-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HewPmw3K8lDUJyDk/tRp0+iKl4+eGD/DPpDEtxa1FhCFL5zRMhNMmww5x3eSirQM e/4CGslxFNp9DOzIau/nLA== 0000870156-08-000069.txt : 20080409 0000870156-08-000069.hdr.sgml : 20080409 20080409113223 ACCESSION NUMBER: 0000870156-08-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20080403 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nelnet Student Loan Trust 2008-2 CENTRAL INDEX KEY: 0001430115 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-144431-02 FILM NUMBER: 08746923 BUSINESS ADDRESS: STREET 1: 1215 13TH ST STREET 2: SUITE 301 CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024239583 MAIL ADDRESS: STREET 1: 1215 13TH ST. STREET 2: SUITE 301 CITY: LINCOLN STATE: NE ZIP: 68508 8-K 1 n2008.txt 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 of earliest event reported) APRIL 3, 2008 ------------- NELNET STUDENT LOAN TRUST 2008-2, ISSUING ENTITY ------------------------------------------------ (Exact name of registrant as specified in its charter) Nelnet Student Loan Funding, LLC, Depositor Nelnet, Inc., Sponsor DELAWARE 333-144431-02 75-2997993 -------- ------------- ---------- (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 121 SOUTH 13TH STREET, SUITE 201, LINCOLN, NEBRASKA 68508 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (402) 434-7140 ----------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changes since last report.) 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 CFR230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14(d)-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Nelnet Student Loan Funding, LLC ("Nelnet Funding") entered into a Trust Agreement with M&T Trust Company of Delaware, as Delaware Trustee (the "Trust Agreement"), as of March 18, 2008, creating Nelnet Student Loan Trust 2008-2. Effective April 1, 2008, Nelnet Student Loan Trust 2008-2 entered into an Indenture of Trust dated as of April 1, 2008, with Zions First National Bank, as indenture trustee and eligible lender trustee (the "Indenture"). On March 31, 2008, Nelnet Funding entered into an Underwriting Agreement among Nelnet Funding, Banc of America Securities LLC and Citigroup Global Markets Inc. acting on their own behalf and as representatives of the other underwriter (the "Underwriting Agreement"). The Trust Agreement, the Indenture and the Underwriting Agreement were executed in connection with Nelnet Student Loan Trust 2008-2's issuance of $467,210,000 of its student loan asset-backed notes on April 3, 2008. The details of this issuance are contained in the prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) on April 2, 2008. Nelnet Student Loan Trust 2008-2 used $436,628,417 of the net proceeds from the sale of the notes, and an additional $16,004,705 contributed to the trust by Nelnet, Inc., to purchase student loans originated under the Federal Family Education Loan Program. The following agreements were also executed and delivered as of April 1, 2008 by the respective parties thereto: (a) the Loan Purchase Agreement by and between Nelnet Student Loan Trust 2008-2 acting by and through Zions First National Bank as eligible lender trustee, and Nelnet Funding, acting by and through Zions First National Bank as eligible lender trustee; (b) the Master Servicing Agreement by and among National Education Loan Network, Inc., Nelnet Student Loan Trust 2008-2 and Nelnet Funding; (c) the Subservicing Agreement by and between National Education Loan Network, Inc. and Nelnet, Inc.; and (d) the Administration Agreement among Nelnet Student Loan Trust 2008-2, M&T Trust Company of Delaware, as Delaware trustee, Zions First National Bank, as indenture trustee, and National Education Loan Network, Inc. ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits: 1.1 Underwriting Agreement among Nelnet Funding, Banc of America Securities LLC and Citigroup Global Markets Inc. acting on their own behalf and as representatives of the other underwriters, dated as of March 31, 2008 (filed herewith). 4.1 Indenture of Trust by and between Nelnet Student Loan Trust 2008-2 and Zions First National Bank, dated as of April 1, 2008 (filed herewith). 4.2 Trust Agreement by and between Nelnet Student Loan Funding, LLC and M&T Trust Company of Delaware, as Delaware trustee, dated as of March 18, 2008 (filed herewith). 99.1 Loan Purchase Agreement by and between Nelnet Student Loan Trust 2008-2, acting by and through Zions First National Bank as eligible lender trustee, and Nelnet Student Loan Funding, LLC, acting by and through Zions First National Bank as eligible lender trustee, dated as of April 1, 2008 (filed herewith). 99.2 Master Servicing Agreement by and among National Education Loan Network, Inc., Nelnet Student Loan Trust 2008-2 and Nelnet Student Loan Funding, LLC, dated as of April 1, 2008 (filed herewith). 99.3 Subservicing Agreement dated as of April 1, 2008, between National Education Loan Network, Inc. and Nelnet, Inc. (filed herewith). 99.4 Administration Agreement among Nelnet Student Loan Trust 2008-2, M&T Trust Company of Delaware, as Delaware trustee, Zions First National Bank, as indenture trustee, and National Education Loan Network, Inc., dated as of April 1, 2008 (filed herewith). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NELNET STUDENT LOAN TRUST 2008-2 By: NELNET STUDENT LOAN FUNDING, LLC, Depositor By: NELNET STUDENT LOAN FUNDING MANAGEMENT CORPORATION, as Manager By: /s/ Hannah Smitterberg ----------------------------------- Hannah Smitterberg Assistant Vice President Dated: April 9, 2008 EXHIBIT INDEX EXHIBIT ------- (1.1) Underwriting Agreement (4.1) Indenture of Trust (4.2) Trust Agreement (99.1) Loan Purchase Agreement (99.2) Master Servicing Agreement (99.3) Subservicing Agreement (99.4) Administration Agreement EX-1.1 2 ex1-1.txt UNDERWRITING AGREEMENT Exhibit 1.1 NELNET STUDENT LOAN TRUST 2008-2 $467,210,000 STUDENT LOAN ASSET-BACKED NOTES UNDERWRITING AGREEMENT March 31, 2008 Banc of America Securities LLC 214 North Tryon Street NC1-027-15-01 Charlotte, NC 28255 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representatives Ladies and Gentlemen: Nelnet Student Loan Funding, LLC, a Delaware limited liability company ("Nelnet Funding"), proposes to cause Nelnet Student Loan Trust 2008-2, a Delaware statutory trust (the "Trust"), to sell to Banc of America Securities LLC and Citigroup Global Markets Inc. (together, the "Representatives"), and the other underwriter listed on Schedule A attached hereto (each an "Underwriter", and collectively the "Underwriters"), pursuant to the terms of this Underwriting Agreement (the "Agreement"), $467,210,000 aggregate principal amount of the Trust's Student Loan Asset-Backed Notes, Class A-1, Class A-2, Class A-3 and Class A-4 (the "Notes") in the initial principal amounts set forth on Schedule A hereto. Zions First National Bank, a national banking association, will act as eligible lender trustee on behalf of the Trust (the "Eligible Lender Trustee"). The Notes will be issued under an Indenture of Trust, dated as of April 1, 2008 (the "Indenture"), among the Trust, the Eligible Lender Trustee and Zions First National Bank, a national banking association, as indenture trustee (the "Indenture Trustee"). Upon issuance, the Notes will be secured by, among other things, Financed Eligible Loans (as defined in the Indenture) pledged to the Indenture Trustee and described in the Prospectus (as defined below). The Financed Eligible Loans will be master serviced by National Education Loan Network, Inc. ("NELN"), a Nevada corporation, pursuant to a Master Servicing Agreement, dated as of April 1, 2008 (the "Servicing Agreement"), among NELN, as master servicer and administrator, Nelnet Funding and the Trust. The Financed Eligible Loans will be subserviced by Nelnet, Inc. ("Nelnet"), a Nebraska corporation, pursuant to a Nelnet, Inc. Subservicing Agreement, dated as of April 1, 2008 (the "Subservicing Agreement"), between NELN and Nelnet. 1 This Agreement, the loan sale agreement, dated as of April 1, 2008 between the Trust and Nelnet Funding (along with the related Loan Transfer Addendum, the "Nelnet Funding Purchase Agreement"), the loan sale agreement, dated as of April 1, 2008 between Nelnet Education Loan Funding, Inc. ("NELF", together with Nelnet Funding, the "Sellers") and Nelnet Funding (along with the related Loan Transfer Addendum, the "NELF Purchase Agreement", and, together with the Nelnet Funding Purchase Agreement, the "Purchase Agreements"), the trust agreement, dated as of March 18, 2008, between M&T Trust Company of Delaware, as Delaware trustee (the "Delaware Trustee"), and Nelnet Funding, as initial certificateholder and depositor (the "Trust Agreement"), the administration agreement, dated as of April 1, 2008, among the Trust, the Delaware Trustee, the Indenture Trustee and NELN, as administrator (the "Administration Agreement"), the eligible lender trust agreement, dated as of May 1, 2002, between the Nelnet Funding Eligible Lender Trustee and Nelnet Funding (the "Nelnet Funding Eligible Lender Agreement"), the Eligible Lender Trust Agreement, dated as of April 1, 2008, between the Eligible Lender Trustee and the Trust (the "Trust Eligible Lender Agreement", and together with the Nelnet Funding Eligible Lender Agreement, the "Eligible Lender Agreements"), the custodian agreement, dated April 1, 2008, among the Trust, the Indenture Trustee, the Eligible Lender Trustee and Nelnet, as custodian (the "Custodian Agreement"), the indemnity agreement, dated as of March 31, 2008, among Nelnet and the Representatives and the other Underwriters party hereto (the "Indemnity Agreement"), the Servicing Agreement, the Subservicing Agreement and the Indenture shall collectively hereinafter be referred to as the "Basic Documents." Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture or the Prospectus. Nelnet Funding proposes to cause the Trust, upon the terms and conditions set forth herein, to sell to each of the Underwriters on the Closing Date (as hereinafter defined) the aggregate principal amount of each Class of Notes set forth next to the name of each Underwriter on Schedule A at the rates and maturities listed on Schedule B hereto. Nelnet Funding wishes to confirm as follows this Agreement with the Underwriters in connection with the purchase and resale of the Notes. 1. AGREEMENTS TO SELL, PURCHASE AND RESELL. (a) On the Closing Date, Nelnet Funding hereby agrees, subject to all the terms and conditions set forth herein, to cause the Trust to sell to each of the Underwriters and, upon the basis of the representations, warranties and agreements of Nelnet Funding herein contained and subject to all the terms and conditions set forth herein, on the Closing Date each of the Underwriters severally and not jointly agrees to purchase from the Trust, such principal amount of each Class of the Notes to be sold on the Closing Date at such respective purchase prices as are set forth next to the name of each Underwriter on Schedule A hereto. 2 (b) It is understood that the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus. 2. DELIVERY OF THE NOTES AND PAYMENT THEREFOR. Delivery to the Underwriters of and payment for the Notes shall be made at the offices of Kutak Rock LLP in Denver, Colorado, at 11:00 a.m., MST, on April 3, 2008 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately preceding the Closing Date. 3. REPRESENTATIONS AND WARRANTIES OF NELNET FUNDING. Nelnet Funding represents and warrants to each of the Underwriters that: (a) A registration statement on Form S-3 (No. 333-144431), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with the Securities and Exchange Commission (the "SEC" or the "Commission") and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Act, and the information incorporated by reference therein) are respectively referred to herein as the "Registration Statement" and the "Prospectus" respectively; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted pursuant to Rule 430A of the Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the 3 statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement, at the "time of sale" (within the meaning of Rule 159 under the Act, the "Time of Sale") for the first sale of the Notes by the Underwriters, which will occur March 31, 2008, and on the Closing Date, the Registration Statement, the Disclosure Package (as defined below) and the Prospectus will conform in all respects to the requirements of the Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package and the Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Registration Statement, the Prospectus or the Disclosure Package, as applicable, based upon written information furnished to Nelnet Funding by the Underwriters, specifically for use therein. As used in this Agreement, the term "Disclosure Package" means, collectively, the initial free writing prospectus dated March 19, 2008 relating to the Notes (the "Initial FWP"), the static pool information within the meaning of Item 1105 of Regulation AB under the Securities Act (the "Static Pool Data") and the Term Sheet dated March 31, 2008 (the "Disclosure Supplement"). (c) The Commission has not issued and, to the best knowledge of Nelnet Funding, is not threatening to issue any order preventing or suspending the use of the Registration Statement. (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by Nelnet Funding or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents. (e) The Indenture has been duly and validly authorized by Nelnet Funding and, upon its execution and delivery by the Trust and assuming due authorization, execution and delivery by the Indenture Trustee and the Eligible Lender Trustee, will be a valid and binding agreement of the Trust, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and the Indenture will conform in all material respects to the description thereof in the Prospectus and the Disclosure Package. The Indenture has been duly qualified under the Trust Indenture Act with respect to the Notes. (f) The Notes have been duly authorized by the Trust and the Notes to be issued on the Closing Date, when executed by the Trust and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Trust entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the Notes will conform in all material respects to the description thereof in the Prospectus and the Disclosure Package. 4 (g) Nelnet Funding is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of Nelnet Funding. (h) Other than as contemplated by this Agreement or as disclosed in the Prospectus and the Disclosure Package, there is no broker, finder or other party that is entitled to receive from Nelnet Funding or any of its affiliates any brokerage or finder's fee or other fee or commission as a result of any of the transactions contemplated by this Agreement. (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of Nelnet Funding contemplated, against Nelnet Funding, or to which Nelnet Funding or any of its properties is subject, that are not disclosed in the Prospectus and the Disclosure Package and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of Nelnet Funding or would materially and adversely affect the ability of Nelnet Funding, or the Trust to perform its obligations under this Agreement and the other Basic Documents or otherwise materially affect the issuance of the Notes or the consummation of the transactions contemplated hereby or by the Basic Documents. (j) Neither the offer, sale or delivery of the Notes by the Trust nor the execution, delivery or performance of this Agreement or the Basic Documents by Nelnet Funding or the Trust, nor the consummation by Nelnet Funding or the Trust of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of Nelnet Funding or the Trust or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which Nelnet Funding or the Trust is a party or by which Nelnet Funding or the Trust or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to Nelnet Funding or the Trust or any of its respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Nelnet Funding or the Trust pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents. 5 (k) Nelnet Funding has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by Nelnet Funding of its obligations under, this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by Nelnet Funding and this Agreement and the other Basic Documents have been duly executed and delivered by Nelnet Funding and constitute the valid and legally binding agreements of Nelnet Funding, enforceable against Nelnet Funding in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy. (l) The statements set forth in each of the Initial FWP, the Disclosure Supplement and the Prospectus under the caption "Description of the Notes" insofar as they purport to constitute a summary of the terms of the Notes, are accurate, complete and fair. (m) Nelnet Funding's assignment and delivery of Financed Eligible Loans to the order of the Indenture Trustee on behalf of the Trust pursuant to the Nelnet Funding Purchase Agreement will vest in the Indenture Trustee on behalf of the Trust all of Nelnet Funding's right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (n) The Trust's assignment of the Financed Eligible Loans to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (o) The Trust is not, nor as a result of the issuance and sale of the Notes as contemplated hereunder will it become, subject to registration as an "investment company" under the Investment Company Act of 1940, as amended. (p) The representations and warranties made by Nelnet Funding in any Basic Document to which Nelnet Funding is a party and made in any Officer's Certificate of Nelnet Funding or the Trust will be true and correct at the time made and on and as of the Closing Date. 6 (q) Since the date of the Disclosure Package and Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, Nelnet Funding has occurred. (r) The Trust is not, was not at the Time of Sale and the time of the initial "bona fide offer" (within the meaning of Rule 164(h) under the Act) and will not be on the Closing Date, an "ineligible issuer" (within the meaning of Rule 405 under the Act). (s) The Trust filed with the Commission pursuant to Rule 433(d) under the Act (i) the Initial FWP on March 19, 2008 and (ii) the Disclosure Supplement on March 31, 2008. 4. AGREEMENTS OF NELNET FUNDING. Nelnet Funding agrees with each of the Underwriters as follows: (a) Nelnet Funding will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Underwriters and Nelnet Funding deem appropriate in connection with the offering of the Notes, and Nelnet Funding will timely file such supplement to the Prospectus with the SEC pursuant to Rule 424(b) under the Act, but Nelnet Funding will not file any amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus, or any Free Writing Prospectus (as defined in Rule 405 under the Act) to the extent required by Rule 433(d) under the Act, unless it shall first have delivered copies of such amendments, supplements or Free Writing Prospectus to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters or their counsel shall have reasonably objected thereto promptly after receipt thereof; Nelnet Funding will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the SEC or any authority administering any state securities or Blue Sky law, as soon as Nelnet Funding is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. The Issuer will comply with the requirements applicable to any "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Act), including timely filings with the Commission, retention where required and legending. 7 (b) If, at any time following the issuance of an "issuer free writing prospectus" or when the Prospectus relating to the Notes is required to be delivered under the Act, any event occurred or occurs as a result of which such "issuer free writing prospectus" would conflict with the information in the Registration Statement or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, Nelnet Funding promptly will notify each of the Representatives of such event and will promptly prepare and file with the SEC, at its own expense, an "issuer free writing prospectus" or an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Representatives' consent to, nor the Representatives' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (c) Nelnet Funding will immediately inform the Representatives (i) of the receipt by Nelnet Funding of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of any threatened lawsuit or proceeding or of the commencement of any lawsuit or proceeding to which Nelnet Funding is a party relating to the offering or sale of the Notes. (d) Nelnet Funding will furnish to the Representatives, without charge, copies of the Registration Statement (including all documents and exhibits thereto or incorporated by reference therein), the Prospectus, the Disclosure Package, and all amendments and supplements to such documents relating to the Notes, in each case as soon as reasonably available in such quantities as the Representatives may reasonably request. (e) No amendment or supplement will be made to the Registration Statement, Disclosure Package or Prospectus (i) prior to having furnished the Underwriters with a copy of the proposed form of the amendment or supplement and giving the Underwriters a reasonable opportunity to review the same or (ii) in a manner to which the Underwriters or their counsel shall reasonably object. (f) Nelnet Funding will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall Nelnet Funding be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (g) Nelnet Funding consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and by dealers, of the Disclosure Package and of the Prospectus furnished by Nelnet Funding. 8 (h) To the extent, if any, that the rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by Nelnet Funding, Nelnet Funding shall cause to be furnished such documents and such other actions to be taken. (i) So long as any of the Notes are outstanding, Nelnet Funding will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning Nelnet Funding or the Trust as the Underwriters may request from time to time. (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Representatives terminating this Agreement pursuant to Section 9 or Section 10 hereof) or if this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of Nelnet Funding to comply with the terms or fulfill any of the conditions of this Agreement, Nelnet Funding agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of their counsel) reasonably incurred by each of them in connection herewith, but without any further obligation on the part of Nelnet Funding for loss of profits or otherwise (except for the indemnity and contribution provisions of Section 6 hereof). (k) The net proceeds from the sale of the Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus and the Disclosure Package. (1) Except as stated in this Agreement, in the Disclosure Package and in the Prospectus, Nelnet Funding has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (m) For a period from the date of this Agreement until the retirement of the Notes, Nelnet Funding will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee. (n) On or before the Closing Date, Nelnet Funding shall mark its accounting and other records, if any, relating to the Financed Eligible Loans and shall cause NELN and each Seller to mark their respective computer records relating to the Financed Eligible Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Trust in, the Financed Eligible Loans, and Nelnet Funding shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Trust in, the Financed Eligible Loans, other than as permitted by the Basic Documents. 