenses arising out of any untrue or alleged untrue statement of a material fact contained in any of the Remarketing Materials or the omission or alleged omission to state a material fact therefrom, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Trust or the Administrator or by the Remarketing Agent and the parties’ relative intent, knowledge, access to information and opportunit y to correct or prevent such statement or omission.

(d)

The Administrator and the Remarketing Agent agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 10.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such act or failure to act or untrue or alleged untrue statement or omission or alleged omission.

(e)

Notwithstanding the provisions of this Section 10, the Remarketing Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes remarketed by it and resold to investors were sold to investors exceeds the amount of any damages which any of the Remarketing Agent would have otherwise been required to pay by reason of any act or failure to act for which it is responsible under this Agreement or any untrue or alleged untrue statement or omission or alleged omission.

(f)

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  

(g)

For purposes of this Section 10, each Person, if any, who controls the Remarketing Agent within the meaning of Section 20 of the 1934 Act shall have the same rights to contribution as the Remarketing Agent, and each director of the Administrator and each of its officers, and each Person, if any, who controls the Administrator within the meaning of Section 20 of the 1934 Act shall have the same rights to contribution as the Administrator.  

(h)

The obligations of the Remarketing Agent in this Section 10 to contribute are several in proportion to their respective Remarketing obligations with respect to the Notes and not joint.

11.

Termination of this Agreement.  Subject (i) to Section 3 of this Agreement relating to the payment of fees and expenses, (ii) to Sections 9 and 10 of this Agreement relating to indemnification and contribution and (iii) to any claims under this Agreement arising out of or relating to any Remarketing prior to termination, this Agreement shall terminate as to the Remarketing Agent on the effective date of the removal or resignation of such Remarketing Agent pursuant to Section 4 of this Agreement.  

12.

Remarketing Agent’s Performance and Duty of Care.  The duties and obligations of the Remarketing Agent under this Agreement shall be determined solely by the express provisions of this Agreement and the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be.  No Noteholder or Beneficial Owner of any Note will have any rights or claims against the Remarketing Agent as a result of the Remarketing Agent not purchasing that Note.

13.

GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.

14.

Term of Agreement.  Unless otherwise terminated in accordance with the provisions of this Agreement, this Agreement shall remain in full force and effect from the date of this Agreement until the first day thereafter on which no Notes are Outstanding.

15.

Successors and Assigns.  

(a)

The rights and obligations of the Trust may not be assigned or delegated to any other Person without the prior written consent of the Remarketing Agent.  The rights and obligations of the Administrator under this Agreement may be assigned or delegated to any successor Administrator under the Administration Agreement upon prior notice to the Remarketing Agent.  The rights and obligations of the Remarketing Agent under this Agreement may be assigned or delegated to any Affiliate thereof without the consent of the Trust or the Administrator, and to any other Person with the prior written consent of the Administrator.  This Agreement shall inure to the benefit of and be binding upon the Trust, the Administrator and the Remarketing Agent and their respective successors and assigns.  The terms “successors” and “assigns” shall not include any purchaser of any Notes merely because of such purchase.  The Administrator may appoint additional remarketing agents, which the Remarketing Agent may join in this Agreement or a separate agreement in form and substance substantially similar to this Agreement.  

(b)

Notwithstanding anything to the contrary in Section 15(a) and Sections 9 and 10 of this Agreement, in the event the rights and obligations of the Administrator under this Agreement are assigned to any successor Administrator under the Administration Agreement as provided in Section 15(a), and the Remarketing Agent receives notice of such assignment during the period on or after the 15th Business Day prior to a Remarketing Terms Determination Date, then, unless the Remarketing Agent consents to such assignment, for purposes of the indemnification and contribution provisions set forth in Sections 9 and 10 of this Agreement, the then-current Administrator under this Agreement shall remain obligated under the terms of Sections 9 and 10 of this Agreement in respect of the Remarketing effected or Failed Remarketing in respect of such Remarketing Terms Determination Date.  

16.

Headings.  Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement.

17.

Severability.  If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provision of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

18.

Counterparts.  This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

19.

Amendments.  This Agreement may be amended by any instrument in writing signed by each of the parties to this Agreement.

20.

