CLASS A-6B AND CLASS A-6C NOTES (Form 8-K)

CLASS A-6B AND CLASS A-6C NOTES

SLM Student Loan Trust 2006-5

Issuing Entity

Navient Funding, LLC

Depositor

Navient Solutions, LLC

Sponsor, Servicer and Administrator

Student Loan-Backed Notes

The remarketing agent is remarketing, on behalf of SLM Student Loan Trust 2006-5, the class A-6B notes (the "class A-6B notes") and the class A-6C notes (the "class A-6C notes"). The class A-6B and class A-6C notes were originally issued by the trust on June 21, 2006. If successfully remarketed on April 25, 2025, the class A-6B and class A-6C notes will have the following terms:

All existing class A-6B and class A-6C noteholders are hereby advised that if you want to retain your class A-6B or class A-6C notes, you are required to submit a hold notice prior to 12:00 p.m. (noon), New York City time, on April 22, 2025, to the remarketing agent. Otherwise your notes will be deemed to have been tendered for remarketing.

Neither the class A-6B nor the class A-6C notes have 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 this free-writing prospectus. Any representation to the contrary is a criminal offense.

You should consider carefully the risk factors on page 22 of this free-writing prospectus.

We are not offering the class A-6B or class A-6C 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 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 trust relies on an exclusion or exemption from the Investment Company Act of 1940 contained in rule 3a-7 under the Investment Company Act of 1940, although there may be additional exclusions or exemptions available to the trust. The trust was structured so as not to constitute a "covered fund" for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free-writing prospectus).

Remarketing Agent

BofA Securities

April , 2025

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REMARKETING TERMS SUMMARY

On April 25, 2025 (absent a Failed Remarketing, or the exercise by Navient Corporation or one of its wholly-owned subsidiaries of its call option), the class A-6B and class A-6C notes will be reset from their current terms to the following terms, which terms will be applicable until the next reset date for the class A-6B and class A-6C notes (definitions for certain capitalized terms may be found in the Glossary at the end of this free-writing prospectus):

The remarketing agent may be contacted as follows:

BofA Securities, Inc.

One Bryant Park, 11^th Floor

New York, New York 10036

Attention: Thomas Carley

Telephone: 646-855-9095

Email: thomas.carley@bofa.com

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INTRODUCTION

The Student Loan-Backed Notes issued by SLM Student Loan Trust 2006-5 consist of the class A-6B and class A-6C notes (the "reset rate notes"), the class A-1, class A-2, class A-3, class A-4, class A-5 and class A-6A notes (collectively referred to as the "floating rate class A notes" and together with the reset rate notes, the "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 free-writing prospectus (referred to as the "free-writing prospectus"), the class A-1 notes, the class A-2 notes, the class A-3 notes, the class A-4 notes and class A-5 notes have been paid in full and are no longer outstanding. None of the classes of notes other than the class A-6B and class A-6C notes (collectively referred to as the "other notes") are being offered under this free-writing prospectus. Any information contained herein with respect to the other notes is provided only to present a better understanding of the class A-6B and class A-6C notes. The class A-6B and class A-6C notes were originally offered for sale pursuant to the prospectus supplement, dated June 9, 2006 and the related prospectus, dated June 1, 2006.

BofA Securities, Inc. is serving as the remarketing agent (in such capacity, the "remarketing agent") for the class A-6B and class A-6C notes.

The notes were issued on June 21, 2006 (referred to as the "closing date"), are obligations of an issuing entity known as SLM Student Loan Trust 2006-5 (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"). The "initial reset date" for the class A-6B notes was January 25, 2018. A failed remarketing was declared with respect to the class A-6B notes and its initial reset date and each subsequent reset date. Pursuant to the terms of these failed remarketings, (i) the holders of the class A-6B notes were required to retain their notes, (ii) the class A-6B notes were reset to bear interest at the failed remarketing rate, which is an annual rate equal to the SOFR Rate plus 0.75% and (iii) a three-month reset period ending on the next quarterly distribution date was established. The initial reset date for the class A-6C notes was April 25, 2018. A failed remarketing was declared with respect to the class A-6C notes on April 25, 2018 reset date. Pursuant to the terms of this failed remarketing, (i) the holders of the class A-6C notes were required to retain their notes, (ii) the class A-6C notes were reset to bear interest at the failed remarketing rate, which is currently an annual rate equal to the SOFR Rate plus 0.75% and (iii) a three-month reset period ending on the next quarterly distribution date was established. We refer to the April 25, 2025 reset date as the "current reset date" in this free-writing prospectus. If the class A-6B or class A-6C notes are successfully remarketed on the current reset date, interest will accrue on such class of notes at the rate specified in the summary of this free-writing prospectus and will be calculated based on the actual number of days elapsed in each accrual period and a 360-day year until their next reset date which will occur on July 25, 2025. Interest will accrue on the outstanding principal balance of the class A-6B and class A-6C notes during three-month accrual periods and will be paid on each distribution date. The first distribution date after the current reset date is scheduled to occur on July 25, 2025. Each accrual period will begin on a distribution date and end on the day before the next distribution date.

Investors in the class A-6B and class A-6C notes are strongly urged to keep in contact with the remarketing agent because notices and required information pertaining to the remarketing of the class A-6B and class A-6C notes sent to the clearing agencies by the administrator or the remarketing agent, as applicable, may not be communicated in a timely manner to the related beneficial owners.