9 (o) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of Nelnet Funding and any entity affiliated, directly or indirectly, with Nelnet Funding will, without the prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; PROVIDED, HOWEVER, that this shall not be construed to prevent the sale of FFELP Loans by Nelnet Funding. (p) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Act, then, immediately following the execution of this Agreement, Nelnet Funding will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Act, copies of an amended Prospectus containing all information so omitted. (q) As soon as practicable, but not later than 16 months after the date of this Agreement, Nelnet Funding will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Nelnet Funding's most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act. (r) Nelnet Funding will cooperate with the Underwriters in listing and maintaining the Notes on the Irish Stock Exchange. 5. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS. Each of the Underwriters, severally and not jointly, hereby represents and warrants to and agrees with Nelnet Funding, severally and not jointly, that: (a) 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 Financial Services Markets Act 2000 (the "FSMA")), received by it in connection with the issue or sale of the Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust; (b) it has complied, and will comply, in all material respects, 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; 10 (c) other than the Prospectus and the Disclosure Package, it has not, without the prior written approval of Nelnet Funding, conveyed or delivered any written material of any kind to any potential investor in the Notes that would constitute (I) a prospectus satisfying the requirements of Rule 430B under the Act, (II) a Free Writing Prospectus, or (III) any "ABS informational and computational material" as defined in Item 1101(a) of Reg AB under the Act; provided, however that an Underwriter may have conveyed to one or more potential investors written material containing only (i) information permitted in Rule 134 under the Act and previously or subsequently included in the Disclosure Package, (ii) a column or other entry showing the status of the subscriptions for each Class of the Notes, (iii) expected pricing parameters of any class of the Notes, (iv) weighted average lives of any Class of the Notes, and (v) expected maturities of any Class of the Notes (each such written communication, an "Underwriter Free Writing Prospectus"), provided that in the case of clauses (i) through (v) as such information is posted on a Bloomberg screen or is distributed via Bloomberg (or other comparable system), and in the case of clauses (ii) through (v) such Underwriter Free Writing Prospectus, other than the final pricing terms, would not require the Trust to file such written material as a Free Writing Prospectus pursuant to Rule 433 under the Act; and each Underwriter shall provide to Nelnet Funding a copy of each Free Writing Prospectus conveyed by it of the type referred to in Rule 433(d)(5)(ii) under the Act no later than the close of business on the date of first use; (d) it did not convey the Initial FWP to any potential investor prior to March 19, 2008 or convey the Disclosure Supplement to any potential investor prior to March 31, 2008, and has not entered into a contract for the sale of the Notes prior to the Time of Sale; (e) each Underwriter will retain all "free writing prospectuses" that it used and that were not filed with the SEC for a period of three years following the Time of Sale; and (f) it has conveyed the Disclosure Package to each investor to which it has sold the Notes in paper form, by facsimile or electronically in Adobe Acrobat format reasonably promptly after receipt by such Underwriter and prior to the time it entered into each contract for sale of the Notes. 6. INDEMNIFICATION AND CONTRIBUTION. (a) Nelnet Funding agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, the Disclosure Package, the written communications constituting an electronic road show within the meaning of Rule 433(h) under the Act (the "Road Show Material"), or in any amendment or supplement thereto, or any preliminary prospectus, or in the case of the Registration Statement or in any amendment or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Prospectus, the Disclosure Package and the Road Show Material or in any amendment or supplement thereto, arising out of or based upon any omission or alleged omission to state therein 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, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability, or action as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information relating to an Underwriter furnished in writing to Nelnet Funding by such Underwriter through the 11 Representatives expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 of this Agreement and (ii) the mathematical calculations performed by the Underwriters (but not the data or assumptions used to make such calculations by the Underwriters, which the parties agree constitutes information of Nelnet Funding) and used to derive the percentages, terms or dates (x) in the columns titled Transaction Overview - "WAL to Call/Reset" and "Expected Principal Window To Call" in the Road Show Material and (y) in Appendix I to the Disclosure Supplement and the Prospectus under the heading "Weighted Average Lives, Expected Maturities and Percentages of Original Principal Remaining at Each Quarterly Distribution Date for the Notes." The foregoing indemnity agreement shall be in addition to any liability which Nelnet Funding may otherwise have. (b) If any action, suit or proceeding shall be brought against an Underwriter or any person controlling an Underwriter in respect of which indemnity may be sought against Nelnet Funding, such Underwriter or such controlling person shall promptly notify the parties against whom indemnification is being sought (the "indemnifying parties"), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under Sections 6(a) and 6(c) hereof, except to the extent that the indemnifying party is materially prejudiced by such omission, and in no event shall the omission so to notify relieve Nelnet Funding from any liability which it may otherwise have. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). The applicable Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the indemnifying parties have agreed in writing to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both the Underwriter or such controlling person and the indemnifying parties and the Underwriter or such controlling person shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to or in conflict with those available to the indemnifying parties and in the reasonable judgment of such counsel it is advisable for the Underwriter or such controlling person to employ separate counsel (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding on behalf of the Underwriter or such controlling person). It is understood, however, that the indemnifying parties shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any 12 time for each Underwriter and controlling persons not having actual or potential differing interests with such Underwriter or among themselves, which firm shall be designated in writing by such Underwriter, and that all such fees and expenses shall be reimbursed on a monthly basis as provided in paragraph (a) hereof. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party. (c) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless Nelnet Funding and its directors and officers, and any person who controls Nelnet Funding within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the indemnity from Nelnet Funding to the Underwriters set forth in paragraph (a) hereof, but only with respect to information furnished in writing by such Underwriter to Nelnet Funding or the Trust through the Representatives expressly for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or the Disclosure Supplement, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 of this Agreement. If any action, suit or proceeding shall be brought against Nelnet Funding, any of its directors or officers, or any such controlling person based on the Registration Statement, the Prospectus, the Disclosure Package, or any amendment or supplement thereto, or any related preliminary prospectus therein and in respect of which indemnity may be sought against an Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to Nelnet Funding by paragraph (b) above (except that if Nelnet Funding shall have assumed the defense thereof the Underwriter shall have the option to assume such defense but shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and Nelnet Funding, its directors and officers, and any such controlling person shall have the rights and duties given to the Underwriters by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Underwriters may otherwise have. (d) If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by Nelnet Funding on the one hand and the applicable Underwriter on the other hand from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only 13 the relative benefits referred to in clause (i) above but also the relative fault of Nelnet Funding on the one hand and the applicable Underwriter on the other in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by Nelnet Funding on the one hand and an Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Trust bear to the total underwriting discounts and commissions received by such Underwriter. The relative fault of Nelnet Funding on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Nelnet Funding on the one hand or by an Underwriter on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) Nelnet Funding and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Notes underwritten by such Underwriter exceed the sum of the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and the amount of any damages such Underwriter has been required to pay under this Agreement or the Indemnity Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this paragraph (e) to contribute are several in proportion to their respective underwriting obligations. (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 6 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of Nelnet Funding and the Underwriters set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriters, Nelnet Funding or any person controlling any of them or their respective directors or officers, (ii) acceptance of any Notes and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to the Underwriters, Nelnet Funding or any person controlling any of them or their respective directors or officers, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 6. 14 7. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The several obligations of the Underwriters to purchase the Notes hereunder on the Closing Date are subject to the following conditions precedent: (a) All actions required to be taken and all filings required to be made by Nelnet Funding under the Act prior to the sale of the Notes shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of Nelnet Funding or the Underwriters, shall be contemplated by the Commission. (b) Subsequent to the effective date of this Agreement, (i) neither Nelnet Funding, NELN, the Sellers or Nelnet shall have sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) there shall not have been (A) any material adverse change in the capital stock or long-term debt of Nelnet or any of its subsidiaries, taken as a whole, or Nelnet Funding or (B) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders equity or results of operations of Nelnet or any of its subsidiaries, taken as a whole, or Nelnet Funding or the transactions contemplated hereby, otherwise than, in the case of clauses (A) and (B) above, as set forth in Nelnet's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q or any Current Report on Form 8-K filed with the Commission, or as disclosed in writing to the Representatives on or prior to the date of this Agreement, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented relating to the Notes and in the Disclosure Package; and (iii) there shall not have been any event or development which makes any statement in the Registration Statement, the Disclosure Package or Prospectus untrue or which, in the opinion of Nelnet Funding and its counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement, the Disclosure Package or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make statements therein not misleading, if amending or supplementing the Registration Statement, Prospectus or Disclosure Package to reflect such event or development would be, in the reasonable judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented relating to the Notes and in the Disclosure Package. 15 (c) You shall have received an opinion addressed to you of Kutak Rock LLP, in its capacity as counsel to the Trust, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the Nelnet Funding Purchase Agreement, the Servicing Agreement, the Indenture, the Trust Eligible Lender Agreement, the Administration Agreement, the Custodian Agreement and this Agreement and to the validity of the Notes and such related matters as you shall reasonably request. In addition, you shall have received an opinion addressed to you of Kutak Rock LLP, in its capacity as counsel for the Trust, in form and substance satisfactory to you and your counsel, concerning "true sale," "non-consolidation" and "first priority perfected security interest" and certain other issues with respect to the transfer of the Financed Eligible Loans from NELF to Nelnet Funding, and from Nelnet Funding to the Trust and with respect to the pledge of the Financed Eligible Loans from the Trust to the Trustee. (d) You shall have received an opinion addressed to you of Kutak Rock LLP, in its capacity as counsel for Nelnet Funding and the Trust, dated the Closing Date, in form and substance satisfactory to you and your counsel to the effect that the statements in the Initial FWP and the Prospectus under the headings "Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects. (e) You shall have received an opinion addressed to you of Kutak Rock LLP, in its capacity as counsel for Nelnet Funding and the Trust, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the character of the Notes for federal tax purposes. (f) You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as Underwriters' Counsel, dated the Closing Date, in form and substance satisfactory to you. (g) You shall have received an opinion addressed to you of Ballard Spahr Andrews & Ingersoll LLP, in its capacity as counsel for Nelnet Funding, and the Trust, dated the Closing Date in form and substance satisfactory to you and your counsel with respect to the Prospectus, the Registration Statement and the Disclosure Package and certain matters arising under the Act, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended. (h) You shall have received opinions addressed to you of Perry, Guthery, Haase & Gessford, P.C. in their capacity as counsel to NELN, as master servicer and administrator, Nelnet, Nelnet Funding and NELF, each dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of NELN, Nelnet and NELF is a corporation, and Nelnet Funding is a limited liability company, in good standing under the laws of their respective states of incorporation or organization; each having the full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under each of the Basic Documents to which it is a party. 16 (ii) The Purchase Agreements have been duly authorized, executed and delivered by the respective Seller, as applicable, the Purchase Agreements, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Agreement and this Agreement have been duly authorized, executed and delivered by Nelnet Funding, the Administration Agreement, the Servicing Agreement and the Subservicing Agreement have been duly authorized, executed and delivered by NELN and the Subservicing Agreement, the Indemnity Agreement and the Custodian Agreement have been duly authorized, executed and delivered by Nelnet and each such agreement is the legal, valid and binding obligations of NELF, Nelnet Funding, NELN and Nelnet, as the case may be, enforceable against each of NELF, Nelnet Funding, NELN and Nelnet, as the case may be, in accordance with their respective terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) Neither the execution and delivery by NELN of the Administration Agreement, the Servicing Agreement or the Subservicing Agreement, or the execution and delivery by Nelnet Funding of the Purchase Agreements, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Agreement or this Agreement, or the execution by NELF of the NELF Purchase Agreement, or the execution and delivery by Nelnet of the Subservicing Agreement, the Indemnity Agreement or the Custodian Agreement, nor the consummation by NELN, Nelnet Funding, NELF or Nelnet of the transactions contemplated therein nor the fulfillment of the terms thereof by NELN, Nelnet Funding, NELF or Nelnet will conflict with, result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation, by-laws or limited liability company agreement, as the case may be, of NELN, Nelnet Funding, NELF or Nelnet or of any indenture or other agreement or instrument to which NELN, Nelnet Funding, NELF or Nelnet is a party or by which NELN, Nelnet Funding, NELF or Nelnet is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to NELN, Nelnet Funding, NELF or Nelnet of any court, regulatory body, administrative agency or governmental body having jurisdiction over NELN, Nelnet Funding, NELF or Nelnet. (iv) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry and reasonable investigation, threatened against NELN, Nelnet Funding, NELF or Nelnet before or by any governmental authority that might materially and adversely affect the performance by NELN, Nelnet Funding, NELF or Nelnet of its obligations under, or the validity or enforceability of, any Basic Documents to which it is a party. 17 (v) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of NELN contained in the Administration Agreement, the Servicing Agreement or the Subservicing Agreement, or the representations and warranties of Nelnet Funding in the Nelnet Funding Purchase Agreement, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Trust Agreement or this Agreement, or the representations and warranties of NELF contained in the NELF Purchase Agreement, or the representations and warranties of Nelnet contained in the Subservicing Agreement, the Indemnity Agreement or the Custodian Agreement are other than as stated therein. (vi) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (a) for the due execution, delivery and performance by NELN of the Administration Agreement, the Servicing Agreement or the Subservicing Agreement, (b) for the due execution, delivery and performance by Nelnet Funding of the Purchase Agreements, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Trust Agreement or this Agreement, (c) for the due execution, delivery and performance by NELF of the NELF Purchase Agreement, (d) for the due execution, delivery and performance by Nelnet of the Subservicing Agreement, the Indemnity Agreement or the Custodian Agreement or (e) for the perfection of the Trust's and the Indenture Trustee's interest in the Student Loans sold pursuant to the Purchase Agreements or the exercise by the Trust (or its permitted assigns) and the Indenture Trustee of their rights and remedies under the Purchase Agreements, including specifically the filings of any Uniform Commercial Code financing statements, EXCEPT for the execution and delivery of the Guarantee Agreements. (vii) The Purchase Agreements together with the related bill of sale and blanket endorsement effects a valid sale to the Eligible Lender Trustee of the Student Loans to be sold under the Purchase Agreements enforceable against creditors of, and purchasers from, Nelnet Funding and NELF, as applicable. (viii) As of the date specified in a schedule to such opinion, there were no (a) UCC financing statements naming a Seller as debtor or seller and covering any Student Loans to be sold under the Purchase Agreements or interest therein or (b) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of ERISA) covering any Student Loan to be sold under the Purchase Agreements or interest therein, listed in the available records in the respective offices set forth in such schedule opposite each such date (which are all of the offices that are prescribed under either the internal law of the conflict of law rules of the Delaware or Nebraska UCC as the offices in which filings should be made to perfect security interests in Student Loans), except as set forth in such schedule. 18 (ix) As of the date of such opinion, by executing the Guarantee Agreements and upon execution and delivery of the instruments of transfer described in the Purchase Agreements and notification of the Guarantors and borrowers of the transfer contemplated thereby, and assuming that the Eligible Lender Trustee is an eligible lender as that term is defined in 20 U.S.C. ss.1085(d)(1) of the Higher Education Act of 1965, as amended, the Eligible Lender Trustee on behalf of the Trust will be entitled to the benefit of the applicable Guarantor and/or U.S. Department of Education payments under the Act related to the Student Loans sold under the Purchase Agreements, subject to the terms and conditions of the Guarantee Agreements and the Act. (i) You shall have received opinions addressed to you of Richards, Layton & Finger, P.A., in their capacity as counsel to the Delaware Trustee, and as Delaware counsel to the Trust and Nelnet Funding, dated the Closing Date and in form and substance satisfactory to you and your counsel. (j) You shall have received an opinion addressed to you of counsel to the Indenture Trustee, the Eligible Lender Trustee and the Nelnet Funding Eligible Lender Trustee (collectively, the "Trustee"), dated the Closing Date and in form and substance satisfactory to you and your counsel, to the effect that: (i) The Trustee is a national banking association duly organized and validly existing under the laws of the United States of America. (ii) The Trustee has the full corporate trust power to accept the office of indenture trustee under the Indenture and to enter into and perform its obligations under the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement and each Guarantee Agreement. (iii) The execution and delivery of each of the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement and each Guarantee Agreement, and the performance by the Trustee of its obligations under the Indenture, the Custodian Agreement, the Administration Agreement, the Eligible Lender Agreements and each Guarantee Agreement, have been duly authorized by all necessary action of the Trustee and each has been duly executed and delivered by the Trustee. (iv) The Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement and each Guarantee Agreement constitute valid and binding obligations of the Trustee enforceable against the Trustee. (v) The execution and delivery by the Trustee of the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement and each Guarantee Agreement do not require any consent, approval or authorization of, or any registration or filing with, any state or United States federal governmental authority. 