Notices.  Unless otherwise specified, any notices, requests, consents or other communications given or made under this Agreement or pursuant to this Agreement shall be made in writing or transmitted by any standard form of telecommunication or by telephone and confirmed in writing.  All written notices shall be deemed to be validly given or made, if delivered by hand, when so delivered, or if mailed, when mailed registered or certified mail, return receipt requested and postage prepaid.  All notices by telecommunication (including telephone and facsimile) shall be deemed to be validly given or made when received.  All such notices, requests, consents or other communications shall be addressed as follows:

if to the Administrator or the Trust:

Sallie Mae, Inc., as Administrator
SLM Student Loan Trust 2005-7
12061 Bluemont Way
V3419

Reston, Virginia 20190
Facsimile:      (703) 984-5655
Attention: J. Lance Franke, Senior Vice President

if to Merrill Lynch:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

250 Vesey Street

New York,  New York 10080

Attention:  Colin Bennett

or to such other address as any of the above shall specify to the other in writing.

21.

Benefit.  Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any Person other than (i) the parties to this Agreement and, (ii) with respect to the terms of Section 9, (A) any indemnified party set forth in Section 9(a), and (B) the Depositor, the Persons in clauses (A) and (B) being deemed to be third-party beneficiaries of this Agreement to the extent provided in this Agreement, any remedy or claim under or by reason of this Agreement or any term, covenant or condition of this Agreement, all of which shall be for the sole and exclusive benefit of the parties.

22.

No Petition.  Each of the Remarketing Agent and the Administrator hereby covenants and agrees that it shall not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar laws in connection with any obligations relating to the Notes, the Indenture or this Agreement.  The foregoing shall not limit the rights of any party to this Agreement to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Trust by any Person other than the Remarketing Agent or the Administrator.

23.

No Recourse.  Notwithstanding anything contained herein to the contrary, this Agreement has been signed by The Bank of New York Trust Company, N.A., not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Trust and in no event shall The Bank of New York Trust Company, N.A., in its individual capacity or in its capacity as Eligible Lender Trustee, or any officer, director, employee or agent thereof, except as expressly provided in the Trust Agreement, have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust or the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Trust.

IN WITNESS WHEREOF, each of the Trust, the Administrator and the Remarketing Agent has caused this Agreement to be executed in its name and on its behalf by one of its duly authorized officers as of the date first above written.

SLM STUDENT LOAN TRUST 2005-7

By:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

not in its individual capacity but solely as

Eligible Lender Trustee

By: /s/ Michael G. Ruppel

Name:  Michael G. Ruppel

Title:   Vice President

SALLIE MAE, INC.

as Administrator

By: /s/ Mark W. Daly

Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: /s/ Colin Bennett

Authorized Signatory

APPENDIX A

Definitions and Usage, Series 2005-7

APPENDIX B

Remarketing Agency Agreement

[to be executed on the applicable Remarketing Terms Determination Date]

REMARKETING AGENCY AGREEMENT

REMARKETING AGENCY AGREEMENT, dated as of _________, (this “Agreement”) by and among SLM Student Loan Trust 2005-7 (the “Trust”), Sallie Mae, Inc. (the “Administrator”) and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).  The Remarketing Agents, in consultation with the Administrator, hereby establish the terms for the Class A-3 Reset Rate Notes (the “Notes”) described below with respect to the “Reset Date” on ________, in accordance with the terms hereof and of the Remarketing Agreements, dated as of August 11, 2005 and April 2, 2008 (the “Remarketing Agreements”), the terms of which are hereby incorporated by reference and made a part hereof.

The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the validly tendered Notes at a price equal to 100% of the aggregate principal amount so tendered.  There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing.  The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price.  The option of the Remarketing Agents to purchase tendered Notes from the tendering Class A-3 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreements.

All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreements.  

