Date of Report (Date of Earliest Event Reported):
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August 14, 2014
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Delaware
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333-190926
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04-3480392
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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2001 Edmund Halley Drive, Reston, Virginia
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20191
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrant’s telephone number, including area code:
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703 984-5858
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Delaware
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333-190926-07
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04-3480392
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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c/o Deutsche Bank Trust Company Americas
60 Wall Street, 16th Floor
MS60-1625
New York, New York
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10005
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrant’s telephone number, including area code:
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703 984-5858
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits.
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5.1 Opinion of Bingham McCutchen LLP, as to legality of the Notes
5.2 Opinion of Richards, Layton & Finger, P.A., as to due authorization and enforceability of the Notes
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8.1 Opinion of Shearman & Sterling LLP, as to various tax matters
23.1 Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
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23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.3 Consent of Shearman & Sterling LLP (included in Exhibit 8.1)
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By: NAVIENT FUNDING, LLC
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Dated: August 14, 2014
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By:
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/s/ Mark D. Rein
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Name: Mark D. Rein
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Title: Vice President
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EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of Bingham McCutchen LLP, as to legality of the Notes
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5.2
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Opinion of Richards, Layton & Finger, P.A., as to due authorization and enforceability of the Notes
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8.1
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Opinion of Shearman & Sterling LLP, as to various tax matters
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23.1
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Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
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23.2
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Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
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23.3
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Consent of Shearman & Sterling LLP (included in Exhibit 8.1)
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Re:
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Navient Student Loan Trust 2014-5, Class A and Class B
Student Loan-Backed Notes
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(i)
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the enforceability of any obligation of the Trust or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other
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laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and
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(ii)
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the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
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Re:
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Navient Student Loan Trust 2014-5
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(a)
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The Trust Agreement;
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(b)
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The Funding Interim Trust Agreement, dated as of August 14, 2014, between the Depositor and Deutsche Bank Trust Company Americas, as interim eligible lender trustee (the “Interim Eligible Lender Trustee”);
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(c)
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The Blue Ridge Funding Interim Trust Agreement, dated as of August 14, 2014, between Blue Ridge Funding LLC and the Blue Ridge Funding Eligible Lender Trustee;
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(d)
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The VL Funding Interim Trust Agreement, dated as of August 14, 2014, between VL Funding LLC and the VL Funding Eligible Lender Trustee
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(the items listed in (b) through (d) above are hereinafter collectively referred to as the “Interim Trust Agreements”);
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(e)
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The Indenture, dated as of August 14, 2014 (the “Indenture”), among the Trust, as the issuer, the Eligible Lender Trustee and the Indenture Trustee;
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(f)
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The Administration Agreement, dated as of August 14, 2014, among Navient Solutions, Inc., as administrator (the “Administrator”), the Depositor, the Trust, the Master Servicer, the Indenture Trustee and the Eligible Lender Trustee;
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(g)
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The Servicing Agreement, dated as of August 14, 2014, by and among the Servicer, the Administrator, the Trust, the Indenture Trustee, and the Eligible Lender Trustee;
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(h)
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The XES Subservicing Agreement;
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(i)
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The Sale Agreement, dated as of August 14, 2014, among the Eligible Lender Trustee on behalf of the Trust, the Trust, the Interim Eligible Lender Trustee and the Depositor (the items listed in (e) through (i) above are hereinafter collectively referred to as the “Trust Documents”);
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(j)
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The Notes being issued today (the “Notes”);
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(k)
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A form of the Excess Distribution Certificate (the “Certificate”);
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(l)
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A certificate of the Eligible Lender Trustee;
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(m)
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A certified copy of the certificate of trust of the Trust which was filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on July 17, 2014 (the “Certificate of Trust”); and
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(n)
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A Certificate of Good Standing for the Trust, dated August 14, 2014, obtained from the Secretary of State.
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Deutsche Bank Trust Company Americas
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Blue Ridge Funding LLC
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Deutsche Bank National Trust Company
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VL Funding LLC
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Deutsche Bank Trust Company Delaware
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Deutsche Bank Securities Inc.
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Navient Funding, LLC
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J.P. Morgan Securities LLC
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Navient Solutions, Inc.
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Barclays Capital Inc.
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Navient Credit Finance Corporation
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Navient Student Loan Trust 2014-5
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Fitch Ratings, Inc.
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Moody’s Investors Service, Inc.
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(i)
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the Base Prospectus;
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(ii)
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the Preliminary Prospectus Supplement;
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(iii)
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the Initial Ratings FWP;
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(iv)
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the Exhibit I FWP;
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(v)
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the Replines FWP;
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(vi)
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the Prospectus Supplement;
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(vii)
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the Final Ratings FWP;
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(viii)
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the Registration Statement;
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(ix)
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the Trust Agreement;
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(x)
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the Funding Interim Trust Agreement;
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(xi)
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the Blue Ridge Funding Interim Trust Agreement;
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(xii)
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the VL Funding Interim Trust Agreement;
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(xiii)
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the Navient CFC Purchase Agreement;
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(xiv)
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the Blue Ridge Funding Purchase Agreement;
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(xv)
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the VL Funding Purchase Agreement;
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(xvi)
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the Sale Agreement;
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(xvii)
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the Servicing Agreement;
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(xviii)
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the Administration Agreement; and
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(xix)
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the Indenture.
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ACG
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KMG
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MJL
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Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
Navient Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Navient Solutions, Inc.
2001 Edmund Halley Drive
Reston, Virginia 20191
Blue Ridge Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
VL Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
Deutsche Bank National Trust Company
100 Plaza One
Jersey City, New Jersey 07311
Deutsche Bank Trust Company Americas
60 Wall Street, 16th Floor
MS60-1625
New York, New York 10005
Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington, Delaware 19805
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Barclays Capital Inc.
745 Seventh Avenue, 5th Floor
New York, New York 10019
Deutsche Bank Securities Inc.
60 Wall Street, 3rd Floor
New York, New York 10005
J.P. Morgan Securities LLC
383 Madison Avenue, 31st Floor
New York, New York 10179
Fitch Ratings, Inc.
33 Whitehall Street
New York, New York 10004
Moody’s Investors Service, Inc.
ABS Monitoring Department
7 World Trade Center
250 Greenwich Street
New York, New York 10007
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