19 (vi) Each of the Notes has been duly authenticated by the Trustee. (vii) Neither the consummation by the Trustee of the transactions contemplated in the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement and each Guarantee Agreement nor the fulfillment of the terms thereof by the Trustee will conflict with, result in a breach or violation of, or constitute a default under any law or the charter, by-laws or other organizational documents of the Trustee or the terms of any indenture or other agreement or instrument known to such counsel and to which the Trustee or any of its subsidiaries is a party or is bound or any judgment, order or decree known to such counsel to be applicable to the Trustee or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Trustee or any of its subsidiaries. (viii) There are no actions, suits or proceedings pending or, to the best of such counsel's knowledge after due inquiry, threatened against the Trustee (as indenture trustee under the Indenture or in its individual capacity) before or by any governmental authority that might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability of, the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement or any Guarantee Agreement. (ix) The execution, delivery and performance by the Trustee of the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Administration Agreement or any Guarantee Agreement will not subject any of the property or assets of the Trust or any portion thereof, to any lien created by or arising under the Indenture that is unrelated to the transactions contemplated in such agreements. (x) The Trustee is an "eligible lender" for purposes of the FFELP Program in its capacity as trustee with respect to Financed Eligible Loans held under the Indenture. (k) You shall have received certificates addressed to you dated the Closing Date of any one of the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of Nelnet Funding, NELF, Nelnet and NELN in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of Nelnet Funding, NELF, Nelnet or NELN, as the case may be, contained in the respective Basic Documents to which it is a party, as applicable, are true and correct in all material respects, that each of Nelnet Funding, NELF, Nelnet and NELN has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date, (ii) that they have reviewed the Prospectus and the Disclosure Package and that the information therein regarding Nelnet Funding, NELF, Nelnet or NELN, as applicable, is fair and accurate in all material respects, and (iii) since the Time of Sale, except as may be disclosed in the Prospectus and the Disclosure Package, no material adverse change or any development involving a prospective material adverse change, in or affecting particularly the business or properties of Nelnet Funding, NELF, Nelnet or NELN, as applicable, has occurred. 20 (l) You shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Delaware reflecting the grant of the security interest by the Trust in the Financed Eligible Loans and the proceeds thereof to the Indenture Trustee. (m) You shall have received a certificate addressed to you dated the Closing Date from a responsible officer acceptable to you of the Trustee in form and substance satisfactory to you and your counsel and to which shall be attached each Guarantee Agreement. (n) The Underwriters shall have received on the Closing Date from KPMG LLP letters dated the Closing Date (or, with respect to (ii) below, a copy of the letter furnished by KPMG LLP to Nelnet Funding and the Representatives as addressees), and in form and substance satisfactory to the Representatives, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to (i) certain information regarding the Financed Eligible Loans, (ii) the Static Pool Data and (iii) certain calculations with respect to expected maturities and percentages or original principal of the Notes remaining at each quarterly distribution date, and setting forth the results of such specified procedures (collectively, the "Comfort Letter). (o) All the representations and warranties of Nelnet Funding and the Trust contained in this Agreement and the Basic Documents shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date and the Underwriters shall have received a certificate, dated the Closing Date and signed by an executive officer of Nelnet Funding to the effect set forth in this Section 7(p) and in Section 7(q) hereof. (p) Neither Nelnet Funding nor the Trust shall have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (q) The Underwriters shall have received by instrument dated the Closing Date (at the option of the Representatives), in lieu of or in addition to the legal opinions referred to in this Section 7, the right to rely on opinions provided by such counsel and all other counsel under the terms of the Basic Documents. (r) Each class of the Notes shall be rated "AAA", "AAA" and "Aaa", respectively, by Fitch, Inc. ("Fitch"), Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's"), and none of Fitch, S&P or Moody's have placed the Notes under surveillance or review with possible negative implications. 21 (s) You shall have received evidence satisfactory to you of the completion of all actions necessary to effect the transfer of the Financed Eligible Loans as described in the Prospectus and the Disclosure Package and the recordation thereof on each Sellers', Nelnet's and NELN's computer systems. (t) You shall have received certificates addressed to you dated the Closing Date from officers of Nelnet Funding and legal opinions addressing such additional matters as you may reasonably request in form and substance satisfactory to you and your counsel. (u) You shall have received a signed Indemnity Agreement from Nelnet in form and substance satisfactory to you and your counsel. (v) You shall have received certificates dated the Closing Date of Michigan Higher Education Assistance Authority, Texas Guaranteed Student Loan Corporation and College Assist (formerly known as College Access Network and as Colorado Student Loan Program) to the effect that the information in the Disclosure Package or Prospectus, as applicable, with respect to such entity is true and correct and is fair and accurate in all material respects. (w) On the Closing Date, the aggregate principal amount of the Notes, as specified in Schedule A to this Agreement, shall have been sold by the Trust to the Underwriters and the Underwriters shall have received from Nelnet payment of all discounts and commissions in connection with the underwriting of the Notes as provided for in Section 2 hereof. (x) You shall have received opinions of counsel to any provider of an investment agreement, guaranteed investment contract, or other similar agreement, in form and substance satisfactory to you and your counsel, relating to corporate and securities matters with respect to such arrangement and its provider. (y) You shall have received such other opinions, certificates and documents as are required under the Indenture as a condition to the issuance of the Notes. Nelnet Funding will provide or cause to be provided to you such conformed copies of such of the foregoing opinions, notes, letters and documents as you reasonably request. 8. EXPENSES. Nelnet Funding agrees to pay or to otherwise cause the payment of the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction of the Registration Statement, the Prospectus, the Disclosure Package and each amendment or supplement to any of them, this Agreement, and each other Basic Document; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus, the Disclosure Package and all amendments or supplements to, and preliminary versions of, any of them as may be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of definitive certificates for the Notes; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda and all other agreements or 22 documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) qualification of the Indenture under the Trust Indenture Act; (vi) the qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 3(j) hereof (including the reasonable fees, expenses and disbursements of counsel relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such qualification); (vii) the fees and disbursements of (A) the Trust's counsel, (B) the Underwriters' counsel, (C) the Trustee and its counsel, (D) the Delaware Trustee and its counsel, (E) the Depository Trust Company in connection with the book-entry registration of the Notes, (F) the SEC and (G) KPMG LLP, accountants for the Trust and issuer of the Comfort Letter; (viii) obtaining any investment agreement, guaranteed investment contract or other similar arrangement; and (ix) the fees charged by S&P, Fitch and Moody's for rating the Notes. 9. EFFECTIVE DATE OF AGREEMENT. This Agreement shall be deemed effective as of the date first above written upon the execution and delivery hereof by all the parties hereto. Until such time as this Agreement shall have become effective, it may be terminated by Nelnet Funding, by notifying each of the Representatives, or by the Representatives, by notifying Nelnet Funding. Any notice under this Section 9 may be given by telecopy or telephone but shall be subsequently confirmed by letter. 10. TERMINATION OF AGREEMENT. This Agreement shall be subject to termination in the absolute discretion of the Representatives, without liability on the part of the Underwriters to Nelnet Funding, by notice to Nelnet Funding, if prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to commence or continue the offering of the Notes on the terms set forth in the Disclosure Package and Prospectus, as applicable, or to enforce contracts for the resale of the Notes by the Underwriters. Notice of such termination may be given to Nelnet Funding by telecopy or telephone and shall be subsequently confirmed by letter. 11. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set forth in the second, seventh and ninth paragraphs and each table under the heading "Plan of Distribution" in the Disclosure Supplement and the Prospectus constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in Sections 3(b) and 6 hereof. 12. ABSENCE OF FIDUCIARY RELATIONSHIP. Nelnet Funding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Notes and agree with Nelnet Funding that no fiduciary, advisory or agency relationship between Nelnet Funding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising Nelnet Funding on other matters and further agree that the Underwriters owe Nelnet Funding only those duties and obligations set forth herein; 23 (b) the price of the Notes set forth in this Agreement was established by Nelnet Funding following discussions and arms-length negotiations with the Underwriters and Nelnet Funding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Nelnet Funding has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of Nelnet Funding and that the Underwriters have no obligation to disclose such interests and transactions to Nelnet Funding by virtue of any fiduciary, advisory or agency relationship; and (d) Nelnet Funding waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to Nelnet Funding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of Nelnet Funding, including stockholders, employees or creditors of Nelnet Funding. 13. DEFAULT BY ONE OF THE UNDERWRITERS. If any of the Underwriters shall fail on the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the "Defaulted Notes"), the remaining Underwriters which are obligated to purchase that Class of Notes (the "Non-Defaulting Underwriters") shall have the right, but not the obligation, within one (1) Business Day thereafter, to make arrangements to purchase all, but not less than all, of the remaining Defaulted Notes of such Class upon the terms herein set forth; if, however, any such Non-Defaulting Underwriters shall have not completed such arrangements within such one (1) Business Day period, then this Agreement shall terminate without liability on the part of any such Non-Defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Non-Defaulting Underwriters or Nelnet Funding shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. 14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The respective indemnities, agreements, representations, warranties and other statements of Nelnet Funding or its officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in notes of officers of Nelnet Funding submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, Nelnet Funding or any of their respective representatives, officers or directors or any controlling person, and will survive (i) delivery of and payment for the Notes or (ii) termination of this Agreement. 24 15. MISCELLANEOUS. Except as otherwise provided in Sections 6, 9 and 10 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to Nelnet Funding, at 121 South 13th Street, Suite 201, Lincoln, Nebraska 68508, Attention: Terry J. Heimes, and (ii) if to the Underwriters, to the Representatives at the address of the respective Representatives set forth above with a copy to Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attention: Richard L. Fried. This Agreement has been and is made solely for the benefit of the Underwriters, Nelnet Funding, the Trust, their respective directors, officers, managers, trustees and controlling persons referred to in Section 6 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from an Underwriter of any of the Notes in his status as such purchaser. 16. APPLICABLE LAW, COUNTERPARTS. 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 within the State of New York (including Section 5-1401 of the General Obligations Law, but otherwise without giving effect to the choice of laws or conflict of laws principles thereof). Nelnet Funding hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. 17. ENTIRE AGREEMENT. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement between Nelnet Funding and the Underwriters with respect to the preparation of the Prospectus, the conduct of the offering and the purchase and sale of the Notes. 25 Please confirm that the foregoing correctly sets forth the agreement between the Nelnet Funding and the Underwriters. Very truly yours, NELNET STUDENT LOAN FUNDING, LLC By: Nelnet Student Loan Management Corporation, as Manager and Special Member BY: /s/ Hannah Smitterberg --------------------------------------- Name: Hannah Smitterberg Title: Assistant Vice President Confirmed as of the date first above mentioned. BANC OF AMERICA SECURITIES LLC, acting on behalf of itself and as Representative of the Underwriters By: /s/ E. Scott Kaysen ----------------------------------------------------------------------- Name: E. Scott Kaysen Title: Principal CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ Kevin Lundquist ----------------------------------------------------------------------- Name: Kevin Lundquist Title: Director
SCHEDULE A - -------------------------------- ------------ ------------- ------------- ------------ -------------- Notes Class A-1 Class A-2 Class A-3 Class A-4 TOTAL - -------------------------------- ------------ ------------- ------------- ------------ -------------- Banc of America Securities LLC $35,550,000 $76,950,000 $25,200,000 $72,544,500 $210,244,500 - -------------------------------- ------------ ------------- ------------- ------------ -------------- Citigroup Global Markets Inc. 35,550,000 76,950,000 25,200,000 72,544,500 210,244,500 - -------------------------------- ------------ ------------- ------------- ------------ -------------- SunTrust Robinson Humphrey, Inc. 7,900,000 17,100,000 5,600,000 16,121,000 46,721,000 --------- ---------- ---------- ---------- ----------- - -------------------------------- ------------ ------------- ------------- ------------ -------------- Total $79,000,000 $171,000,000 $56,000,000 $161,210,000 $467,210,000 - -------------------------------- ------------ ------------- ------------- ------------ --------------
SCHEDULE B TERMS OF THE NOTES - ------------ -------------------------- --------------------- ---------------- ------------- --------------- Class Interest Rate Final Maturity Date Price to Public Underwriting Proceeds to Discount Trust - ------------ -------------------------- --------------------- ---------------- ------------- --------------- Class A-1 3-month LIBOR plus 0.70% September 26, 2016 100% 0.16% $79,000,000 - ------------ -------------------------- --------------------- ---------------- ------------- --------------- Class A-2 3-month LIBOR plus 1.00% September 25, 2018 100% 0.22% $171,000,000 - ------------ -------------------------- --------------------- ---------------- ------------- --------------- Class A-3 3-month LIBOR plus 1.20% March 25, 2020 100% 0.24% $56,000,000 - ------------ -------------------------- --------------------- ---------------- ------------- --------------- Class A-4 3-month LIBOR plus 1.70% June 26, 2034 100% 0.33% $161,210,000 ----------- - ------------ -------------------------- --------------------- ---------------- ------------- --------------- TOTAL $467,210,000 - ------------ -------------------------- --------------------- ---------------- ------------- ---------------
EX-4.1 3 ex4-1.txt INDENTURE OF TRUST Exhibit 4.1 INDENTURE OF TRUST by and between NELNET STUDENT LOAN TRUST 2008-2 and ZIONS FIRST NATIONAL BANK, as Trustee and as Eligible Lender Trustee Dated as of April 1, 2008 NELNET STUDENT LOAN TRUST 2008-2 Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and Indenture of Trust, dated as of April 1, 2008. TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 7.23 310(a)(2) 7.23 310(b) 7.23, 7.09 Section 311(a) 7.08 311(b) 7.08 Section 312(b) 9.16 312(c) 9.16 Section 313(a) 4.15 313(b) 4.15 313(c) 4.15, 6.15 Section 314(a)(1) 4.15 314(a)(2) 4.15 314(a)(3) 4.15 314(a)(4) 4.16 314(c) 2.02, 5.08 314(d)(1) 5.08 Section 315(b) 6.15 Section 317(a)(1) 4.17, 6.10 317(a)(2) 7.24 Section 318(a) 9.09 318(c) 9.09 - -------------------- NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein. ARTICLE I DEFINITIONS AND USE OF PHRASES.................................................3 ARTICLE II NOTE DETAILS AND FORM OF NOTES Section 2.01. Note Details................................................23 Section 2.02. Execution, Authentication and Delivery of Notes.............23 Section 2.03. Registration, Transfer and Exchange of Notes; Persons Treated as Registered Owners................................24 Section 2.04. Lost, Stolen, Destroyed and Mutilated Notes.................25 Section 2.05. Trustee's Authentication Certificate........................25 Section 2.06. Cancellation and Destruction of Notes by the Trustee........25 Section 2.07. Temporary Notes.............................................25 Section 2.08. Issuance of Notes...........................................26 Section 2.09. Definitive Notes............................................26 Section 2.10. Payment of Principal and Interest...........................26 Section 2.11. Notices to Clearing Agency..................................27 ARTICLE III PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS Section 3.01. Parity and Priority of Lien.................................27 Section 3.02. Other Obligations...........................................28 Section 3.03. Derivative Products; Counterparty Payments; Issuer Derivative Payments.........................................28 ARTICLE IV PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER Section 4.01. Payment of Principal and Interest...........................28 Section 4.02. Covenants as to Additional Conveyances......................29 Section 4.03. Further Covenants of the Issuer.............................29 Section 4.04. Enforcement of Master Servicing Agreement and Subservicing Agreements..................................................30 Section 4.05. Procedures for Transfer of Funds............................31 Section 4.06. Additional Covenants with Respect to the Higher Education Act...............................................31 Section 4.07. Financed Eligible Loans; Collections Thereof; Assignment Thereof.....................................................33 Section 4.08. Appointment of Agents, Direction to Trustee, Etc............33 Section 4.09. Capacity to Sue.............................................33 Section 4.10. Continued Existence; Successor to Issuer....................33 Section 4.11. Amendment of Student Loan Purchase Agreements...............34 Section 4.12. Representations; Negative Covenants.........................34 Section 4.13. Additional Covenants........................................39 Section 4.14. Providing of Notice.........................................41 Section 4.15. Certain Reports.............................................41 Section 4.16. Statement as to Compliance..................................42 Section 4.17. Representations of the Issuer Regarding the Trustee's Security Interest...........................................42 Section 4.18. Further Covenants of the Issuer Regarding the Trustee's Security Interest...........................................43 Section 4.19. Borrower Incentive Programs.................................43 Section 4.20. Statements to Noteholders...................................44 i ARTICLE V FUNDS Section 5.01. Creation and Continuation of Funds and Accounts.............44 Section 5.02. Acquisition Fund............................................44 Section 5.03. Capitalized Interest Fund...................................45 Section 5.04. Collection Fund.............................................46 Section 5.05. Reserve Fund................................................49 Section 5.06. Department Rebate Fund......................................50 Section 5.07. Investment of Funds Held by Trustee.........................50 Section 5.08. Release.....................................................51 ARTICLE VI DEFAULTS AND REMEDIES Section 6.01. Events of Default Defined...................................52 Section 6.02. Remedy on Default; Possession of Trust Estate...............53 Section 6.03. Remedies on Default; Advice of Counsel......................54 Section 6.04. Remedies on Default; Sale of Trust Estate...................54 Section 6.05. Appointment of Receiver.....................................55 Section 6.06. Restoration of Position.....................................55 Section 6.07. Application of Sale Proceeds................................55 Section 6.08. Acceleration of Maturity; Rescission and Annulment..........55 Section 6.09. Remedies Not Exclusive......................................56 Section 6.10. Collection of Indebtedness and Suits for Enforcement by Trustee.....................................................56 Section 6.11. Direction of Trustee........................................57 Section 6.12. Right to Enforce in Trustee.................................57 Section 6.13. Physical Possession of Obligations Not Required.............58 Section 6.14. Waivers of Events of Default................................58 Section 6.15. Notice of Defaults..........................................58 ii ARTICLE VII THE TRUSTEE Section 7.01. Acceptance of Trust.........................................59 Section 7.02. Recitals of Others..........................................59 Section 7.03. As to Filing of Indenture...................................59 Section 7.04. Trustee May Act Through Agents..............................60 Section 7.05. Indemnification of Trustee..................................60 Section 7.06. Trustee's Right to Reliance.................................61 Section 7.07. Compensation of Trustee.....................................62 Section 7.08. Creditor Relationships......................................62 Section 7.09. Resignation of Trustee......................................62 Section 7.10. Removal of Trustee..........................................63 Section 7.11. Successor Trustee...........................................63 Section 7.12. Manner of Vesting Title in Trustee..........................63 Section 7.13. Additional Covenants by the Trustee to Conform to the Higher Education Act........................................64 Section 7.14. Right of Inspection.........................................64 Section 7.15. Limitation with Respect to Examination of Reports...........64 Section 7.16. Servicing Agreements........................................64 Section 7.17. Additional Covenants of Trustee.............................64 Section 7.18. Notices to Rating Agencies..................................65 Section 7.19. Merger of the Trustee.......................................66 Section 7.20. Receipt