CERTAIN TERMS OF THE NOTES

Trust:	SLM Student Loan Trust 2005-7
Remarketing Agents and Addresses:	Banc of America Securities LLC Global Asset Backed Securitization 214 North Tryon St. NC1-027-21-04 Charlotte, NC 28255 Deutsche Bank Securities Inc. 60 Wall Street, 19th Floor New York, New York 10005 Merrill Lynch, Pierce, Fenner & Smith Incorporated 250 Vesey Street New York,  New York 10080
Title of Notes:	Class A-3 Reset Rate Notes
Title of Indenture:	Indenture, dated as of August 1, 2005, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
Eligible Lender Trustee:	The Bank of New York Trust Company, N.A.
Indenture Trustee:	Deutsche Bank Trust Company Americas
Current Ratings:
Moody’s Investors Service, Inc.:	Aaa
Standard & Poor’s Ratings Services:	AAA
Fitch Ratings:	AAA
Weighted average life of the Notes under several assumed prepayment scenarios:
Remarketing Terms Determination Date:	April 15, 2008
Hold Notice Date:	April 17, 2008
Spread Determination Date:	April 22, 2008
Reset Date:	April 25, 2008
Reset Period and next succeeding Reset Date:	N/A
Interest Rate Mode:
[X] Floating Rate Mode:
Index:	Three-Month LIBOR
Interval between Interest Rate Change Dates:
Interest Rate Determination Date(s):
[  ] Fixed Rate Mode:
Fixed Rate Pricing Benchmark: Whether principal amortizes periodically or is paid at end of Reset Period
Currency Denomination:
[  ] Foreign Exchange Mode:
Minimum Denominations and additional increments:
Interest Distribution Dates:
Principal Distribution Date(s):
Priority of Principal Payments – of both classes of Notes are successfully remarketed on the same Reset Date, whether there will be a change in the relative priorities of the Notes with respect to the right to receive payments of principal
Swap Agreement(s): [  ] Currency Swap Agreement:	[  ] Yes [  ] No
[  ] Interest Rate Swap Agreement:
Eligible Swap Counterparties from which Bids will be Solicited:
All Hold Rate (Spread for floating or fixed rate, as applicable):
Day Count Basis:	Actual/360
Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes, payable except in the case of a Failed Remarketing):
Wire Instructions:
Other:

The foregoing terms are hereby confirmed and agreed to as of this ____ day of _________.

SLM STUDENT LOAN TRUST 2005-7

By:

The Bank of New York Trust Company, N.A.,

not in its individual capacity but solely as

Eligible Lender Trustee

By:

Name:  
Title:

SALLIE MAE, INC., as Administrator

By:

Authorized Signatory

BANC OF AMERICA SECURITIES LLC

By:

Name:  
Title:

DEUTSCHE BANK SECURITIES INC.

By:

Name:  
Title:

By:

Name:  
Title:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

Name:  
Title:

APPENDIX C

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT

[to be executed on the applicable Spread Determination Date]

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of _______ (this “Agreement”) by and among SLM Student Loan Trust 2005-7 (the “Trust”), Sallie Mae, Inc. (the “Administrator”) and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).  The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Class A-3 Reset Rate Notes (the “Notes”) described below that have been validly tendered by the holders thereof for sale on the _____________ (the “Reset Date”) at a price equal to 100% of the aggregate principal amount so tendered in accordance with the terms hereof and of the Remarketing Agreements, dated as of August 11, 2005 and April 2, 2008 (the “Remarketing Agreements 8;) and the Remarketing Agency Agreement dated as of ____________ (the “Remarketing Agency Agreement”), among the Trust, the Administrator and the Remarketing Agents, the terms of which are hereby incorporated by reference and made a part hereof.  There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing.

The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price.  The option of the Remarketing Agents to purchase tendered Notes from the tendering Class A-3 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreements.

All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.  

CERTAIN TERMS OF THE NOTES

Trust:	SLM Student Loan Trust 2005-7
Remarketing Agents and Addresses:	Banc of America Securities LLC Global Asset Backed Securitization 214 North Tryon St. NC1-027-21-04 Charlotte, NC 28255 Deutsche Bank Securities Inc. 60 Wall Street, 19th Floor New York, New York 10005 Merrill Lynch, Pierce, Fenner & Smith Incorporated 250 Vesey Street New York,  New York 10080
Title of Notes:	Class A-3 Reset Rate Notes
Principal Amount of Notes to be Remarketed:	$_________
Title of Indenture:	Indenture dated as of August 1, 2005 as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee
Eligible Lender Trustee:	The Bank of New York Trust Company, N.A.
Indenture Trustee:	Deutsche Bank Trust Company Americas
Current Ratings:
Moody’s Investors Service, Inc.:	Aaa
Standard & Poor’s Ratings Services:	AAA
Fitch Ratings:	AAA
Interest Rate Mode:
[X] Floating Rate Spread:
[  ] Fixed Rate Spread:
Yield to Maturity of Fixed Rate Pricing Benchmark:
Fixed Rate:
The Eligible Swap Counterparty (or Counterparties) and the floating rate (or rates) of interest payable by the Trust to each Eligible Swap Counterparty (or Counterparties):
Currency Denomination:
Currency Exchange Rate:
Extension Rate:
All Hold Rate:
New Interest Rate:	As determined by application of the provisions set forth herein and in the Remarketing Agreement and Remarketing Agency Agreement.
Beneficial Owner Tender Provisions:	As set forth in the Remarketing Prospectus dated ________.  In the event that the Remarketing Agents fail to remarket all Class A-3 Notes validly tendered for remarketing on the Reset Date, then the Remarketing Agents shall promptly notify the Administrator and the Indenture Trustee of such failure.
Failed Remarketing Rate:
Form of Notes:	Global certificate registered in the name of the nominee of the applicable depository of the Notes, which is DTC, Clearstream, Luxembourg or Euroclear.  The beneficial owners of the Notes (“Beneficial Owners”) are not entitled to receive definitive certificates representing their Notes, except under limited circumstances.  A Beneficial Owner’s ownership of a Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC, Clearstream, Luxembourg or Euroclear and that maintains such Beneficial Owner’s account.
Purchase Price:	100% of the principal amount of the tendered Notes. Payable to DTC, Clearstream, Luxembourg or Euroclear for the Beneficial Owners of tendered Notes.
Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes, payable except in the case of a Failed Remarketing):	As set forth in the Remarketing Agency Agreement.
Wire Instructions:
Other:
Closing:

