Remarketing Prospectus Supplement Relating to the Remarketing of $327,970,000
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REMARKETING PROSPECTUS SUPPLEMENT RELATING TO THE REMARKETING OF $327,970,000 CLASS A-5B NOTES SLM Student Loan Trust 2005-6 Issuing Entity SLM Funding LLC Depositor Sallie Mae, Inc. Sponsor, Servicer and Administrator Student Loan-Backed Notes The remarketing agents are remarketing, on behalf of SLM Student Loan Trust 2005-6, the class A-5B notes (the “class A-5B notes”). The class A-5B notes were originally issued by the trust on July 27, 2005. If successfully remarketed, the class A-5B notes will have the following terms: Outstanding Legal Maturity Class Principal Amount Interest Rate Price Next Reset Date* Date Class A-5B Notes .... $329,000,000 3-month LIBOR plus 1.20% 100.00% N/A July 27, 2026 * Absent a failed remarketing or an exercise of the related call option on or before the July 25, 2008 reset date, there will be no subsequent reset dates for the class A-5B notes. Other than as provided herein, no person has been authorized to give any information or to make any representations other than those contained in this remarketing prospectus supplement and, if given or made, such information or representations must not be relied upon. This remarketing prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the class A-5B notes nor an offer of such securities to any person in any state or other jurisdiction in which it is unlawful to make such offer or solicitation. The delivery of this remarketing prospectus supplement at any time does not imply that the information herein is correct as of any time after its date. All existing class A-5B noteholders are hereby advised that if you wanted to retain your class A-5B notes, you were required to submit a hold notice prior to 12:00 noon, New York City time, on July 17, 2008, to one of the remarketing agents. Failure to deliver such notice has resulted in your notes being deemed to have been tendered for remarketing. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the class A-5B notes, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this remarketing prospectus supplement. Any representation to the contrary is a criminal offense. The notes are asset-backed securities and are obligations of the issuing entity. They are not obligations of or interests in SLM Corporation, the sponsor, the depositor, any seller of loans to the depositor, the administrator, the servicer or any of their affiliates. The notes are not guaranteed or insured by the United States or any governmental agency. You should consider carefully the risk factors on page S-18 of this remarketing prospectus supplement and on page 20 of the base prospectus. Remarketing Agents Credit Suisse Merrill Lynch & Co. July 22, 2008 REMARKETING TERMS SUMMARY On July 25, 2008 (absent a failed remarketing, or the exercise by SLM Corporation or one of its wholly-owned subsidiaries of its call option), the class A-5B notes will be reset from their current terms to the following terms, which terms will be applicable until the final maturity date for the class A-5B notes (definitions for certain capitalized terms may be found in the Glossary at the end of this remarketing prospectus supplement): Class A-5B Notes Original principal amount $329,000,000 Current outstanding principal amount $329,000,000 Principal amount being remarketed(1) $327,970,000 Remarketing Terms Determination Date July 15, 2008 Notice Date(2) July 17, 2008 Spread Determination Date(3) On or before July 22, 2008 Current reset date July 25, 2008 All Hold Rate Three-Month LIBOR plus 0.75% Next applicable reset date(4) N/A Interest rate mode Floating Index Three-Month LIBOR(5) Spread Plus 1.20% Day-count basis Actual/360 Weighted average remaining life (6) ___________________ (1) Hold notices regarding $1,030,000 aggregate principal amount of the class A-5B notes were timely delivered and the related notes will be retained by the existing noteholders. All other class A-5B notes will be remarketed on the July 25, 2008 reset date. (2) Unless an existing class A-5B noteholder submitted a Hold Notice with respect to their class A-5B notes to one of the remarketing agents prior to 12:00 noon, New York City time, on the Notice Date, such notes were irrevocably deemed to have been tendered for remarketing. (3) The applicable spread was determined during the time period beginning at any time after 12:00 noon, New York City time, on the Notice Date and ending not later than 3:00 p.m., New York City time, on July 22, 2008. (4) Absent a failed remarketing or an exercise of the related call option on or before the July 25, 2008 reset date, there will be no subsequent reset dates for the class A-5B notes. (5) Three-month LIBOR will be reset, for each accrual period, two business days before the beginning of such accrual period (referred to as a “LIBOR