of Funds from Master Servicer or a Subservicer......66 Section 7.21. Special Circumstances Leading to Resignation of Trustee.....66 Section 7.22. Survival of Trustee's Rights to Receive Compensation, Reimbursement and Indemnification...........................66 Section 7.23. Corporate Trustee Required; Eligibility; Conflicting Interests...................................................67 Section 7.24. Trustee May File Proofs of Claim............................67 Section 7.25. No Petition.................................................68 ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.01. Supplemental Indentures Not Requiring Consent of Registered Owners...........................................68 Section 8.02. Supplemental Indentures Requiring Consent of Registered Owners...........................................69 Section 8.03. Additional Limitation on Modification of Indenture..........70 Section 8.04. Conformity with the Trust Indenture Act.....................70 iii ARTICLE IX GENERAL PROVISIONS Section 9.01. Notices.....................................................70 Section 9.02. Covenants Bind Issuer.......................................72 Section 9.03. Lien Created................................................72 Section 9.04. Severability of Lien........................................72 Section 9.05. Consent of Registered Owners Binds Successors...............72 Section 9.06. Nonliability of Persons; No General Obligation..............72 Section 9.07. Nonpresentment of Notes or Interest Checks..................72 Section 9.08. Security Agreement..........................................73 Section 9.09. Laws Governing..............................................73 Section 9.10. Severability................................................73 Section 9.11. Exhibits....................................................73 Section 9.12. Non-Business Days...........................................73 Section 9.13. Parties Interested Herein...................................73 Section 9.14. Obligations Are Limited Obligations.........................73 Section 9.15. Limitations on Counterparty Rights..........................74 Section 9.16. Disclosure of Names and Addresses of Registered Owners......74 Section 9.17. Aggregate Principal Amount of Obligations...................74 Section 9.18. Financed Eligible Loans.....................................74 Section 9.19. Concerning the Delaware Trustee.............................74 ARTICLE X PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE Section 10.01. Trust Irrevocable...........................................75 Section 10.02. Satisfaction of Indenture...................................75 Section 10.03. Optional Purchase of All Financed Eligible Loans............77 Section 10.04. Auction of Financed Eligible Loans..........................77 Section 10.05. Cancellation of Paid Notes..................................78 EXHIBIT A ELIGIBLE LOAN ACQUISITION CERTIFICATE EXHIBIT B-1 FORM OF CLASS A-1 NOTE EXHIBIT B-2 FORM OF CLASS A-2 NOTE EXHIBIT B-3 FORM OF CLASS A-3 NOTE EXHIBIT B-4 FORM OF CLASS A-4 NOTE EXHIBIT C FORM OF ADMINISTRATOR'S MONTHLY SERVICING PAYMENT DATE CERTIFICATE EXHIBIT D FORM OF ADMINISTRATOR'S QUARTERLY DISTRIBUTION DATE CERTIFICATE EXHIBIT E REPORT TO REGISTERED OWNERS iv INDENTURE OF TRUST THIS INDENTURE OF TRUST, dated as of April 1, 2008 (this "Indenture"), is by and between NELNET STUDENT LOAN TRUST 2008-2 (the "Issuer"), a statutory trust duly organized and existing under the laws of the State of Delaware (the "State"), and ZIONS FIRST NATIONAL BANK, a national banking association duly organized and operating under the laws of the United States of America, as trustee hereunder (together with its successors, the "Trustee") and as eligible lender trustee (together with its successors, the "Eligible Lender Trustee") under the Eligible Lender Trust Agreement (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof). W I T N E S S E T H : WHEREAS, the Issuer represents that it is duly created as a statutory trust under the laws of the State and that by proper action has duly authorized the execution and delivery of this Indenture, which Indenture provides for the payment of student loan asset-backed notes (the "Notes") and the payments to any Counterparty (as defined herein); and WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms herein set forth; and WHEREAS, it is hereby agreed between the parties hereto, the Registered Owners of the Notes (the Registered Owners evidencing their consent by their acceptance of the Notes) and any Counterparty (the Counterparty evidencing its consent by its execution and delivery of a Derivative Product (as defined herein)) that in the performance of any of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be general debt on its part, but shall be secured by and payable solely from the Trust Estate, payable in such order of preference and priority as provided herein; NOW, THEREFORE, the Issuer, and as applicable the Eligible Lender Trustee, in consideration of the premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Notes by the Registered Owners thereof, of the execution and delivery of any Derivative Product by a Counterparty and the Issuer and the acknowledgement thereof by the Trustee, of the acknowledgement by the Trustee of the Granting Clauses set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER to the Trustee, for the benefit of the Registered Owners of the Notes and any Counterparty (to secure the payment of any and all amounts which may from time to time become due and owing to a Counterparty pursuant to any Derivative Product), all of the moneys, rights and properties described in the granting clauses A through F below (the "Trust Estate"), as follows: GRANTING CLAUSE A The Available Funds (other than moneys released from the lien of the Trust Estate as provided herein); GRANTING CLAUSE B All moneys and investments held in the Funds and Accounts created under Section 5.01 hereof, including all proceeds thereof and all income thereon; GRANTING CLAUSE C The Financed Eligible Loans (other than Financed Eligible Loans released from the lien of the Trust Estate as provided herein) and all obligations of the obligors thereunder including all moneys accrued and paid thereunder on or after the Cutoff Date; GRANTING CLAUSE D The rights of the Issuer and/or the Eligible Lender Trustee, as applicable, in and to the Eligible Lender Trust Agreement, the Master Servicing Agreement, any Subservicing Agreement, the Student Loan Purchase Agreements, the Administration Agreement, the Custodian Agreement and the Guarantee Agreements as the same relate to the Financed Eligible Loans; GRANTING CLAUSE E The rights of the Issuer in and to any Derivative Product; provided, however, that this Granting Clause E shall not be for the benefit of a Counterparty with respect to its Derivative Product; and GRANTING CLAUSE F All proceeds from any property described in these Granting Clauses and any and all other property, rights and interests of every kind or description that from time to time hereafter is granted, conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security hereunder. TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit and security of all present and future Registered Owners of the Notes, without preference of any Note over any other, except as provided herein, and for enforcement of the payment of the Notes in accordance with their terms, and all other sums payable hereunder (including payments due and payable to any Counterparty) or on the Notes, and for the performance of and compliance with the obligations, covenants and conditions of this Indenture, as if all the Notes and other Obligations (as defined herein) at any time Outstanding had been executed and delivered simultaneously with the execution and delivery of this Indenture; 2 PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the Notes and the interest due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes according to the true intent and meaning thereof, and shall make all required payments into the Funds and Accounts as required under Article V hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient to pay or to provide for payment of the entire amount due and to become so due as herein provided (including payments due and payable to any Counterparty), then this Indenture (other than Sections 4.13, 4.14 (for a period of 90 days after the Issuer has paid or provided for the payments of the amounts described herein) and 7.05 hereof) and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect; NOW, THEREFORE, it is mutually covenanted and agreed as follows: ARTICLE I DEFINITIONS AND USE OF PHRASES Capitalized terms used herein and not otherwise defined shall have the meanings set forth below, as applicable, unless the context clearly requires otherwise: "ACCOUNT" shall mean any of the accounts created and established within any Fund pursuant to this Indenture. "ACQUISITION FUND" shall mean the Fund by that name created in Section 5.01(a) hereof and further described in Section 5.02 hereof, and any additional Accounts and Subaccounts created therein. "ADJUSTED POOL BALANCE" shall mean, for any Quarterly Distribution Date as determined by the Administrator, (a) if the Pool Balance as of the last day of the related Collection Period is greater than 40% of the Initial Pool Balance, the sum of such Pool Balance, amounts then on deposit in the Capitalized Interest Fund and the Specified Reserve Fund Balance for that Quarterly Distribution Date; or (b) if the Pool Balance as of the last day of the related Collection Period is less than or equal to 40% of the Initial Pool Balance, that Pool Balance. "ADMINISTRATION AGREEMENT" shall mean the Administration Agreement, dated as of April 1, 2008, among the Issuer, the Administrator, the Trustee and the Delaware Trustee, as supplemented and amended. "ADMINISTRATION FEE" shall mean an amount equal to 0.05% per annum, based on the aggregate principal amount of the Pool Balance at any time, as determined by the Administrator. "ADMINISTRATOR" shall mean National Education Loan Network, Inc. in its capacity as administrator of the Issuer and the Financed Eligible Loans, or any successor thereto in accordance with the Administration Agreement. 3 "AFFILIATE" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "AUTHORIZED DENOMINATIONS" shall have the meaning ascribed to such term in Section 2.02 hereof "AUTHORIZED REPRESENTATIVE" shall mean, when used with reference to the Issuer, the Administrator and any Person duly authorized by the Trust Agreement to act on the Issuer's behalf. "AVAILABLE FUNDS" shall mean, with respect to a Quarterly Distribution Date or any related Monthly Servicing Payment Date, the sum of the following amounts received to the extent not previously distributed: (a) all collections received by the Master Servicer or any Subservicer on the Financed Eligible Loans (including late fees received by the Master Servicer or any Subservicer with respect to the Financed Eligible Loans and payments from any Guaranty Agency received with respect to the Financed Eligible Loans) but net of (i) any collections in respect of principal on the Financed Eligible Loans applied by the Issuer to repurchase guaranteed loans from the Guaranty Agencies or the Master Servicer or any Subservicer in accordance with its Guarantee Agreement, the Master Servicing Agreement or the related Subservicing Agreement, as applicable; and (ii) amounts required by the Higher Education Act to be paid to the Department (including, but not limited to, any Department Rebate Interest Amounts to be deposited into the Department Rebate Fund or paid directly to the Department) or to be repaid to borrowers (whether or not in the form of a principal reduction of the applicable Financed Eligible Loan), with respect to the Financed Eligible Loans; (b) any Interest Benefit Payments and Special Allowance Payments received by the Trustee or the Eligible Lender Trustee with respect to Financed Eligible Loans; (c) all Liquidation Proceeds from any Financed Eligible Loans which became Liquidated Financed Eligible Loans in accordance with the related Master Servicer or Subservicer's customary servicing procedures, and all other moneys collected with respect to any Liquidated Financed Eligible Loan which was written off, net of the sum of any amounts expended by the Master Servicer or related Subservicer in connection with such liquidation and any amounts required by law to be remitted to the obligor on such Liquidated Financed Eligible Loan; (d) the aggregate Purchase Amounts received for Financed Eligible Loans repurchased by the Seller or purchased by the Master Servicer or a Subservicer or for serial loans sold to another eligible lender pursuant to the Master Servicing Agreement or the related Subservicing Agreement; (e) the aggregate amounts, if any, received from the Seller, the Master Servicer or any Subservicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost Interest Benefit Payments and Special Allowance Payments, with respect to the Financed Eligible Loans pursuant to a Student Loan Purchase Agreement, the Master Servicing Agreement or a Subservicing Agreement, respectively; (f) other amounts received by the Master Servicer or a Subservicer pursuant to its role as Master Servicer or Subservicer under the Master Servicing Agreement or the related Subservicing Agreement, respectively, and payable to the Issuer in connection therewith; (g) all interest earned or gain realized from the investment of amounts in any Fund or Account; (h) any payments received under the Derivative Products from the Counterparties in respect of such Quarterly Distribution Date and (i) any other amounts deposited to the Collection Fund. "Available Funds" shall be determined pursuant to the terms of this definition by the Administrator and reported to the Trustee. Amounts described in clause (a)(i) and (ii) hereof shall be paid by the Trustee upon receipt of a written direction from the Administrator. The Trustee may conclusively rely on such determinations without further duty to review or examine such information. 4 "BASIC DOCUMENTS" shall mean the Trust Agreement, this Indenture, the Master Servicing Agreement, any Subservicing Agreement, the Administration Agreement, the Student Loan Purchase Agreements, the Custodian Agreement, the Guarantee Agreements, the Eligible Lender Trust Agreement, any Derivative Products and other documents and certificates delivered in connection with any thereof. "BUSINESS DAY" shall mean (a) for purposes of calculating LIBOR, any day on which banks in New York, New York and London, England are open for the transaction of international business; and (b) for all other purposes, any day other than a Saturday, a Sunday, a holiday or any other day on which banks located in New York, New York or the city in which the principal office of the Trustee is located, are authorized or permitted by law, regulation or executive order to close. "CAPITALIZED INTEREST FUND" shall mean the Fund by that name created in Section 5.01(b) hereof and further described in Section 5.03 hereof. "CARRYOVER SERVICING FEES" shall have the meaning assigned to such term in the Master Servicing Agreement. "CERTIFICATE OF INSURANCE" shall mean any Certificate evidencing that a Financed Eligible Loan is Insured pursuant to a Contract of Insurance. "CERTIFICATE OF TRUST" shall mean the certificate filed with the Secretary of State of the State establishing the Issuer under Delaware law. "CLASS" shall mean, as appropriate, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes. "CLASS A NOTEHOLDER" shall mean the Person in whose name a Class A Note is registered in the Note registration books of the Trustee. "CLASS A NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for any Quarterly Distribution Date for any Class of Class A Notes, the Class A-1 Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest Distribution Amount, the Class A-3 Noteholders' Interest Distribution Amount or the Class A-4 Noteholders' Interest Distribution Amount, as applicable, in each case to the extent payable on such Quarterly Distribution Date. "CLASS A NOTES" shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes. 5 "CLASS A OBLIGATIONS" shall mean Class A Notes and the Derivative Products, the priority of payment of which is equal with that of Class A Notes. "CLASS A-1 MATURITY DATE" shall mean the September 2016 Quarterly Distribution Date. "CLASS A-1 NOTE INTEREST SHORTFALL" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-1 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-1 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-1 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-1 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Administrator. "CLASS A-1 NOTEHOLDER" shall mean the Person in whose name a Class A-1 Note is registered in the Note registration books maintained by the Trustee. "CLASS A-1 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-1 Rate for the related Interest Accrual Period on the Outstanding Amount of the Class A-1 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-1 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal place, as determined by the Administrator. "CLASS A-1 NOTES" shall mean the $79,000,000 Student Loan Asset-Backed Notes, Senior Class A-1 issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-1 hereto. "CLASS A-1 RATE" shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable Three-Month LIBOR plus 0.70%, as determined by the Administrator. For the first Interest Accrual Period, the Class A-1 Rate shall be determined by reference to the following formula: x + [22/30 * (y-x)] plus 0.70%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. "CLASS A-2 MATURITY DATE" shall mean the September 2018 Quarterly Distribution Date. "CLASS A-2 NOTE INTEREST SHORTFALL" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-2 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-2 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-2 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-2 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Administrator. 6 "CLASS A-2 NOTEHOLDER" shall mean the Person in whose name a Class A-2 Note is registered in the Note registration books maintained by the Trustee. "CLASS A-2 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-2 Rate for the related Interest Accrual Period on the Outstanding Amount of the Class A-2 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-2 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal place, as determined by the Administrator. "CLASS A-2 NOTES" shall mean the $171,000,000 Student Loan Asset-Backed Notes, Senior Class A-2 issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-2 hereto. "CLASS A-2 RATE" shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable Three-Month LIBOR plus 1.00%, as determined by the Administrator. For the first Interest Accrual Period, the Class A-2 Rate shall be determined by reference to the following formula: x + [22/30 * (y-x)] plus 1.00%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. "CLASS A-3 MATURITY DATE" shall mean the March 2020 Quarterly Distribution Date. "CLASS A-3 NOTE INTEREST SHORTFALL" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-3 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-3 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-3 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-3 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Administrator. "CLASS A-3 NOTEHOLDER" shall mean the Person in whose name a Class A-3 Note is registered in the Note registration books maintained by the Trustee. 7 "CLASS A-3 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-3 Rate for the related Interest Accrual Period on the Outstanding Amount of the Class A-3 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-3 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal place, as determined by the Administrator. "CLASS A-3 NOTES" shall mean the $56,000,000 Student Loan Asset-Backed Notes, Senior Class A-3 issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-3 hereto. "CLASS A-3 RATE" shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable Three-Month LIBOR plus 1.20%, as determined by the Administrator. For the first Interest Accrual Period, the Class A-3 Rate shall be determined by reference to the following formula: x + [22/30 * (y-x)] plus 1.20%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. "CLASS A-4 MATURITY DATE" shall mean the June 2034 Quarterly Distribution Date. "CLASS A-4 NOTE INTEREST SHORTFALL" shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class A-4 Noteholders' Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class A-4 Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class A-4 Noteholders, to the extent permitted by law, at the interest rate borne by the Class A-4 Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Administrator. "CLASS A-4 NOTEHOLDER" shall mean the Person in whose name a Class A-4 Note is registered in the Note registration books maintained by the Trustee. "CLASS A-4 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued at the Class A-4 Rate for the related Interest Accrual Period on the Outstanding Amount of the Class A-4 Notes immediately prior to such Quarterly Distribution Date; and (b) the Class A-4 Note Interest Shortfall for such Quarterly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal place, as determined by the Administrator. 8 "CLASS A-4 NOTES" shall mean the $161,210,000 Student Loan Asset-Backed Notes, Senior Class A-4 issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B-4 hereto. "CLASS A-4 RATE" shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable Three-Month LIBOR plus 1.70%, as determined by the Administrator. For the first Interest Accrual Period, the Class A-4 Rate shall be determined by reference to the following formula: x + [22/30 * (y-x)] plus 1.70%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. "CLEARING AGENCY" shall mean an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company and its successor or assigns and the initial nominee for the Clearing Agency shall be Cede & Co. If (a) the then Clearing Agency resigns from its functions as depository of the Notes or (b) the Issuer discontinues use of the Clearing Agency, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Notes and which is selected by the Issuer with the consent of the Trustee. "CLEARING AGENCY PARTICIPANT" shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to time. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations, including applicable temporary and proposed regulations, relating to such section which are applicable to the Notes or the use of the proceeds thereof. A reference to any specific section of the Code shall be deemed also to be a reference to the comparable provisions of any enactment which supersedes or replaces the Code thereunder from time to time. "COLLECTION FUND" shall mean the Fund by that name created in Section 5.01(c) hereof and further described in Section 5.04 hereof. "COLLECTION PERIOD" shall mean, with respect to the first Quarterly Distribution Date, the period beginning on April 1, 2008 and ending on May 31, 2008, and with respect to each subsequent Quarterly Distribution Date, the Collection Period shall mean the three calendar months immediately preceding such Quarterly Distribution Date. "COMMISSION" shall mean the Securities and Exchange Commission. "CONTRACT OF INSURANCE" shall mean the contract of insurance between the Eligible Lender and the Secretary. 