The foregoing terms are hereby confirmed and agreed to as of this ___ day of  ______.

SLM STUDENT LOAN TRUST 2005-7

By:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

not in its individual capacity but solely

as Eligible Lender Trustee

By:

Name:
Title:

SALLIE MAE, INC.,

as Administrator

By:

Authorized Signatory

BANC OF AMERICA SECURITIES LLC

By:

Name:  
Title:

DEUTSCHE BANK SECURITIES INC.

By:

Name:  
Title:

By:

Name:  
Title:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

Name:  
Title:

By:

Name:  
Title:

APPENDIX D

RESET RATE NOTE PROCEDURES

APPENDIX E

REMARKETING FEE SCHEDULE

Maximum Remarketing Fees

The maximum remarketing fees payable to the Remarketing Agents in respect of each Reset Date shall be:

AVERAGE LIFE (Duration of Applicable Reset Period)	PERCENTAGE OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE NOTES (bps)
[3 months	5.00
6 months	10.00
9 months	12.00
1 year	17.00
2 years	20.00
3 years	20.00
4 years	22.50
5 years	22.50
6 years	25.00
7 years	25.00
8 years	25.00
9 years	35.00
10 years	35.00]

EX-99.3

REMARKETING AGENCY AGREEMENT

REMARKETING AGENCY AGREEMENT, dated as of April 15, 2008, (this “Agreement”) by and among SLM Student Loan Trust 2005-7 (the “Trust”), Sallie Mae, Inc., as administrator (the “Administrator”), Banc of America Securities LLC and Deutsche Bank Securities Inc. (each, a “Lead Remarketing Agent”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Co-Remarketing Agent” and, collectively with the Lead Remarketing Agents, the “Remarketing Agents”).  The Remarketing Agents, in consultation with the Administrator, hereby establish the terms for the Class A-3 Reset Rate Notes (the “Notes”) described below with respect to the “Reset Date” on April 25, 2008, in accordance with the terms hereof and of the Remarketing Agreement, dated as of August 11, 2005, among the Trust, the Administrator and the L ead Remarketing Agents (the “Lead Remarketing Agreement”), and the Remarketing Agreement, dated as of April 2, 2008, among the Trust, the Administrator and the Co-Remarketing Agent (the “Co-Remarketing Agreement” and together with the Lead Remarketing Agreement, the “Remarketing Agreements”), the terms of which are hereby incorporated by reference and made a part hereof.  Pursuant to Section 2 of the Co-Remarketing Agreement, the Co-Remarketing Agent was appointed a Remarketing Agent for the Notes, and the Lead Remarketing Agents hereby consent to such appointment.  

The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the validly tendered Notes at a price equal to 100% of the aggregate principal amount so tendered.  There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing.  The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price.  The option of the Remarketing Agents to purchase tendered Notes from the tendering Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreements.  

Each Remarketing Agent represents and agrees that:

(a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and it has not offered or sold and will not offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect acquire, hold, manage or dispose of investments (as principal or agent) for purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”);

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of Section 21 of the FSMA, received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

The parties hereto agree that the term “Remarketing Prospectus” as it is used in each of the Remarketing Agreements refers to any “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended, provided to the Remarketing Agents by the Trust for use in connection with the remarketing of the Notes, including for the avoidance of doubt, the Preliminary Remarketing Free-Writing Prospectus for the Notes, dated April 3, 2008.