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TABLE OF CONTENTS

Free-Writing Prospectus

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The class A-6B and class A-6C notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.

The class A-6B and class A-6C notes are currently listed on the Luxembourg Stock Exchange. You should consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent for the class A-6B and class A-6C notes, for additional information regarding their status.

This free-writing prospectus is not required to contain all information that is required to be included in the final prospectus supplement. The information in this free-writing prospectus is preliminary and is subject to completion or change. The information in this free-writing prospectus, if conveyed prior to the time of your commitment to purchase any class of notes, supersedes any information contained in any prior free-writing prospectus relating to the notes.

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NOTICES TO INVESTORS

EUROPEAN ECONOMIC AREA

THIS FREE-WRITING PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (AS AMENDED, THE "EU PROSPECTUS REGULATION").

THE CLASS A-6B AND CLASS A-6C NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE "EEA"). FOR THESE PURPOSES, AN "EU RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE EU PROSPECTUS REGULATION.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "EU PRIIPS REGULATION") FOR OFFERING OR SELLING THE CLASS A-6B AND CLASS A-6C NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CLASS A-6B AND CLASS A-6C NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION.

UNITED KINGDOM

THIS FREE-WRITING PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM ("UK") DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE "EUWA") (AS AMENDED, THE "UK PROSPECTUS REGULATION").

THE CLASS A-6B AND CLASS A-6C NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A "UK RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED; OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE "FSMA") AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97 (SUCH RULES OR REGULATIONS, AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE UK PROSPECTUS REGULATION.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (AS AMENDED, THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE CLASS A-6B AND CLASS A-6C NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CLASS A-6B AND CLASS A-6C NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

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IN THE UK, THIS FREE-WRITING PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED TO PERSONS WHO (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.) OF THE FINANCIAL PROMOTION ORDER OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS, "RELEVANT PERSONS").

IN THE UK, THIS FREE-WRITING PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS FREE-WRITING PROSPECTUS RELATES, INCLUDING THE CLASS A-6B AND CLASS A-6C NOTES, IS AVAILABLE IN THE UK ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN, IN THE UK, ONLY WITH RELEVANT PERSONS.

EUROPEAN ECONOMIC AREA INVESTORS AND UK INVESTORS

NONE OF THE SPONSOR, THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS NOR ANY OTHER PERSON WILL UNDERTAKE, OR INTENDS, TO RETAIN A MATERIAL NET ECONOMIC INTEREST IN THE SECURITIZATION CONSTITUTED BY THE ISSUANCE OF THE NOTES IN A MANNER THAT WOULD SATISFY THE REQUIREMENTS OF (A) REGULATION (EU) 2017/2402 (AS AMENDED, THE "EU SECURITIZATION REGULATION") OR (B) THE FRAMEWORK COMPRISING (I) THE SECURITISATION REGULATIONS 2024 (AS AMENDED, THE "SR 2024"), (II) THE SECURITISATION SOURCEBOOK OF THE HANDBOOK OF RULES AND GUIDANCE ADOPTED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA") OF THE UK (THE "SECN"), (III) THE SECURITISATION PART OF THE RULEBOOK OF PUBLISHED POLICY OF THE PRUDENTIAL REGULATION AUTHORITY OF THE BANK OF ENGLAND (THE "PRASR") AND (IV) RELEVANT PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE "FSMA") (IN EACH CASE AS AMENDED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME AND, COLLECTIVELY, THE "UK SECURITIZATION FRAMEWORK") OR TO TAKE ANY OTHER ACTION OR REFRAIN FROM TAKING ANY ACTION PRESCRIBED BY OR CONTEMPLATED IN THE EU SECURITIZATION REGULATION OR THE UK SECURITIZATION FRAMEWORK, OR FOR PURPOSES OF, OR IN CONNECTION WITH, COMPLIANCE BY ANY INVESTOR WITH THE DUE DILIGENCE REQUIREMENTS OF THE EU SECURITIZATION REGULATION OR THE UK SECURITIZATION FRAMEWORK OR BY ANY PERSON WITH THE REQUIREMENTS OF ANY OTHER LAW OR REGULATION NOW OR HEREAFTER IN EFFECT IN THE EUROPEAN UNION (THE "EU"), THE EEA OR THE UK IN RELATION TO RISK RETENTION, DUE DILIGENCE AND MONITORING, CREDIT GRANTING STANDARDS, TRANSPARENCY OR ANY OTHER CONDITIONS WITH RESPECT TO INVESTMENTS IN SECURITIZATION TRANSACTIONS.

CONSEQUENTLY, THE CLASS A-6B AND CLASS A-6C NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ANY PERSON THAT IS NOW OR MAY IN THE FUTURE BE SUBJECT TO ANY REQUIREMENT OF THE EU SECURITIZATION REGULATION OR THE UK SECURITIZATION FRAMEWORK. AS A RESULT, THE PRICE AND LIQUIDITY OF THE CLASS A-6B AND CLASS A-6C NOTES IN THE SECONDARY MARKET MAY BE ADVERSELY AFFECTED.

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FOR ADDITIONAL INFORMATION REGARDING THE EU SECURITIZATION REGULATION AND THE UK SECURITIZATION FRAMEWORK, SEE "RISK FACTORS -THE NOTES MAY NOT BE A SUITABLE INVESTMENT FOR EU AND UK INSTITUTIONAL INVESTORS SUBJECT TO THE EU OR UK DUE DILIGENCE REQUIREMENTS."