9 "COUNTERPARTY" shall mean the counterparties to any Derivative Product entered into pursuant to Section 3.03 hereof. "COUNTERPARTY PAYMENTS" shall mean any payment to be made to, or for the benefit of, the Issuer under a Derivative Product. "CUSTODIAN AGREEMENT" shall mean, collectively or individually as the context may require, the custodian agreements with the Master Servicer and each Subservicer or other custodian or bailee related to Financed Eligible Loans. "CUTOFF DATE" shall mean (i) with respect to the initial pool of Financed Eligible Loans, March 31, 2008; and (ii) with respect to subsequently acquired Eligible Loans, the date on which such loans are transferred to the Issuer. "DATE OF ISSUANCE" shall mean April 3, 2008. "DELAWARE TRUSTEE" shall mean M&T Trust Company of Delaware, a Delaware limited purpose trust company, solely in its capacity as the trustee of the Issuer under the Trust Agreement. "DELAWARE TRUSTEE FEE" shall mean (a) the Delaware Trustee's initial setup fee plus the initial $2,500 annual fee and (b) an annual fee equal to $2,500, payable on each May Quarterly Distribution Date, beginning on the May 2009 Quarterly Distribution Date. "DEPARTMENT" shall mean the United States Department of Education, an agency of the Federal government. "DEPARTMENT REBATE FUND" shall mean the Fund by that name created in Section 5.01(d) hereof and further described in Section 5.06 hereof, including any Accounts and Subaccounts created therein. "DEPARTMENT REBATE INTEREST AMOUNT" means, with respect to any date of determination, the greater of (a)(i) the amount of interest paid by borrowers on the Financed Eligible Loans first disbursed on or after April 1, 2006 that exceeds the Special Allowance Payment support levels applicable to such Financed Student Loans under the Higher Education Act since the prior Department Rebate Payment Date less (ii) the amount of accrued Interest Subsidy Payments or Special Allowance Payments due to the Issuer since the prior Department Rebate Payment Date and (b) $0.00. "DEPARTMENT REBATE PAYMENT DATE" means the quarterly date that (i) the Department Rebate Interest Amount is due and payable to the Department or (ii) the Department offsets the Department Rebate Interest Amount from Interest Subsidy Payments or Special Allowance Payments due to the Issuer. "DEPOSITOR" shall mean Nelnet Student Loan Funding, LLC, and its successors and assigns and any other Person or Persons as may become a Depositor pursuant to the terms of the Trust Agreement. 10 "DERIVATIVE PRODUCT" shall mean any interest rate, currency or other hedge agreement, credit default swap or similar agreement entered into between the Issuer and a Counterparty subsequent to the Date of Issuance subject to the provisions of Section 3.03 hereof. "DERIVATIVE VALUE" shall mean the value of a Derivative Product, if any, to the Counterparty, provided that such value is defined and calculated in substantially the same manner as amounts are defined and calculated pursuant to the applicable provisions of an ISDA Master Agreement. "DETERMINATION DATE" shall mean, with respect to any Quarterly Distribution Date or the Monthly Servicing Payment Date, as applicable, the second Business Day preceding such Quarterly Distribution Date or Monthly Servicing Payment Date. "ELIGIBLE LENDER" shall mean (i) Zions First National Bank, in its capacity as eligible lender trustee hereunder and under the terms of the Eligible Lender Trust Agreement, and (ii) any "eligible lender," as defined in the Higher Education Act, and which has received an eligible lender designation from the Secretary with respect to Eligible Loans made under the Higher Education Act. "ELIGIBLE LENDER TRUST AGREEMENT" shall mean the Eligible Lender Trust Agreement, dated as of April 1, 2008, between the Issuer and Zions First National Bank, as eligible lender trustee, as amended from time to time. "ELIGIBLE LOAN" shall mean any loan made to finance post-secondary education that is made under the Higher Education Act and had its first disbursement prior to October 1, 2007, provided that if, after any reauthorization or amendment of the Higher Education Act, loans authorized thereunder, including, without limitation, their benefits, any provisions, or the servicing thereof, are materially different from loans so authorized prior to such reauthorization or amendment, such loans authorized after such reauthorization or amendment shall not constitute Eligible Loans unless a Rating Confirmation is obtained. "ELIGIBLE LOAN ACQUISITION CERTIFICATE" shall mean a certificate signed by an Authorized Representative in substantially the form attached as Exhibit A hereto. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "EVENT OF BANKRUPTCY" shall mean (a) the Issuer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed generally to pay its debts as they become due, or shall have taken any action to authorize any of the foregoing; or (b) an involuntary case or other proceeding shall have been commenced against the Issuer seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property provided such action or proceeding is not dismissed within 60 days. 11 "EVENT OF DEFAULT" shall have the meaning specified in Article VI hereof. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. "FINANCED" or "FINANCING" when used with respect to Eligible Loans, shall mean or refer to Eligible Loans (a) acquired by the Issuer with balances in the Acquisition Fund or otherwise deposited in or accounted for in the Acquisition Fund or otherwise constituting a part of the Trust Estate and (b) Eligible Loans substituted or exchanged for Financed Eligible Loans, but does not include Eligible Loans released from the lien of this Indenture and sold or transferred, to the extent permitted by this Indenture. "FISCAL YEAR" shall mean the fiscal year of the Issuer (initially January 1 to December 31) as established from time to time. "FITCH" shall mean Fitch Inc., its successors and assigns. "FUNDS" shall mean each of the Funds created pursuant to Section 5.01 hereof. "GUARANTEE" or "GUARANTEED" shall mean, with respect to an Eligible Loan, the insurance or guarantee by a Guaranty Agency pursuant to such Guaranty Agency's Guarantee Agreement of the maximum percentage of the principal of and accrued interest on such Eligible Loan allowed by the terms of the Higher Education Act with respect to such Eligible Loan at the time it was originated and the coverage of such Eligible Loan by the federal reimbursement contracts, providing, among other things, for reimbursement to such Guaranty Agency for payments made by it on defaulted Eligible Loans insured or guaranteed by such Guaranty Agency of at least the minimum reimbursement allowed by the Higher Education Act with respect to a particular Eligible Loan. "GUARANTEE AGREEMENTS" shall mean a guaranty or lender agreement between the Trustee or the Eligible Lender Trustee and any Guaranty Agency, and any amendments thereto. "GUARANTY AGENCY" shall mean any entity authorized to guarantee student loans under the Higher Education Act and with which the Trustee or the Eligible Lender Trustee maintains a Guarantee Agreement. "HIGHER EDUCATION ACT" shall mean the Higher Education Act of 1965, as amended or supplemented from time to time, or any successor federal act and all regulations, directives, bulletins and guidelines promulgated from time to time thereunder. "HIGHEST PRIORITY OBLIGATIONS" shall mean the Class A Obligations. "INDENTURE" shall mean this Indenture of Trust, including all supplements and amendments hereto. 12 "INDEPENDENT" shall mean, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons; (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons; and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, placement agent, trustee, partner, director or person performing similar functions. "INDEPENDENT CERTIFICATE" shall mean a certificate or opinion to be delivered to the Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of this Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof. "INDEX MATURITY" shall mean (i) for Two-Month LIBOR, two months and (ii) for Three-Month LIBOR, three months. "INITIAL POOL BALANCE" shall mean the Pool Balance as of the Date of Issuance. "INSURANCE" or "INSURED" or "INSURING" shall mean, with respect to an Eligible Loan, the insuring by the Secretary (as evidenced by a Certificate of Insurance or other document or certification issued under the provisions of the Higher Education Act) under the Higher Education Act of 100% of the principal of and accrued interest on such Eligible Loan. "INTEREST ACCRUAL PERIOD" shall mean, initially, the period commencing on the Date of Issuance and ending on June 24, 2008 and thereafter, with respect to each Quarterly Distribution Date, the period beginning on and including the immediately preceding Quarterly Distribution Date and ending on the day immediately preceding such current Quarterly Distribution Date. "INTEREST BENEFIT PAYMENT" shall mean an interest payment on Eligible Loans received pursuant to the Higher Education Act and an agreement with the federal government, or any similar payments. "INVESTMENT AGREEMENT" shall mean (a) the Investment Agreement, dated as of April 3, 2008, between the Trustee and Trinity Plus Funding Company, LLC and (b) any other investment agreement upon the receipt of a Rating Confirmation. The Trustee shall provide notice to each Rating Agency of any amendment to or transfer of an Investment Agreement. The issuance by the Rating Agencies of the ratings on the Notes on the Date of Issuance shall serve as the Rating Confirmation required with respect to the Investment Agreement set forth in clause (a) above. Neither the Trustee nor the Issuer shall (i) consent to any material amendment to an Investment Agreement, (ii) consent to any assignment of an Investment Agreement, (iii) if permitted, fail to terminate an Investment Agreement upon a ratings downgrade of the Investment Agreement provider by S&P or (iv) approve a transferee of an Investment Agreement without first obtaining a letter from S&P confirming that such action or failure to act will not, in and of itself, result in a downgrade of its Ratings then applicable to the Notes, or cause S&P to suspend, withdraw or qualify its Ratings then applicable to the Notes. 13 "INVESTMENT SECURITIES" shall mean: (a) direct obligations of, or obligations on which the timely payment of the principal of and interest on which are unconditionally and fully guaranteed by, the United States of America; (b) interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of 12 months or less with any bank, trust company, national banking association or other depository institution, including those of the Trustee, provided that, at the time of deposit or purchase such depository institution has commercial paper which is rated "A-1+" by S&P and "F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below; (c) interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of 24 months or less, but more than 12 months, with any bank, trust company, national banking association or other depository institution, including those of the Trustee and any of its affiliates, provided that, at the time of deposit or purchase such depository institution has senior debt rated "A" or higher by S&P and "AA-" or higher by Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below; (d) interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of more than 24 months with any bank, trust company, national banking association or other depository institution, including those of the Trustee and any of its affiliates, provided that, at the time of deposit or purchase such depository institution has senior debt rated "AA" or higher by S&P and "AA" or higher by Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P, "P-1" by Moody's and "F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below; (e) bonds, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following agencies: Federal Farm Credit Banks, Federal Home Loan Mortgage Corporation; the Export-Import Bank of the United States; the Federal National Mortgage Association; the Farmers Home Administration; Federal Home Loan Banks provided such obligation is rated "AAA" by S&P, "Aaa" by Moody's and "AAA" by Fitch; or any agency or instrumentality of the United States of America which shall be established for the purposes of acquiring the obligations of any of the foregoing or otherwise providing financing therefor; 14 (f) repurchase agreements and reverse repurchase agreements, other than overnight repurchase agreements and overnight reverse repurchase agreements, with banks, including the Trustee and any of its affiliates, which are members of the Federal Deposit Insurance Corporation or firms which are members of the Securities Investors Protection Corporation, in each case whose outstanding, unsecured debt securities are rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by S&P and Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below; (g) overnight repurchase agreements and overnight reverse repurchase agreements at least 101% collateralized by securities described in subparagraph (a) of this definition and with a counterparty, including the Trustee and any of its affiliates, that has senior debt rated "AA" or higher by S&P and "AA-" or higher by Fitch, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below, or a counterparty approved in writing by S&P, Moody's and Fitch, respectively; (h) investment agreements or guaranteed investment contracts, which may be entered into by and among the Issuer and/or the Trustee and any bank, bank holding company, corporation or any other financial institution, including the Trustee and any of its affiliates, whose outstanding (i) commercial paper is rated "A-1+" by S&P and "F1+" by Fitch for agreements or contracts with a maturity of 12 months or less and has the required ratings from Moody's corresponding to the duration of such investment set forth below; (ii) unsecured long-term debt is rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by S&P and Fitch and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1+" by Fitch for agreements or contracts with a maturity of 24 months or less, but more than 12 months and has the required ratings from Moody's corresponding to the duration of such investment set forth below, or (iii) unsecured long-term debt which is rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by S&P and Fitch and, if commercial paper is outstanding, commercial paper which is rated "A-1+" by S&P and "F1+" by Fitch for agreements or contracts with a maturity of more than 24 months and has the required ratings from Moody's corresponding to the duration of such investment set forth below, or, in each case, by an insurance company whose claims-paying ability is so rated; (i) "tax exempt bonds" as defined in Section 150(a)(6) of the Code, other than "specified private activity bonds" as defined in Section 57(a)(5)(C) of the Code, that are rated in the highest category by S&P and Fitch for long-term or short-term debt or shares of a so-called money market or mutual fund rated "AAAm/AAAm-G" or higher by S&P, and "AAA/F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below, that do not constitute "investment property" within the meaning of Section 148(b)(2) of the Code, provided that the fund has all of its assets invested in obligations of such rating quality; (j) commercial paper, including that of the Trustee and any of its affiliates, which is rated in the single highest classification, "A-1+" by S&P and "F1+" by Fitch and has the required ratings from Moody's corresponding to the duration of such investment set forth below, and which matures not more than 270 days after the date of purchase; 15 (k) investments in a money market fund rated at least "AAAm" or "AAAm-G" by S&P, "Aaa" by Moody's and AAA/V1+ by Fitch, including funds for which the Trustee or an affiliate thereof acts as investment advisor or provides other similar services for a fee; (l) any Investment Agreement; and (m) any other investment with a Rating Confirmation from each Rating Agency. Each Investment Security or the provider of such Investment Security (other than those described in paragraphs (a), (e), (k) and (l) of this definition) shall have the following Moody's long-term and or short-term ratings corresponding to the duration of such investment: MAXIMUM MATURITY MINIMUM RATINGS One Month "A2" or "Prime-1" Three Months "A1" and "Prime-1" Six Months "Aa3" and "Prime-1" Greater than Six Months "Aaa" and "Prime-1" "ISDA MASTER AGREEMENT" shall mean the ISDA Master Agreement, copyright 1992, as amended from time to time, and as in effect with respect to any Derivative Product. "ISSUER" shall mean Nelnet Student Loan Trust 2008-2, a statutory trust organized and existing under the laws of the State, and any successor thereto. "ISSUER DERIVATIVE PAYMENT" shall mean any payment required to be made by or on behalf of the Issuer due to a Counterparty pursuant to a Derivative Product. "ISSUER ORDER" shall mean a written order signed in the name of the Issuer by an Authorized Representative. "LIBOR" shall mean Two-Month LIBOR or Three-Month LIBOR, as applicable. "LIBOR DETERMINATION DATE" shall mean, for each Interest Accrual Period, the second Business Day before the beginning of that Interest Accrual Period. "LIQUIDATED FINANCED ELIGIBLE LOAN" shall mean any defaulted Financed Eligible Loan liquidated by the Master Servicer or a Subservicer (which shall not include any Financed Eligible Loan on which payments are received from a Guaranty Agency) or which such Master Servicer's or Subservicer has, after using all reasonable efforts to realize upon such Financed Eligible Loan, determined to charge off. 16 "LIQUIDATION PROCEEDS" shall mean, with respect to any Liquidated Financed Eligible Loan which became a Liquidated Financed Eligible Loan during the current Collection Period in accordance with the Master Servicer's or a Subservicer's customary servicing procedures, the moneys collected in respect of the liquidation thereof from whatever source, other than moneys collected with respect to any Liquidated Financed Eligible Loan which was written off in prior Collection Periods or during the current Collection Period, net of the sum of any amounts expended by such Master Servicer or Subservicer in connection with such liquidation and any amounts required by law to be remitted to the obligor on such Liquidated Financed Eligible Loan. "MASTER PROMISSORY NOTE" shall mean a Master Promissory Note in the form mandated by Section 432(m)(1) of the Higher Education Act, as added by Public Law No: 105-244 ss. 427, 112 Stat. 1702 (1998), as amended by Public Law No: 106-554 (enacted December 21, 2000) and as codified in 20 U.S.C. ss. 1082(m)(1). "MASTER SERVICER" shall mean National Education Loan Network, Inc. and any other master servicer or successor master servicer selected by the Issuer, including an affiliate of the Issuer, so long as the Issuer obtains a Rating Confirmation as to each such other master servicer. "MASTER SERVICING AGREEMENT" shall mean (a) the Master Servicing Agreement, dated as of April 1, 2008, among the Issuer, the Depositor, the Administrator and the Master Servicer, as amended from time to time, and (b) any replacement master servicing agreement among the Issuer, the Depositor, the Administrator and any other Master Servicer. "MATURITY" when used with respect to any Note, shall mean the date on which the principal thereof becomes due and payable as therein or herein provided, whether at its Note Final Maturity Date, by earlier prepayment or purchase, by declaration of acceleration, or otherwise. "MINIMUM PURCHASE AMOUNT" shall mean, on any Quarterly Distribution Date, an amount that would be sufficient to (a) reduce the Outstanding Amount of each Class of Notes on such Quarterly Distribution Date to zero; (b) pay to the respective Registered Owners the Class A Noteholders' Interest Distribution Amount payable on such Quarterly Distribution Date; (c) pay any Servicing Fees and Carryover Servicing Fees, Administration Fees, Trustee Fees and Delaware Trustee Fees due and owing; and (d) pay any Issuer Derivative Payments due and owing. "MONTHLY SERVICING PAYMENT DATE" shall mean the twenty-fifth (25th) day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, commencing on April 25, 2008. "MOODY'S" shall mean Moody's Investors Service, Inc., its successors and assigns. "MPN LOAN" shall mean a loan originated pursuant to the Federal Family Education Loan Program and the Higher Education Act and evidenced by a Master Promissory Note. 17 "NOTE FINAL MATURITY DATE" for a Class of Notes or for any Note of such Class, as the context may require, shall mean the Class A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date or the Class A-4 Maturity Date, as applicable. "NOTEHOLDER" shall mean, (a) with respect to a book-entry Note, the Person who is the owner of such book-entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency); and (b) with respect to Notes held in definitive form pursuant to Section 2.09 hereof, the Person in whose name a Note is registered in the Note registration books of the Trustee. "NOTES" shall mean the Class A Notes. "OBLIGATIONS" shall mean the Class A Obligations. "OPINION OF COUNSEL" shall mean (a) with respect to the Issuer one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Delaware Trustee, the Issuer the Seller or an Affiliate of the Seller and who shall be reasonably satisfactory to the Trustee, and which opinion or opinions shall be addressed to the Trustee, as trustee, shall comply with any applicable requirements of the Trust Indenture Act and shall be in form and substance satisfactory to the Trustee; and (b) with respect to the Seller, the Administrator, the Master Servicer or a Subservicer, one or more written opinions of counsel who may be an employee of or counsel to the Seller, the Administrator, the Master Servicer or a Subservicer, which counsel shall be acceptable to the Trustee and the Delaware Trustee. "OPTIONAL PURCHASE DATE" shall have the meaning set forth in Section 10.03 hereof. "OUTSTANDING" shall mean, when used in connection with any Note, a Note which has been executed and delivered pursuant to this Indenture which at such time remains unpaid as to principal or interest, excluding Notes which have been replaced pursuant to Section 2.03 or 2.04 hereof and when used in connection with a Derivative Product, a Derivative Product which has not expired or been terminated, unless provision has been made for such payment pursuant to Section 10.02 hereof. "OUTSTANDING AMOUNT" shall mean, as of any date of determination, the aggregate principal amount of all Notes Outstanding or the applicable Class or Classes of Notes, as the case may be, Outstanding at such date of determination. "PARITY RATIO" shall mean, on any Quarterly Distribution Date, (a) the Pool Balance (including all accrued interest on the Financed Eligible Loans) plus the amounts on deposit in the Reserve Fund as of the end of the related Collection Period divided by (b) the Outstanding Amount of the Notes, after giving effect to distributions to be made on that Quarterly Distribution Date. The Parity Ratio shall be calculated by the Administrator and certified to the Trustee upon which the Trustee may conclusively rely with no duty to further examine or determine such information. 