All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreements.

CERTAIN TERMS OF THE NOTES

Trust:	SLM Student Loan Trust 2005-7
Lead Remarketing Agents and Addresses:	Banc of America Securities LLC Mail Code: NY1-301-02-01 9 West 57th Street New York, New York 10019
	Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
Co-Remarketing Agent and Address:	Merrill Lynch, Pierce, Fenner & Smith   Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, New York 10080
Title of Notes:	Class A-3 Reset Rate Notes
Title of Indenture:	Indenture dated as of August 1, 2005, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee
Eligible Lender Trustee:	The Bank of New York Trust Company N.A., as successor eligible lender trustee to Chase Bank USA, National Association
Indenture Trustee:	Deutsche Bank Trust Company Americas
Current Ratings:
Moody’s Investors Service, Inc.:	Aaa
Standard & Poor’s Ratings Services:	AAA
Fitch Ratings:	AAA
Expected weighted average life of the Notes at 100% CLR:	5.5 years (based on assumptions in the Preliminary Remarketing Prospectus Supplement)
Remarketing Terms Determination Date:	April 15, 2008
Hold Notice Date:	April 17, 2008
Spread Determination Date:	April 22, 2008
Reset Date:	April 25, 2008
Reset Period and next succeeding Reset Date:	Absent a failed remarketing or an exercise of the related call option on or before the April 25, 2008 Reset Date, there will be no subsequent reset dates
Interest Rate Mode:
[x] Floating Rate Mode:
Index:	Three-Month LIBOR
Interval between Interest Rate Change Dates:	Quarterly – from each Distribution Date through the day before the next Distribution Date
Interest Rate Determination Date(s):	Second New York and London Business Day before Distribution Date
[  ] Fixed Rate Mode:	N/A
Fixed Rate Pricing Benchmark:	N/A
Swap Agreement(s):	[  ] Yes [x] No
Spread:	TBD
Eligible Swap Counterparties from which Bids will be Solicited:	N/A
All Hold Rate (Spread for floating or fixed rate, as applicable):	Three-Month LIBOR plus 1.20%
Day-count Basis:	Actual/360
Distribution Dates:	25th of each January, April, July and October (subject to next business day convention)
Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes, plus the additional fee payable by SLM Corporation, payable except in the case of a Failed Remarketing):	0.225%
Wiring Instructions:	To be furnished by Banc of America Securities LLC
Other:	The Class A-3 Reset Rate Notes will be remarketed using a preliminary remarketing free-writing prospectus, as superseded by a preliminary remarketing prospectus supplement, both as furnished by the Administrator.

The foregoing terms are hereby confirmed and agreed to as of this 15th day of April, 2008.

SLM STUDENT LOAN TRUST 2005-7

By:

THE BANK OF NEW YORK TRUST     COMPANY, N.A.,

not in its individual capacity but solely as

Eligible Lender Trustee

By: /S/ MICHAEL G. RUPPEL                                 

Name:  Michael G. Ruppel

Title: Vice President

SALLIE MAE, INC.,

as Administrator

By: /S/ MARK W. DALY                                          

Authorized Signatory

BANC OF AMERICA SECURITIES LLC

By: /S/ M. T. BROWN                                                

Authorized Signatory

DEUTSCHE BANK SECURITIES INC.

By: /S/ PAUL VAMBUTAS                                     

Authorized Signatory

By: /S/ MARIA CONSUELO BATE                       

Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED

By: /S/ COLIN BENNETT                                          

Authorized Signatory

EX-99.4

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of April 22, 2008, (this “Agreement”) by and among SLM Student Loan Trust 2005-7 (the “Trust”), Sallie Mae, Inc., as administrator, (the “Administrator”), Banc of America Securities LLC and Deutsche Bank Securities Inc. (each, a “Lead Remarketing Agent”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Co-Lead Remarketing Agent”, and, collectively with the Lead Remarketing Agents, the “Remarketing Agents”).   The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Class A-3 Reset Rate Notes (the “Notes”) described below that have been validly tendered by the holders thereof for sale on April 25, 2008 (the “Reset Date”) at a price equal to 100% of the aggregate principal amount so tendered in accordance with the terms hereof and o f the Remarketing Agreement, dated as of August 11, 2005, among the Trust, the Administrator and the Lead Remarketing Agents (the “Lead Remarketing Agreement”), and the Remarketing Agreement, dated as of April 2, 2008, among the Trust, the Administrator and the Co-Lead Remarketing Agent (the “Co-Lead Remarketing Agreement” and together with the Lead Remarketing Agreement, the “Remarketing Agreements”) and the Remarketing Agency Agreement dated as of April 15, 2008 (the “Remarketing Agency Agreement”), each among the Trust, the Administrator and the Remarketing Agents, the terms of which are hereby incorporated by reference and made a part hereof.  There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing.

