Filed Pursuant to Rule 433

NAVIENT FUNDING, LLC  HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES.  BEFORE YOU INVEST, YOU SHOULD READ THE REGISTRATION STATEMENT AND THE OTHER DOCUMENTS NAVIENT FUNDING, LLC HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT NAVIENT FUNDING, LLC AND THIS OFFERING.  YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.

 

The remarketing agent is remarketing, on behalf of SLM Student Loan Trust 2005-8, the class A-4 notes (the “class A-4 notes”).  The class A-4 notes were originally issued by the trust on September 20, 2005.  If successfully remarketed on January 25, 2017, the class A-4 notes will have the following terms:

Class		Outstanding Principal Amount		Interest Rate		Price		Next Reset Date		Legal Maturity Date
Class A-4 Notes		$357,102,146.58**		3-month LIBOR plus 55%		100%		N/A**		January 25, 2028

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* Includes $63,196,539.58 principal amount of the class A-4 notes for which hold notices were tendered.

**  Reflects the projected balance after the occurrence of the distribution date on January 25, 2017.

***  Absent a failed remarketing, there will be no subsequent reset dates for the class A-4 notes.

The class A-4 notes have not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this remarketing or the accuracy or adequacy of the final remarketing prospectus. Any representation to the contrary is a criminal offense.

We are not offering the Class A-4 notes in any state or other jurisdiction where the offer is prohibited.

This document constitutes a “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended.

 

The notes are asset-backed securities issued by and are obligations of the issuing entity, which is a trust.  They are not obligations of or interests in Navient Corporation, the sponsor, the remarketing agent, the depositor, any seller of loans to the depositor, the administrator, the servicer or any of their respective affiliates.

The notes are not guaranteed or insured by the United States or any governmental agency.

The Information in this Free-Writing Prospectus

The information contained herein refers to and supplements certain of the information contained in the final remarketing prospectus, dated January 20, 2017 (the “final remarketing prospectus”).  Capitalized terms not defined herein shall have the meanings ascribed to such terms in the final remarketing prospectus.

Ratings of the Notes

It is a condition to the remarketing of the class A-4 notes that they be rated at least “AAAsf” by Fitch, Inc., also known as Fitch Ratings (“Fitch”),  “Aaa (sf)” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA (sf)” by S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

A rating addresses only the likelihood of the timely payment of stated interest and the payment of principal at final maturity, and does not address the timing or likelihood of principal distributions prior to final maturity.

 

 

 

SLM Student Loan Trust 2005-8

Issuing Entity

$357,102,147 Floating Rate Class A-4 Student Loan-Backed Notes

Navient Funding, LLC

Depositor

Navient Solutions, Inc.

Sponsor, Servicer and Administrator

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Merrill Lynch, Pierce, Fenner & Smith Incorporated

Remarketing Agent

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January 20, 2017