18 "PERSON" shall mean an individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization or government or agency, or political subdivision thereof. "POOL BALANCE" shall mean as of any date the aggregate principal balance of the Financed Eligible Loans on such date (including accrued interest thereon to the extent such interest is expected to be capitalized), after giving effect to the following, without duplication: (i) all payments received by the Issuer through such date from or on behalf of obligors on such Financed Eligible Loans; (ii) all Purchase Amounts on Financed Eligible Loans received by the Issuer through such date from the Seller, the Master Servicer or a Subservicer; (iii) all Liquidation Proceeds and Realized Losses on Financed Eligible Loans liquidated through such date; (iv) the aggregate amount of adjustments to balances of Financed Eligible Loans permitted to be effected by the Master Servicer or a Subservicer under the Master Servicing Agreement or its related Subservicing Agreement, if any, recorded through such date; and (v) the aggregate amount by which reimbursements by Guarantee Agencies of the unpaid principal balance of defaulted Financed Eligible Loans through such date are reduced from 100% to 97%, or other applicable percentage as required by the risk sharing provisions of the Higher Education Act. The Pool Balance shall be calculated by the Administrator and certified to the Trustee, upon which the Trustee may conclusively rely with no duty to further examine or determine such information. "PRINCIPAL DISTRIBUTION AMOUNT" shall mean, as determined by the Administrator, (a) with respect to any Quarterly Distribution Date prior to the March 2014 Quarterly Distribution Date, the Outstanding Amount less the difference between the Adjusted Pool Balance as of the last day of the related Collection Period and $16,340,000; and (b) with respect to the March 2014 Quarterly Distribution Date and each Quarterly Distribution Date thereafter, the Outstanding Amount less the product of (i) 95.24% and (ii) the Adjusted Pool Balance as of the last day of the related Collection Period. Further, on the Note Final Maturity Date for a Class of Notes, the Principal Distribution Amount on that date also shall include the amount needed to reduce the Outstanding Amount of such Class of Notes to zero. "PRINCIPAL OFFICE" shall mean the principal office of the party indicated, as set forth in Section 9.01 hereof or elsewhere in this Indenture. "PRIORITY TERMINATION PAYMENT" shall mean, with respect to a Derivative Product, any termination payment payable by the Issuer under such Derivative Product relating to an early termination of such Derivative Product by the Counterparty, as the non-defaulting party, following (i) a default in the payment of a regularly scheduled payment by the Issuer thereunder, (ii) the occurrence of an Event of Default specified in Section 6.01(d) hereof or (iii) the Trustee's taking any action hereunder to liquidate the Trust Estate following an Event of Default and acceleration of the Notes pursuant to Section 6.04 hereof. "PROGRAM" shall mean the Depositor's program for the origination and the purchase of Eligible Loans, as the same may be modified from time to time. "PURCHASE AMOUNT" with respect to any Financed Eligible Loan shall mean the amount required to prepay in full such Financed Eligible Loan under the terms thereof including all accrued interest thereon and any unamortized premium, it being acknowledged that any accrued and unpaid Interest Subsidy Payments or Special Allowance Payments will continue to be payable to the Trustee and constitute part of the Trust Estate. 19 "QUARTERLY DISTRIBUTION DATE" shall mean the twenty-fifth (25th) day of March, June, September and December or, if such day is not a Business Day, the immediately succeeding Business Day, commencing on June 25, 2008. "RATING" shall mean one of the rating categories of Fitch, Moody's and S&P or any other Rating Agency, provided Fitch, Moody's and S&P or any other Rating Agency, as the case may be, is currently rating the Notes. "RATING AGENCY" shall mean each of Fitch, Moody's and S&P and their successors and assigns or any other rating agency requested by the Issuer to maintain a Rating on any of the Notes. "RATING CONFIRMATION" shall mean a letter from each Rating Agency then providing a Rating for any of the Notes, confirming that a proposed action, failure to act, or other event specified therein will not, in and of itself, result in a downgrade of any of the Ratings then applicable to the Notes, or cause any Rating Agency to suspend, withdraw or qualify the Ratings then applicable to the Notes. "REALIZED LOSS" shall mean the excess of the principal balance (including any interest that had been or had been expected to be capitalized) of any Liquidated Financed Eligible Loan over Liquidation Proceeds with respect to such Financed Eligible Loan to the extent allocable to principal (including any interest that had been or had been expected to be capitalized). "RECORD DATE" shall mean, with respect to a Quarterly Distribution Date, the close of business on the day preceding such Quarterly Distribution Date. "REFERENCE BANKS" shall mean, with respect to a determination of LIBOR for any Interest Accrual Period by the Administrator, four major banks in the London interbank market selected by the Administrator. "REGISTERED OWNER" shall mean any Noteholder, and, with respect to a Derivative Product, any Counterparty, unless the context otherwise requires. "REGULATIONS" shall mean the Regulations promulgated from time to time by the Secretary or any Guaranty Agency guaranteeing Financed Eligible Loans. "RESERVE FUND" shall mean the Fund by that name created in Section 5.01(e) hereof and further described in Section 5.05 hereof, including any Accounts and Subaccounts created therein. "S&P" shall mean Standard & Poor's Ratings Group, a Division of The McGraw-Hill Companies, Inc., its successors and assigns. 20 "SECRETARY" shall mean the Secretary of the United States Department of Education or any successor to the pertinent functions thereof under the Higher Education Act. "SELLER" shall mean Nelnet Student Loan Funding, LLC, and its successors and assigns. "SERVICER'S REPORT" shall mean the servicer reports to be furnished to the Issuer by the Master Servicer or a Subservicer pursuant to the Master Servicing Agreement or its related Subservicing Agreement. "SERVICING FEE" shall mean the fees and expenses due to the Master Servicer and any Subservicer under the terms of the Master Servicing Agreement or its related Subservicing Agreement and the fees and expenses due to any custodian under the terms of a Custodian Agreement. "SPECIAL ALLOWANCE PAYMENTS" shall mean the special allowance payments authorized to be made by the Secretary by Section 438 of the Higher Education Act, or similar allowances, if any, authorized from time to time by federal law or regulation. "SPECIFIED RESERVE FUND BALANCE" shall mean, with respect to any Quarterly Distribution Date, the greater of (a) 0.25% of the Pool Balance as of the close of business on the last day of the related Collection Period; and (b) 0.10% of the Initial Pool Balance, provided that in no event will such balance exceed the sum of the Outstanding Amount of the Notes and provided further, that such Specified Reserve Fund Balance may be reduced with a Rating Confirmation. The Specified Reserve Fund Balance shall be calculated by the Administrator and certified to the Trustee, upon which certification the Trustee may conclusively rely with no duty to further examine or determine such information. "STATE" shall mean the State of Delaware. "STUDENT LOAN PURCHASE AGREEMENT" shall mean the Loan Purchase Agreement, dated as of April 1, 2008, between the Issuer and the Seller. "SUBACCOUNT" shall mean any of the subaccounts which may be created and established within any Account by this Indenture. "SUBSERVICER" shall mean Nelnet, Inc., and any other additional subservicer or successor subservicer selected by the Issuer, including an affiliate of the Issuer, so long as the Issuer obtains a Rating Confirmation as to each such other subservicer. "SUBSERVICING AGREEMENT" shall mean, collectively or individually as the context may require, (a) the Nelnet, Inc. Subservicing Agreement, dated as of April 1, 2008, between the Master Servicer and Nelnet, Inc., as subservicer; and (b) any subservicing agreement between the Master Servicer and any other Subservicer. "SUPPLEMENTAL INDENTURE" shall mean an agreement supplemental hereto executed pursuant to Article VIII hereof. 21 "TERMINATION PAYMENT" shall mean, with respect to a Derivative Product, any termination payment payable by the Issuer under such Derivative Product relating to an early termination of such Derivative Product by the Counterparty, as the non-affected party or non-defaulting party, after the occurrence of a termination event or event of default specified in such Derivative Product, including any Priority Termination Payment. "THREE-MONTH LIBOR" or "Two-Month LIBOR" shall mean, with respect to any Interest Accrual Period, the London interbank offered rate for deposits in U.S. dollars having the applicable Index Maturity as it appears on Reuters Screen LIBOR01 Page, or another page of this or any other financial reporting service in general use in the financial services industry, as of 11:00 a.m., London time, on the related LIBOR Determination Date as determined by the Administrator. If this rate does not appear on Reuters Screen LIBOR01 Page, or another page of this or any other financial reporting service in general use in the financial services industry, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having the applicable Index Maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks. The Administrator will request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Administrator at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. dollars to leading European banks having the applicable Index Maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, Two-Month LIBOR or Three-Month LIBOR, as the case may be, in effect for the applicable Interest Accrual Period will be Two-Month LIBOR or Three-Month LIBOR, as the case may be, in effect for the previous Interest Accrual Period. "TRUST AGREEMENT" shall mean the Trust Agreement, dated as of March 18, 2008, by and between the Depositor and the Delaware Trustee, as may be amended pursuant to the terms thereof. "TRUST AUCTION DATE" shall have the meaning set forth in Section 10.04 hereof. "TRUST ESTATE" shall mean the property described as such in the granting clauses hereto. "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this Indenture was executed, except as provided in Section 8.04 hereof. "TRUSTEE" shall mean Zions First National Bank, acting in its capacity as Trustee under this Indenture, or any successor trustee designated pursuant to this Indenture. "TRUSTEE FEE" shall mean an amount equal to the annual amount set forth in the Trustee Fee Letter, dated April 1, 2008. Such fee shall be in satisfaction of the Trustee's compensation as trustee under this Indenture and as eligible lender trustee under the Eligible Lender Trust Agreement. 22 "TWO-MONTH LIBOR" shall have the meaning ascribed to such term under the definition of "Three-Month LIBOR." Words importing the masculine gender include the feminine gender, and words importing the feminine gender include the masculine gender. Words importing persons include firms, associations and corporations. Words importing the singular number include the plural number and vice versa. Additional terms are defined in the body of this Indenture. ARTICLE II NOTE DETAILS AND FORM OF NOTES SECTION 2.01. NOTE DETAILS. The Notes, together with the Trustee's certificate of authentication, shall be in substantially the forms set forth in Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Representatives executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the Date of Issuance. The terms of the Notes set forth in Exhibit B hereto are part of the terms of this Indenture. SECTION 2.02. EXECUTION, AUTHENTICATION AND DELIVERY OF NOTES. The Notes shall be executed in the name and on behalf of the Issuer by the manual or facsimile signature of an Authorized Representative. Any Note may be signed (manually or by facsimile) or attested on behalf of the Issuer by any person who, at the date of such act, shall hold the proper office or position, notwithstanding that at the date of authentication, issuance or delivery, such person may have ceased to hold such office or position. The Trustee shall upon Issuer Order authenticate and deliver Notes for original issue in an aggregate principal amount of $467,210,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.04 hereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof (the "Authorized Denominations"). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication in accordance with Section 2.05 hereof. 23 Each Class of Notes will be initially issued in Book-Entry Form and will be represented by a book-entry note certificate deposited on the Date of Issuance with Zions First National Bank, as custodian for the initial Clearing Agency and registered in the name of "Cede & Co." as initial nominee for the initial Clearing Agency. SECTION 2.03. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; PERSONS TREATED AS REGISTERED OWNERS. The Issuer shall cause books for the registration and for the transfer of the Notes as provided in this Indenture to be kept by the Trustee which is hereby appointed the transfer agent of the Issuer for the Notes. Notwithstanding such appointment and with the prior written consent of the Issuer, the Trustee is hereby authorized to make any arrangements with other institutions which it deems necessary or desirable in order that such institutions may perform the duties of transfer agent for the Notes. Upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like Class and aggregate principal amount of the same Note Final Maturity Date. Notes may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of fully registered Notes of the same Class, interest rate and Note Final Maturity Date in Authorized Denominations. The Issuer shall execute and the Trustee shall authenticate and deliver Notes which the Registered Owner making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. The execution by the Issuer of any fully registered Note of any Authorized Denomination shall constitute full and due authorization of such denomination and the Trustee shall thereby be authorized to authenticate and deliver such fully registered Note. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b)(i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly dispose of the Notes. The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to Section 2.07 hereof. 24 SECTION 2.04. LOST, STOLEN, DESTROYED AND MUTILATED NOTES. Upon receipt by the Trustee of evidence satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and, in the case of a lost, stolen or destroyed Note, of indemnity satisfactory to it, and upon surrender and cancellation of the Note, if mutilated, (a) the Issuer shall execute, and the Trustee shall authenticate and deliver, a replacement Note of the same Class, interest rate, Note Final Maturity Date and denomination in lieu of such lost, stolen, destroyed or mutilated Note or (b) if such lost, stolen, destroyed or mutilated Note shall have matured or within 15 days shall be due and payable, in lieu of executing and delivering a new Note as aforesaid, the Issuer may pay such Note. Any such new Note shall bear a number not contemporaneously outstanding. The applicant for any such new Note may be required to pay all taxes and governmental charges and all expenses and charges of the Issuer and of the Trustee in connection with the issuance of such Note. All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing conditions are exclusive with respect to the replacement and payment of mutilated, destroyed, lost or stolen Notes, negotiable instruments or other securities. SECTION 2.05. TRUSTEE'S AUTHENTICATION CERTIFICATE. The Trustee's authentication certificate upon any Notes shall be substantially in the form attached to the Notes. No Note shall be secured hereby or entitled to the benefit hereof, or shall be valid or obligatory for any purpose, unless a certificate of authentication, substantially in such form, has been duly executed by the Trustee; and such certificate of the Trustee upon any Note shall be conclusive evidence and the only competent evidence that such Note has been authenticated and delivered hereunder. The Trustee's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Notes issued hereunder. SECTION 2.06. CANCELLATION AND DESTRUCTION OF NOTES BY THE TRUSTEE. Whenever any Outstanding Notes shall be delivered to the Trustee for the cancellation thereof pursuant to this Indenture, upon payment of the principal amount and interest represented thereby, or for replacement pursuant to Section 2.03 hereof, such Notes shall be promptly cancelled and, within a reasonable time, cremated or otherwise destroyed by the Trustee and counterparts of a certificate of destruction evidencing such cremation or other destruction shall be furnished by the Trustee to the Issuer. SECTION 2.07. TEMPORARY NOTES. Pending the preparation of definitive Notes, the Issuer may execute and the Trustee shall authenticate and deliver temporary Notes. Temporary Notes shall be issuable as fully registered Notes without coupons, of any denomination, and substantially in the form of the definitive Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Issuer. Every temporary Note shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Notes. As promptly as practicable the Issuer shall execute and shall furnish definitive Notes and thereupon temporary Notes may be surrendered in exchange therefor without charge at the principal office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Notes a like aggregate principal amount of definitive Notes. Until so exchanged the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes. 25 SECTION 2.08. ISSUANCE OF NOTES. The Issuer shall have the authority, upon complying with the provisions of this Article, to issue and deliver the Notes which shall be secured by the Trust Estate. In addition, the Issuer may enter into any Derivative Products it deems necessary or desirable with respect to any or all of the Notes. SECTION 2.09. DEFINITIVE NOTES. If (a) the Administrator advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge its responsibilities with respect to the Notes, and the Administrator is unable to locate a successor; (b) the Administrator at its option, with the consent of the applicable Clearing Agency Participants, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (c) after the occurrence of an Event of Default, or a default by the Master Servicer, a Subservicer or the Administrator under the Master Servicing Agreement, its related Servicing Agreement or the Administration Agreement, respectively, Noteholders representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the Clearing Agency (which shall then notify the Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Noteholders and the applicable Clearing Agency Participants consent to the termination of the book-entry system through the Clearing Agency, then the Trustee shall cause the Clearing Agency to notify all Noteholders, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Notes to Noteholders requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the book-entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of definitive Notes, the Trustee shall recognize the holders of the definitive Notes as Registered Owners. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Noteholder shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (a) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (b) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect. SECTION 2.10. PAYMENT OF PRINCIPAL AND INTEREST. (a) Each Class of Notes shall accrue interest as provided in the forms of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, set forth in Exhibits B-1, B-2, B-3 and B-4 respectively, hereto. Such interest shall be payable with respect to each Class of Notes on each Quarterly Distribution Date as specified in Section 5.04(c) hereof, subject to Section 4.01 hereof. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Quarterly Distribution Date shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes 26 have been issued pursuant to Section 2.09 hereof, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Quarterly Distribution Date or on the Note Final Maturity Date for such Note which shall be payable as provided below. The amount of interest distributable to Noteholders of the Notes for each $1,000 in principal amount will be calculated by applying the applicable interest rate for the Interest Accrual Period to the principal amount of $1,000, multiplying that product by the actual number of days in the Interest Accrual Period divided by 360, and rounding the resulting percentage figure to the fifth decimal point. (b) The principal of each Note shall be payable in installments on each Quarterly Distribution Date as provided in Section 5.04(c) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the Note Final Maturity Date for such Class of Notes and on the date on which an Event of Default shall have occurred and be continuing if the Trustee or the Registered Owners of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 6.02 hereof. The Trustee shall notify the Person in whose name a Note is registered on or prior to the close of business on the Record Date preceding the applicable Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile or electronic delivery prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. SECTION 2.11. NOTICES TO CLEARING AGENCY. Whenever a notice or other communication is required under this Indenture to be given to Noteholders, unless and until Definitive Notes shall have been issued to Noteholders pursuant to Section 2.09 hereof, the Trustee shall give all such notices and communications specified herein to the applicable Clearing Agency. ARTICLE III PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS SECTION 3.01. PARITY AND PRIORITY OF LIEN. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Registered Owners of any and all of the Obligations, all of which, shall be of equal rank without preference, priority or distinction of any of the Obligations over any other thereof, except as expressly provided in this Indenture with respect to certain payment and other priorities. 27 SECTION 3.02. OTHER OBLIGATIONS. The Available Funds and other moneys, Financed Eligible Loans, securities, evidences of indebtedness, interests, rights and properties pledged under this Indenture are and will be owned by the Issuer free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, of equal rank with or subordinate to the respective pledges created by this Indenture, except as otherwise expressly provided herein, and all action on the part of the Issuer to that end has been duly and validly taken. If any Financed Eligible Loan is found to have been subject to a lien at the time such Financed Eligible Loan was acquired, the Issuer shall cause such lien to be released, shall purchase such Financed Eligible Loan from the Trust Estate for a purchase price equal to its principal amount plus any unamortized premium, if any, and interest accrued thereon or shall replace such Financed Eligible Loan with another Eligible Loan with substantially identical characteristics which replacement Eligible Loan shall be free and clear of liens at the time of such replacement. Except as otherwise provided herein, the Issuer shall not create or voluntarily permit to be created any debt, lien or charge on the Financed Eligible Loans which would be on a parity with, subordinate to, or prior to the lien of this Indenture; shall not do or omit to do or suffer to be done or omitted to be done any matter or things whatsoever whereby the lien of this Indenture or the priority of such lien for the Obligations hereby secured might or could be lost or impaired; and will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands which if unpaid might by law be given precedence to or any equality with this Indenture as a lien or charge upon the Financed Eligible Loans; provided, however, that nothing in this Section shall require the Issuer to pay, discharge or make provision for any such lien, charge, claim or demand so long as the validity thereof shall be by it in good faith contested, unless thereby, in the opinion of the Trustee, the same will endanger the security for the Obligations; and provided further that any subordinate lien hereon (i.e., subordinate to the lien securing the Class A Obligations) shall be entitled to no payment from the Trust Estate, nor may any remedy be exercised with respect to such subordinate lien against the Trust Estate until all Obligations have been paid or deemed paid hereunder. SECTION 3.03. DERIVATIVE PRODUCTS; COUNTERPARTY PAYMENTS; ISSUER DERIVATIVE PAYMENTS. The Issuer hereby authorizes and directs the Trustee to acknowledge and agree to any Derivative Product hereafter entered into by the Issuer and a Counterparty under which (a) the Issuer may be required to make, from time to time, payments to a Counterparty and (b) the Trustee may receive, from time to time, Counterparty Payments for the account of the Issuer. No Derivative Product shall be entered into subsequent to the Date of Issuance unless the Trustee shall have received a Rating Confirmation from each Rating Agency that such Derivative Product will not adversely affect the Rating on any of the Notes. ARTICLE IV PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER SECTION 4.