The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price.  The option of the Remarketing Agents to purchase tendered Notes from the tendering Class A-3 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreements.

All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreements.  

CERTAIN TERMS OF THE NOTES

Trust:	SLM Student Loan Trust 2005-7
Lead Remarketing Agents and Addresses:	Banc of America Securities LLC Mail Code:  NY1-301-02-01 9 West 57th Street New York, New York 10019
	Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
Co-Lead Remarketing Agent and Address:	Merrill Lynch, Pierce, Fenner & Smith   Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, New York 10080
Title of Notes:	Class A-3 Reset Rate Notes
Principal Amount of Notes to be Remarketed:	$266,000,000 of Class A-3 Notes
Title of Indenture:	Indenture dated as of August 1, 2005, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee
Eligible Lender Trustee:	The Bank of New York Trust Company N.A., as successor eligible lender trustee to Chase Bank USA, National Association
Indenture Trustee:	Deutsche Bank Trust Company Americas
Current Ratings:
Moody’s Investors Service, Inc.:	Aaa
Standard & Poor’s Ratings Services:	AAA
Fitch Ratings:	AAA
Interest Rate Mode:
[X]  Floating Rate Spread: plus 1.35%	Three-Month LIBOR
[   ] Fixed Rate Spread:	N/A N/A
Yield to Maturity of Fixed Rate Pricing Benchmark:	N/A
Fixed Rate:	N/A
The Eligible Swap Counterparty (or Counterparties) and the floating rate (or rates) of interest payable by the Trust to each Eligible Swap Counterparty (or Counterparties):	N/A
All Hold Rate:	Three-Month LIBOR plus 1.20%
New Interest Rate:	As determined by application of the provisions set forth herein and in the Remarketing Agreements and Remarketing Agency Agreement.
Beneficial Owner Tender Provisions:	As set forth in the Remarketing Prospectus Supplement dated April 22, 2008.  In the event that the Remarketing Agents fail to remarket all Class A-3 Notes validly tendered for remarketing on the Reset Date, then the Remarketing Agents shall promptly notify the Administrator and the Indenture Trustee of such failure.
Form of Notes:	Global certificate registered in the name of the nominee, which currently is Cede & Co., of the depository of the Notes, which is DTC.  The beneficial owners of the Notes (“Beneficial Owners”) are not entitled to receive definitive certificates representing their Notes, except under limited circumstances.  A Beneficial Owner’s ownership of a Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC and that maintains such Beneficial Owner’s account.
Purchase Price:	100% of the principal amount of the tendered Notes. Payable to DTC for the Beneficial Owners of tendered Notes.
Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes (unless otherwise noted), payable except in the case of a Failed Remarketing):	0.225% of the outstanding principal amount of the Notes payable pro rata to the Remarketing Agents and 0.125% of $246,000,000 payable to Banc of America Securities LLC.
Wiring Instructions:	Bank Name:             Bank of America, NA ABA Number:         0260-0959-3 Account Name:       Banc of America Securities LLC Account Number:    3750672743 Ref:                          SLM 2005-7 Class A3 Remarketing                                 Fee
Closing:	April 25, 2008

The foregoing terms are hereby confirmed and agreed to as of this 22^nd day of  April 2008.

SLM STUDENT LOAN TRUST 2005-7

By:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

not in its individual capacity but solely on behalf of the Trust as Eligible Lender Trustee

By: /S/ MICHAEL G. RUPPEL

Name: Michael G. Ruppel

Title: Vice President

SALLIE MAE, INC.,

as Administrator

By: /S/ MARK W. DALY

Authorized Signatory

BANC OF AMERICA SECURITIES LLC

By: /S/ M.T. BROWN

Authorized Signatory

DEUTSCHE BANK SECURITIES INC.

By: /S/ MARIA CONSUELO BATE

Authorized Signatory

By: /S/ RANDAL JOHNSON

Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: /S/ COLIN BENNETT

Authorized Signatory