determination date”) in accordance with the procedures set forth under “Additional Information Regarding the Notes—Determination of Indices—LIBOR” in the base prospectus. (6) The weighted average remaining life to maturity of the class A-5B notes at various assumed prepayment rates may be found in “Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Class A-5B Notes” attached as Exhibit I to this remarketing prospectus supplement. - i - The remarketing agents may be contacted as follows: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Attention: Tricia Hazelwood Kenneth Rosenberg Jeffrey Bell Telephone: 212-325-8549 E-mail: [email protected] [email protected] [email protected] Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, New York 10019 Attention: Brian Kane Telephone: 212-449-3660 E-mail: [email protected] - ii - INTRODUCTION The Student Loan-Backed Notes issued by SLM Student Loan Trust 2005-6 consist of the class A-5B notes (referred to as the “reset rate notes”) and the class A-1, class A-2, class A-3, class A-4, class A-5A, class A-6 and class A-7 notes (collectively referred to as the “floating rate class A notes”) and the class B notes (which, together with the floating rate class A notes, are referred to as the “floating rate notes” and the floating rate notes, together with the reset rate notes, are referred to as the “notes”). As of the date of this remarketing prospectus supplement (referred to as the “prospectus supplement”), the class A-1 and class A-2 notes have been paid in full and are no longer outstanding. None of the notes other than the class A-5B notes (collectively referred to as the “other notes”) are being offered under this prospectus supplement. Any information contained herein with respect to the other notes is provided only to present a better understanding of the class A-5B notes. The class A-5B notes were originally offered for sale pursuant to the prospectus supplement, dated July 20, 2005, as supplemented by the supplement to prospectus supplement, dated July 26, 2005, and the related prospectus, dated July 15, 2005. Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are serving as the remarketing agents (in such capacity, collectively, the “remarketing agents”) for the class A-5B notes. The notes were issued on July 27, 2005 (referred to as the original “closing date”), are obligations of an issuing entity known as SLM Student Loan Trust 2005-6 (referred to as the “trust”), and are secured by the assets of the trust, which consist primarily of a pool of consolidation student loans (the “trust student loans”). Principal of and interest on the notes are payable as described herein on the 25th day of each January, April, July and October or, if such day is not a business day, then on the next business day (each, a “distribution date”). July 25, 2008 is the initial “reset date” for the class A-5B notes. The first distribution date after the initial reset date is scheduled to occur on October 27, 2008. If successfully remarketed, interest will accrue on the class A-5B notes at the rate specified in the summary until their final maturity date. Interest will accrue on the outstanding principal balance of the class A-5B notes during three-month accrual periods and will be paid on each distribution date. Absent a failed remarketing with respect to the July 25, 2008 reset date, and until their final maturity date, interest on the class A-5B notes will be calculated based on the actual number of days elapsed in each accrual period and a 360-day year. Each accrual period will begin on a distribution date and end on the day before the next distribution date. Investors in the class A-5B notes are strongly urged to keep in contact with the remarketing agents because notices and required information pertaining to the remarketing of the class A-5B notes sent to the clearing agencies by the administrator or the remarketing agents, as applicable, may not be communicated in a timely manner to the related beneficial owners. - iii - SUMMARY OF PARTIES TO THE TRANSACTION* SLM Education Credit VG Funding, LLC** Finance Corporation** (Seller) (Seller) SLM Funding LLC** (Depositor) The Bank of New York Administration Mellon Trust of the Issuing Company, National Entity Association Sallie Mae, Inc.** (Eligible Lender (Sponsor, Trustee) Servicer and SLM Student Loan Trust 2005-6 Administrator) (Issuing Entity) Servicing of trust student Deutsche Bank Trust loans Company Americas (Indenture Trustee) Credit Suisse Securities Class A-1 Notes (USA) LLC Class A-2 Notes Class A-3 Notes Excess Merrill Lynch, Remarketing Class A-4 Notes Distribution Pierce, Fenner of Class A-5B Class A-5A Notes Certificate & Smith Notes Class A-5B Notes Incorporated Class A-6 Notes Class A-7 Notes (Remarketing Class B Notes Agents) * This chart provides only a simplified overview of the relations between the key parties to the transaction.