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants that it will promptly pay, but solely from the Trust Estate, the principal of and interest, if any, on each and every Obligation issued under the provisions of this Indenture at the places, on the dates and in the manner specified herein and in said Obligations according to the true intent and meaning thereof. The Obligations shall be and are hereby declared to be payable from and equally secured, except as specifically provided in this Indenture with respect to certain payment and other priorities, by an irrevocable first lien on and pledge of the properties constituting the Trust Estate, subject to the application thereof as permitted by this Indenture, but in no event shall the Registered Owners or any Counterparty have any right to possession or control of any Financed Eligible Loans, which shall be held only by the Trustee or its agent or bailee. 28 SECTION 4.02. COVENANTS AS TO ADDITIONAL CONVEYANCES. At any and all times, the Issuer will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers and assurances in law as the Trustee shall reasonably require for the better conveying, transferring and pledging and confirming unto the Trustee, all and singular, the properties constituting the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. SECTION 4.03. FURTHER COVENANTS OF THE ISSUER. (a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office of the Secretary of State of the State and any other jurisdiction necessary to perfect and maintain the security interest granted by the Issuer and the Eligible Lender Trustee hereunder. The Issuer and the Eligible Lender Trustee hereby irrevocably authorize the Trustee to file any and all financing statements and amendments thereto as may be required or advisable in such form as is determined by the Trustee in order to perfect or to continue the perfection of the security interest in the Trust Estate, in each case, on behalf of the Issuer and the Eligible Lender Trustee. Such financing statements and any amendments thereto may describe the Trust Estate as being of an equal or greater scope or with greater detail than as set forth in the definition of "Trust Estate" (the terms of which shall be binding on the Issuer and the Eligible Lender Trustee). (b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, including but not limited to the Basic Documents to which it is a party, the Guarantee Agreements and the Certificate of Insurance, and will punctually perform all duties required by the Trust Agreement and the laws of the State. (c) The Issuer shall be operated on the basis of its Fiscal Year. (d) The Issuer shall cause to be kept full and proper books of records and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the Issuer which relate to the Notes and any Derivative Product. (e) The Issuer, upon written request of the Trustee, will permit at all reasonable times the Trustee or its agents, accountants and attorneys, to examine and inspect the property, books of account, records, reports and other data relating to the Financed Eligible Loans, and will furnish the Trustee such other information as it may reasonably request. The Trustee shall be under no duty to make any such examination unless requested in writing to do so by the Registered Owners of 66-2/3% in collective aggregate principal amount of the Notes at the time Outstanding, and unless such Registered Owners shall have offered the Trustee security and indemnity satisfactory to it against any costs, expenses and liabilities which might be incurred thereby. 29 (f) The Issuer shall cause an annual audit to be made by an independent auditing firm of national reputation and file one copy thereof with the Trustee and each Rating Agency within 150 days of the close of each Fiscal Year. The Trustee shall be under no obligation to review or otherwise analyze such audit. (g) The Issuer covenants that all Financed Eligible Loans upon receipt thereof shall be delivered to the Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to the Master Servicing Agreement, a Subservicing Agreement or a Custodian Agreement. (h) Notwithstanding anything to the contrary contained herein, except upon the occurrence and during the continuance of an Event of Default hereunder, the Issuer hereby expressly reserves and retains the privilege to receive and, subject to the terms and provisions of this Indenture, to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or realize upon its rights and interest in and to the Financed Eligible Loans and the proceeds and collections therefrom, and neither the Trustee nor any Registered Owner shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim or suit and the Trustee shall be under no obligation whatsoever to exercise any such privilege, claim or suit; provided, however, that the Trustee shall have and retain possession or control of the Financed Eligible Loans pursuant to Section 5.02 hereof (which Financed Eligible Loans may be held by the Trustee's agent or bailee) so long as such loans are subject to the lien of this Indenture. SECTION 4.04. ENFORCEMENT OF MASTER SERVICING AGREEMENT AND SUBSERVICING AGREEMENTS. The Issuer shall comply with, shall require the Master Servicer to comply with and shall cause the Master Servicer to require the Subservicers to comply with the following whether or not the Issuer is otherwise in default under this Indenture: (a) cause to be diligently enforced and taken all reasonable steps, actions and proceedings necessary for the enforcement of all terms, covenants and conditions of the Master Servicing Agreement and all Subservicing Agreements, including the prompt payment of all amounts due the Issuer thereunder, including, without limitation, all principal and interest payments, and Guarantee payments which relate to any Financed Eligible Loans and cause the Master Servicer and each Subservicer to specify whether payments received by it represent principal or interest; (b) not permit the release of the obligations of the Master Servicer and any Subservicer under the Master Servicing Agreement and any Subservicing Agreement except in conjunction with amendments or modifications permitted by paragraph (h) below; 30 (c) at all times, to the extent permitted by law, cause to be defended, enforced, preserved and protected the rights and privileges of the Issuer, the Trustee and the Registered Owners under or with respect to the Master Servicing Agreement and each Subservicing Agreement; (d) at its own expense, the Issuer shall duly and punctually perform and observe each of its obligations to the Master Servicer or a Subservicer under the Master Servicing Agreement or its related Subservicing Agreement in accordance with the terms thereof; (e) the Issuer agrees to give the Trustee and each Rating Agency prompt written notice of each default on the part of the Master Servicer or a Subservicer of its obligations under the Master Servicing Agreement or its related Subservicing Agreement coming to the Issuer's attention; (f) the Issuer shall not waive any default by the Master Servicer or a Subservicer under the Master Servicing Agreement or its related Subservicing Agreement without the written consent of the Trustee and the giving of written notice to each Rating Agency; (g) the Issuer shall cause the Master Servicer and each Subservicer to deliver to the Trustee and the Issuer, on or before March 30 of each year, beginning with March 30, 2009, a certificate stating that (i) a review of the activities of the Master Servicer and each Subservicer during the preceding calendar year and of its performance under the Master Servicing Agreement and its related Subservicing Agreement has been made under the supervision of the officer signing such certificate and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer and such Subservicer has fulfilled all its obligations under the Master Servicing Agreement and its related Subservicing Agreement throughout such year, or, there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and stature thereof. The Issuer shall send copies of such annual certificate of the Master Servicer and each Subservicer to each Rating Agency; and (h) not consent or agree to or permit any amendment or modification of the Master Servicing Agreement or any Subservicing Agreement which will in any manner materially adversely affect the rights or security of the Registered Owners. The Issuer and the Trustee shall be entitled to receive and rely upon an opinion of counsel that any such amendment or modification will not materially adversely affect the rights or security of the Registered Owners. SECTION 4.05. PROCEDURES FOR TRANSFER OF FUNDS. In any instance where this Indenture requires a transfer of funds or money from one Fund to another, a transfer of ownership in investments or an undivided interest therein may be made in any manner agreeable to the Issuer and the Trustee, and in the calculation of the amount transferred, interest on the investment which has or will accrue before the date the money is needed in the fund to which the transfer is made shall not be taken into account or considered as money on hand at the time of such transfer. 31 SECTION 4.06. ADDITIONAL COVENANTS WITH RESPECT TO THE HIGHER EDUCATION ACT. The Issuer covenants that it will cause the Trustee to be, or replace the Trustee with, an Eligible Lender under the Higher Education Act, that it will acquire or cause to be acquired Eligible Loans originated and held only by an Eligible Lender and that it will not dispose of or deliver any Financed Eligible Loans or any security interest in any such Financed Eligible Loans to any party who is not an Eligible Lender so long as the Higher Education Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of Guaranteed Eligible Loans; provided, however, that nothing above shall prevent the Issuer from delivering the Eligible Loans to the Master Servicer, a Subservicer or a Guaranty Agency. The Registered Owners of the Notes shall not in any circumstances be deemed to be the owner or holder of the Guaranteed Eligible Loans. The Issuer, or the Administrator on behalf of the Issuer, shall be responsible for each of the following actions with respect to the Higher Education Act: (a) the Issuer, or the Administrator on behalf of the Issuer, shall be responsible for dealing with the Secretary with respect to the rights, benefits and obligations, under the Certificates of Insurance, including but not limited to the payment of all of the fees owed with respect to the Financed Eligible Loans, and the Issuer, or the Administrator on behalf of the Issuer, shall be responsible for dealing with the Guaranty Agencies with respect to the rights, benefits and obligations under the Guarantee Agreements with respect to the Financed Eligible Loans; (b) the Issuer, or the Administrator on behalf of the Issuer, shall cause to be diligently enforced, and shall cause to be taken all reasonable steps, actions and proceedings necessary or appropriate for the enforcement of all terms, covenants and conditions of all Financed Eligible Loans and agreements in connection therewith, including the prompt payment of all principal and interest payments and all other amounts due thereunder; (c) the Issuer, or the Administrator on behalf of the Issuer, shall cause the Financed Eligible Loans to be serviced by entering into the Master Servicing Agreement or other agreement with the Master Servicer for the collection of payments made for, and the administration of the accounts of, the Financed Eligible Loans; (d) the Issuer, or the Administrator on behalf of the Issuer, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Higher Education Act and any regulations or rulings thereunder, with respect to the Financed Eligible Loans; (e) the Issuer, or the Administrator on behalf of the Issuer, shall cause all Available Funds, including the benefits of the Guarantee Agreements, the Interest Benefit Payments and the Special Allowance Payments, to flow to the Trustee. The Trustee shall have no liability for actions taken at the direction of the Issuer or the Administrator, except for negligence or willful misconduct in the performance of its express duties hereunder. The Trustee shall have no obligation to administer, service or collect the loans in the Trust Estate or to maintain or monitor the administration, servicing or collection of such loans; and 32 (f) the Issuer, or the Administrator on behalf of the Issuer, shall cause each Financed Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1) of the Higher Education Act to be acquired pursuant to a Student Loan Purchase Agreement with the Seller containing language similar to the following: "The Seller hereby represents and warrants that the Seller is transferring all of its right title and interest in the MPN Loan to the Trustee, that it has not assigned any interest in such MPN Loan (other than security interests that have been released or ownership interests that the Seller has reacquired) to any person other than the Trustee, and that no prior holder of the MPN Loan has assigned any interest in such MPN Loan (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any Person other than a predecessor in title to the Seller. The Seller hereby covenants that the Seller shall not attempt to transfer to any other Person any interest in any MPN Loan assigned hereunder. The Seller hereby authorizes the Trustee to file a UCC-1 financing statement identifying the Seller as debtor and the Trustee as secured party and describing the MPN Loan sold pursuant to this Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Trustee's interest in the MPN Loans and shall not be deemed to contradict the express intent of the Seller and the Trustee that the transfer of MPN Loans under this Agreement is an absolute assignment of such MPN Loans and is not a transfer of such MPN Loans as security for a debt." The Trustee shall not be deemed to be the designated agent for the purposes of this Section unless it has agreed in writing to be such agent. SECTION 4.07. FINANCED ELIGIBLE LOANS; COLLECTIONS THEREOF; ASSIGNMENT THEREOF. The Issuer, through the Master Servicer and one or more Subservicers, shall diligently collect all principal and interest payments on all Financed Eligible Loans, and all Interest Benefit Payments, insurance, guarantee and default claims and Special Allowance Payments which relate to such Financed Eligible Loans; provided, however, the Issuer may offer interest rate reductions with respect to the Financed Eligible Loans which result in rates of interest not less than those shown in the cash flow analyses provided to each Rating Agency on the Date of Issuance, and provided further that such rates of interest may be further reduced if a Rating Confirmation is obtained, based on new cash flow analyses containing such assumptions as the Issuer shall reasonably determine. The Issuer shall cause the filing and assignment of such claims (prior to the timely filing deadline for such claims under the Regulations) by the Master Servicer or the appropriate Subservicer. The Issuer will comply with the Higher Education Act and Regulations which apply to the Program and to such Financed Eligible Loans. SECTION 4.08. APPOINTMENT OF AGENTS, DIRECTION TO TRUSTEE, ETC. The Issuer shall employ and appoint all employees, agents, consultants and attorneys which it may consider necessary. No member of the board of directors or officer of the Administrator, either singly or collectively, shall be personally liable for any act or omission not willfully fraudulent or mala fide. The Issuer hereby directs the Trustee to enter into this Indenture, the Administration Agreement, the Custodian Agreements and the Investment Agreement. The Issuer hereby directs the Eligible Lender Trustee to enter into this Indenture, the Guarantee Agreements, the Custodian Agreements and the Eligible Lender Trust Agreement. 33 SECTION 4.09. CAPACITY TO SUE. The Issuer shall have the power and capacity to sue and to be sued on matters arising out of or relating to the financing of the Financed Eligible Loans. SECTION 4.10. CONTINUED EXISTENCE; SUCCESSOR TO ISSUER. The Issuer agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a Delaware statutory trust, except as otherwise permitted by this Section. The Issuer further agrees that it will not (a) sell, transfer or otherwise dispose of all or substantially all, of its assets (except Financed Eligible Loans if such sale, transfer or disposition will discharge this Indenture in accordance with Article X hereof); (b) consolidate with or merge into another entity; or (c) permit one or more other entities to consolidate with or merge into it. The preceding restrictions in clauses (a), (b) and (c) above shall not apply to a transaction if the transferee or the surviving or resulting entity, if other than the Issuer, by proper written instrument for the benefit of the Trustee, irrevocably and unconditionally assumes the obligation to perform and observe the agreements and obligations of the Issuer under this Indenture. If a transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further transfer shall be made except in compliance with the provisions of this Section. SECTION 4.11. AMENDMENT OF STUDENT LOAN PURCHASE AGREEMENTS. The Issuer shall notify the Trustee in writing of any proposed amendments to any existing Student Loan Purchase Agreement. No such amendment shall become effective unless and until the Trustee consents thereto in writing. The consent of the Trustee shall not be unreasonably withheld and shall not be withheld if the Trustee receives an opinion of counsel acceptable to it that such an amendment is required by the Higher Education Act and is not materially prejudicial to the Registered Owners. SECTION 4.12. REPRESENTATIONS; NEGATIVE COVENANTS. (a) The Issuer hereby makes the following representations and warranties to the Trustee on which the Trustee relies in authenticating the Notes and on which the Registered Owners have relied in purchasing the Notes. Such representations and warranties shall survive the transfer and assignment of the Trust Estate to the Trustee. (i) ORGANIZATION AND GOOD STANDING. The Issuer is duly organized and validly existing under the laws of the State, and has the power to own its assets and to transact the business in which it presently engages. (ii) DUE QUALIFICATION. The Issuer is duly qualified to do business and is in good standing, and has obtained all material necessary licenses and approvals, in all jurisdictions where the failure to be so qualified, have such good standing or have such licenses or approvals would have a material adverse effect on the Issuer's business and operations or in which the actions as required by this Indenture require or will require such qualification. 34 (iii) AUTHORIZATION. The Issuer has the power, authority and legal right to create and issue the Notes; to execute, deliver and perform this Indenture; and to grant the Trust Estate to the Trustee; furthermore, the creation and issuance of the Notes; execution, delivery and performance of this Indenture; and grant of the Trust Estate to the Trustee have been duly authorized by the Issuer by all necessary statutory trust action. (iv) BINDING OBLIGATION. This Indenture, assuming due authorization, execution and delivery by the Trustee; the Notes in the hands of the Registered Owners thereof; and the Issuer Derivative Payments constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether a proceeding at law or in equity. (v) NO VIOLATION. The consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the organizational documents of the Issuer, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its material properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Indenture, nor violate any law or any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties. (vi) NO PROCEEDINGS. There are no proceedings, injunctions, writs, restraining orders or investigations to which the Issuer or any of its affiliates is a party pending, or, to the best of its knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Indenture, (B) seeking to prevent the issuance of any Notes or the consummation of any of the transactions contemplated by this Indenture or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of this Indenture. (vii) APPROVALS. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required on the part of the Issuer in connection with the execution and delivery of this Indenture have been taken or obtained on or prior to the Date of Issuance. 35 (viii) PLACE OF BUSINESS. The Issuer's place of business and chief executive office is located in Wilmington, Delaware, and the Issuer has had no other chief executive office. (ix) TAX AND ACCOUNTING TREATMENT. The Issuer intends to treat the transactions contemplated by the Student Loan Purchase Agreements as an absolute transfer rather than as a pledge of the Financed Eligible Loans from the Seller for federal income tax and financial accounting purposes and the Issuer (through the Eligible Lender Trustee) will be treated as the owner of the Financed Eligible Loans for all purposes. The Issuer further intends to treat the Notes as its indebtedness for federal income tax and financial accounting purposes. (x) TAXES. The Issuer has filed (or caused to be filed) all federal, state, county, local and foreign income, franchise and other tax returns required to be filed by it through the date hereof, and has paid all taxes reflected as due thereon. There is no pending dispute with any taxing authority that, if determined adversely to the Issuer, would result in the assertion by any taxing authority of any material tax deficiency, and the Issuer has no knowledge of a proposed liability for any tax year to be imposed upon such entity's properties or assets for which there is not an adequate reserve reflected in such entity's current financial statements. (xi) LEGAL NAME. The legal name of the Issuer is "Nelnet Student Loan Trust 2008-2" and has not changed since its inception. The Issuer has no trade names, fictitious names, assumed names or "dba's" under which it conducts its business and has made no filing in respect of any such name. (xii) BUSINESS PURPOSE. The Issuer has acquired the Financed Eligible Loans conveyed to it under a Student Loan Purchase Agreement for a bona fide business purpose and has undertaken the transactions contemplated herein as principal rather than as an agent of any other Person. The Issuer has no subsidiaries, has adopted and operated consistently with all requirements for statutory trusts under the laws of the State with respect to its operations and has engaged in no other activities other than those specified in this Indenture and the Student Loan Purchase Agreements and in accordance with the transactions contemplated herein and therein. (xiii) COMPLIANCE WITH LAWS. The Issuer is in compliance with all applicable laws and regulations with respect to the conduct of its business and has obtained and maintains all permits, licenses and other approvals as are necessary for the conduct of its operations. 36 (xiv) VALID BUSINESS REASONS; NO FRAUDULENT TRANSFERS. The transactions contemplated by this Indenture are in the ordinary course of the Issuer's business and the Issuer has valid business reasons for granting the Trust Estate pursuant to this Indenture. At the time of each such grant: (A) the Issuer granted the Trust Estate to the Trustee without any intent to hinder, delay or defraud any current or future creditor of the Issuer; (B) the Issuer was not insolvent and did not become insolvent as a result of any such grant; (C) the Issuer was not engaged and was not about to engage in any business or transaction for which any property remaining with such entity was an unreasonably small capital or for which the remaining assets of such entity are unreasonably small in relation to the business of such entity or the transaction; (D) the Issuer did not intend to incur, and did not believe or should not have reasonably believed, that it would incur, debts beyond its ability to pay as they become due; and (E) the consideration received by the Issuer for the grant of the Trust Estate was reasonably equivalent to the value of the related grant. (xv) NO MANAGEMENT OF AFFAIRS OF SELLER. The Issuer is not and will not be involved in the day-to-day management of the Seller, the Administrator, the Depositor or any affiliate. (xvi) NO TRANSFERS WITH SELLER OR AFFILIATES. Other than the acquisition of assets and the transfer of any Notes pursuant to this Indenture, the Issuer does not engage in and will not engage in any transactions with the Seller and affiliates, except as provided herein with respect to the Administration Agreement and the Master Servicing Agreement or the payment of distributions to the Depositor. (xvii) ABILITY TO PERFORM. There has been no material impairment in the ability of the Issuer to perform its obligations under this Indenture. (xviii) FINANCIAL CONDITION. No material adverse change has occurred in the Issuer's financial status since the date of its formation. (xix) EVENT OF DEFAULT. No Event of Default has occurred and no event has occurred that, with the giving of notice, the passage of time, or both, would become an Event of Default. (xx) ACQUISITION OF FINANCED ELIGIBLE LOANS LEGAL. The Issuer has complied with all applicable federal, state and local laws and regulations in connection with its acquisition of the Financed Eligible Loans from the Seller. (xxi) NO MATERIAL MISSTATEMENTS OR OMISSIONS. No information, certificate of an officer, statement furnished in writing or report delivered to the Trustee, the Master Servicer, a Subservicer or any Registered Owner by the Issuer contains any untrue statement of a material fact or omits a material fact necessary to make such information, certificate, statement or report not misleading. (xxii) NOT AN INVESTMENT COMPANY. The Issuer is not an "investment company" within the meaning of the Investment Company Act, or is exempt from all provisions of the Investment Company Act. 37 (b) The Issuer will not: (i) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or make any deduction from, the principal amount of any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; (iii) except as otherwise provided herein, dissolve or liquidate in whole or in part, except with the prior written consent of the Trustee, and to the extent Notes remain Outstanding, approval of the Registered Owners and a Rating Confirmation; (iv) permit the validity or effectiveness of this Indenture, any Supplement or any grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby; (v) except as otherwise provided herein, permit any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof; (vi) permit the lien of this Indenture not to constitute a valid first priority, perfected security interest in the Trust Estate; (vii) incur or assume any indebtedness or guarantee any indebtedness of any Person whether secured by any Financed Eligible Loans under this Indenture or otherwise, except for such obligations as may be incurred by the Issuer in connection with the issuance of the Notes pursuant to this Indenture and unsecured trade payables in the ordinary course of its business; (viii) operate such that it would be consolidated with the Depositor or any other affiliate and its separate existence disregarded in any federal or state proceeding; (ix) act as agent of the Seller or, except as provided in its Student Loan Purchase Agreement, allow the Seller to act as its agent; (x) allow the Seller or the Depositor or any other affiliate to pay its expenses, guarantee its obligations or advance funds to it for payment of expenses; or 38 (xi) consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer; or the Issuer shall not consent to the appointment of a receiver, conservator or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Issuer or of or relating to all or substantially all of its property; or admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. (c) The Issuer makes the following representations and warranties as to the Trust Estate which is granted to the Trustee hereunder on such date, on which the Trustee relies in accepting the Trust Estate. Such representations and warranties shall survive the grant of the Trust Estate to the Trustee pursuant to this Indenture: (i) FINANCED ELIGIBLE LOANS. Each Financed Eligible Loan acquired by the Issuer shall constitute an Eligible Loan and shall satisfy any representations and warranties made with respect thereto in an applicable Student Loan Purchase Agreement. Notwithstanding the definition of "Eligible Loans" herein, the Issuer covenants that no more than 20% of each purchase of Eligible Loans will be made up of Eligible Loans delinquent by more than 30 days. (ii) GRANT. It is the intention of the Issuer that the transfer herein contemplated constitutes a grant of the Financed Eligible Loans to the Trustee. (iii) ALL FILINGS MADE. All filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Trustee a first priority perfected ownership and security interest in the Trust Estate, including the Financed Eligible Loans, have been made no later than the Date of Issuance and copies of the file-stamped financing statements shall be delivered to the Trustee within five Business Days of receipt by the Issuer or its agent from the appropriate secretary of state. The Issuer has not caused, suffered or permitted any lien, pledges, offsets, defenses, claims, counterclaims, charges or security interest with respect to the Financed Eligible Loans (other than the security interest created in favor of the Trustee) to be created. (iv) TRANSFER NOT SUBJECT TO BULK TRANSFER ACT. Each grant of the Financed Eligible Loans by the Issuer pursuant to this Indenture is not subject to the bulk transfer act or any similar statutory provisions in effect in any applicable jurisdiction. 39 (v) NO TRANSFER TAXES DUE. Each grant of the Financed Eligible Loans (including all payments due or to become due thereunder) by the Issuer pursuant to this Indenture is not subject to and will not result in any tax, fee or governmental charge payable by the Issuer or the Seller to any federal, state or local government. SECTION 4.13. ADDITIONAL COVENANTS. So long as any of the Notes are Outstanding: (a) The Issuer shall not engage in any business or activity other than in connection with the transactions contemplated by the Basic Documents. (b) The Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity except as otherwise provided herein. (c) The funds and other assets of the Issuer shall not be commingled with those of any other individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof. (d) The Issuer shall not be, become or hold itself out as being liable for the debts of any other party. (e) The Issuer shall not form, or cause to be formed, any subsidiaries. (f) The Issuer shall act solely in its own name and through its duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. (g) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to applicable law) inside or outside the State at such place or places as may be designated from time to time by the provisions of the Trust Agreement. (h) All actions of the Issuer shall be taken by an Authorized Representative. (i) The Issuer shall not amend, alter, change or repeal any provision contained in this Section without (i) the prior written consent of the Trustee and (ii) a Rating Confirmation from each Rating Agency then rating any Notes Outstanding (a copy of which shall be provided to the Trustee) that such amendment, alteration, change or repeal will have no adverse effect on the rating assigned to the Notes. (j) The Issuer shall not amend its Certificate of Trust or its Trust Agreement without first obtaining the prior written consent of each Rating Agency. (k) All audited financial statements of the Issuer that are consolidated with those of any affiliate thereof will contain detailed notes clearly stating that (i) all of the Issuer's assets are owned by the Issuer, and (ii) the Issuer is a separate entity with creditors who have received ownership and/or security interests in the Issuer's assets. 40 (l) The Issuer will strictly observe legal formalities in its dealings with the Seller, the Depositor or any affiliate thereof, and funds or other assets of the Issuer will not be commingled with those of the Seller, the Depositor or any other affiliate thereof. The Issuer shall not maintain joint bank accounts or other depository accounts to which the Seller, the Depositor or any other affiliate has independent access. None of the Issuer's funds will at any time be pooled with any funds of the Seller, the Depositor or any other affiliate. (m) The Issuer will maintain an arm's length relationship with the Seller (and any Affiliate). Any Person that renders or otherwise furnishes services to the Issuer will be compensated by the Issuer at market rates for such services it renders or otherwise furnishes to the Issuer except as otherwise provided in this Indenture. Except as contemplated in this Indenture, the Student Loan Purchase Agreements, the Master Servicing Agreement or a Subservicing Agreement, the Issuer will not hold itself out to be responsible for the debts of the Seller, the Depositor or the decisions or actions respecting the daily business and affairs of the Seller or the Depositor. SECTION 4.14. PROVIDING OF NOTICE. The Issuer, upon learning of any failure on its part to observe or perform in any material respect any covenant, representation or warranty of the Issuer set forth in this Indenture or the Student Loan Purchase Agreements, or of any failure on the part of the Seller to observe or perform in any material respect any covenant, representation or warranty of the Seller set forth in its Student Loan Purchase Agreement, shall promptly notify the Trustee, the Master Servicer, the appropriate Subservicer and each Rating Agency of such failure. SECTION 4.15. CERTAIN REPORTS. (a) The Issuer will: (i) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; (ii) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (iii) cause the Trustee to transmit by mail to the Registered Owners of Notes, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to subsections (i) and (ii) of this subsection (a) as may be required by rules and regulations prescribed from time to time by the Commission. 41 (b) The Trustee shall mail to each Registered Owner, within 60 days after each December 31 beginning with the December 31 following the date of this Indenture, a brief report as of such December 31 that complies with Section 313(a) of the Trust Indenture Act if required by said section. The Trustee shall also comply with Section 313(b) of the Trust Indenture Act. A copy of each such report required pursuant to Section 313(a) or (b) of the Trust Indenture Act shall, at the time of such transaction to Registered Owners, be filed by the Trustee with the Commission and with each securities exchange, if any, upon which the Notes are listed, provided that the Issuer has previously notified the Trustee of such listing. (c) Not later than the Determination Date preceding each Quarterly Distribution Date, the Administrator will prepare and provide a certificate in the form of Exhibit D hereto (the "Administrator's Quarterly Distribution Date Certificate"), or containing such information as the Commission may from time to time by rules or regulations prescribe, to the Trustee. The Trustee shall provide a copy of any Administrator's Quarterly Distribution Date Certificate to any Noteholder who requests such in writing. (d) The Trustee may conclusively rely and accept such reports from the Issuer as fulfilling the requirements of this Section, with no further duty to know, determine or examine such reports or comply with the prescribed timing, rules and regulations of the Commission. SECTION 4.16. STATEMENT AS TO COMPLIANCE. The Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from an Authorized Representative including (a) a current list of the Authorized Representatives, and (b) a statement indicating whether or not to the knowledge of the signers thereof the Issuer is in compliance with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. SECTION 4.17. REPRESENTATIONS OF THE ISSUER REGARDING THE TRUSTEE'S SECURITY INTEREST. The Issuer hereby represents and warrants for the benefit of the Trustee and the Registered Owners as follows: (a) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code in effect in the States of Colorado, Delaware, Nebraska, and Utah) in the Financed Eligible Loans in favor of the Trustee, which security interest is prior to all other liens, charges, security interests, mortgages or other encumbrances, and is enforceable as such as against creditors of and purchasers from the Issuer. 42 (b) Pursuant to the Higher Education Act, a security interest in student loans is perfected in the same manner as "accounts" within the meaning of the applicable UCC, which applicable UCCs are the UCC as in effect in the States of Delaware and Utah for the purposes of perfecting a security interest in the Financed Eligible Loans. (c) The Issuer (or the Eligible Lender Trustee on behalf of the Issuer) owns and has good and marketable title to the Financed Eligible Loans free and clear of any lien, charge, security interest, mortgage or other encumbrance, claim or encumbrance of any Person, other than those granted pursuant to this Indenture. (d) For sale of loan participations, swaps and other "payment intangibles" (within the meaning of the applicable UCC), the Issuer has received all consents and approvals required by the terms of the Financed Eligible Loans for the sale of the Financed Eligible Loans hereunder to the Trustee. (e) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Financed Eligible Loans granted to the Trustee hereunder. (f) The Issuer has received a written acknowledgment from the Master Servicer and each Subservicer (as custodian for the Trustee) that the Master Servicer or such Subservicer is holding executed copies of the promissory notes and master promissory notes that constitute or evidence the Financed Eligible Loans for which it is acting as Master Servicer or Subservicer, and that the Master Servicer or such Subservicer is holding such solely on behalf and for the benefit of the Trustee. (g) Other than the security interest granted to the Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Financed Eligible Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Financed Eligible Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. SECTION 4.18. FURTHER COVENANTS OF THE ISSUER REGARDING THE TRUSTEE'S SECURITY INTEREST. The Issuer hereby covenants for the benefit of the Trustee and the Registered Owners as follows: (a) The representations and warranties set forth in Section 4.17 hereof shall survive the termination of this Indenture. (b) The Trustee shall not waive any of the representations and warranties set forth in Section 4.17 hereof. (c) The Issuer shall take all steps necessary, and shall cause the Master Servicer and each Subservicer, if any, to take all steps necessary and appropriate, to maintain the perfection and priority of the Trustee's security interest in the Financed Eligible Loans. 43 SECTION 4.19. BORROWER INCENTIVE PROGRAMS. The Issuer presently offers borrower incentive programs on the Financed Eligible Loans. If any such incentive programs, or any other borrower incentive programs offered by the Issuer in the future which are not required by the Higher Education Act, are in effect for any Financed Eligible Loans on any Quarterly Distribution Date on which the Parity Ratio is less than 100%, the Issuer shall either (i) contribute funds to the Collection Fund in an amount equal to the principal or interest that otherwise would have been paid on such Financed Eligible Loans in the absence of the borrower incentive programs since the preceding Quarterly Distribution Date or (ii) notify the Master Servicer to instruct the Subservicers to notify the borrowers that the borrower incentive programs for those Financed Eligible Loans have been terminated. If the Master Servicer or a Subservicer is notified to provide notice of the termination of the borrower incentive programs for the Financed Eligible Loans being serviced by such Master Servicer or the Subservicer, such Master Servicer or Subservicer may choose to contribute funds to the Collection Fund in an amount equal to the principal or interest that otherwise would have been paid on such Financed Eligible Loans in the absence of the borrower incentive programs on the Financed Eligible Loans being serviced by such Master Servicer or Subservicer in lieu of providing notice of the termination of the borrower incentive programs for those Financed Eligible Loans. The Issuer shall notify the Rating Agencies if the Issuer, the Master Servicer or a Subservicer contributes any additional amounts pursuant to this Section or if any of the borrower incentive programs are terminated. SECTION 4.20. STATEMENTS TO NOTEHOLDERS. Two days preceding a Quarterly Distribution Date, the Issuer shall cause the Administrator to provide to the Trustee (with a copy to the Rating Agencies) a report setting forth the information described in Item 1122 of Regulation AB promulgated by the Securities and Exchange Commission substantially in the form of Exhibit E hereto, with such additional information as the Administrator shall determine; the Trustee shall forward such report on or before the Quarterly Distribution Date to the Registered Owners. ARTICLE V FUNDS SECTION 5.01. CREATION AND CONTINUATION OF FUNDS AND ACCOUNTS. There are hereby created and established the following Funds to be held and maintained by the Trustee for the benefit of the Registered Owners: (a) Acquisition Fund; (b) Capitalized Interest Fund; (c) Collection Fund; (d) Department Rebate Fund; and (e) Reserve Fund 44 The Trustee is hereby authorized for the purpose of facilitating the administration of the Trust Estate and for the administration of any Notes issued hereunder to create further Accounts or Subaccounts in any of the various Funds and Accounts established hereunder which are deemed necessary or desirable. SECTION 5.02. ACQUISITION FUND. There shall be deposited into the Acquisition Fund moneys from proceeds of the Notes in an amount equal to $436,628,417. In addition, the Issuer shall deposit $16,004,705 of its own funds to the Acquisition Fund. Financed Eligible Loans shall be held by the Trustee or its agent or bailee (including the Master Servicer or a Subservicer) and shall be pledged to the Trust Estate and held as a part of the Acquisition Fund. Moneys on deposit in the Acquisition Fund shall be used upon receipt by the Trustee of an Eligible Loan Acquisition Certificate, to acquire Eligible Loans at a price not in excess of 100% of the outstanding principal balance of such Eligible Loans, plus accrued interest. Any such Eligible Loan Acquisition Certificate shall state that such proposed use of moneys in the Acquisition Fund is in compliance with the provisions of this Indenture. While the Issuer will be the beneficial owner of the Financed Eligible Loans, it is understood and agreed that the Eligible Lender Trustee will be the legal owner thereof and the Trustee will have a security interest in the Financed Eligible Loans for and on behalf of the Registered Owners. In the case of a single Financed Eligible Loan evidenced by a separate note, each such note will be held in the name of the Trustee for the account of the Issuer, for the benefit of the Registered Owners. In the case of a Financed Eligible Loan evidenced by a Master Promissory Note, the Issuer shall cause the holder of the original Master Promissory Note to indicate by book entry on its books and records that the Issuer is the beneficial owner of the Financed Eligible Loan and that the Eligible Lender Trustee is the legal owner thereof and the Trustee has a security interest in the Financed Eligible Loan for the benefit of the Registered Owners. Except (i) as provided in Sections 5.08, 10.03 and 10.04 hereof, (ii) for consolidation or serialization purposes, (iii) for transfers to a Guaranty Agency, (iv) for transfers to the Master Servicer or a Subservicer pursuant to its repurchase obligation under the applicable Master Servicing Agreement or Subservicing Agreement, (v) for transfers to a Seller pursuant to its repurchase obligation under its Student Loan Purchase Agreement, or (vi) as set forth in the following sentence, Financed Eligible Loans shall not be sold, transferred or otherwise disposed of by the Issuer while any of the Notes are Outstanding. If necessary for administrative purposes, the Issuer may sell Financed Eligible Loans through the Eligible Lender Trustee free from the lien of this Indenture, so long as the sale price for any Financed Eligible Loan is not less than the Purchase Amount of such Financed Eligible Loan and the collective aggregate principal balance of all such sales does not exceed $10,000,000, and the Issuer hereby certifies the same to the Trustee, upon which the Trustee may conclusively rely. The Issuer hereby certifies, upon which the Trustee may conclusively rely, that any Financed Eligible Loan sold pursuant to this Indenture shall not be sold for a price less than the Purchase Amount of such Financed Eligible Loan. The Issuer shall provide notice to Moody's if the principal amount of Financed Eligible Loans sold pursuant to this Indenture exceeds 10% of the Initial Pool Balance. 45 SECTION 5.03. CAPITALIZED INTEREST FUND. There shall be deposited into the Capitalized Interest Fund moneys from proceeds of the Notes in an amount equal to $29,450,000. On each Monthly Distribution Date or Quarterly Distribution Date, to the extent there are insufficient Available Funds in the Collection Fund to make one or more of the transfers required by Sections 5.04(b) (other than transfers to repurchase student loans from the Master Servicer, any Subservicer or any Guaranty Agency as described in clause (a)(i) and (iii) of the definition of Available Funds) and 5.04(c)(i) through (iii) hereof, then the Administrator shall instruct the Trustee in writing to withdraw from the Capitalized Interest Fund on such Monthly Distribution Date or Quarterly Distribution Date, an amount equal to such deficiency and to deposit such amount in the Collection Fund. On the December 2008 Quarterly Distribution Date, the Administrator shall instruct the Trustee to transfer any amounts in excess of $24,700,000 on deposit in the Capitalized Interest Fund to the Collection Fund. On the June 2009 Quarterly Distribution Date, the Administrator shall instruct the Trustee to transfer any amounts in excess of $19,000,000 on deposit in the Capitalized Interest Fund to the Collection Fund. On the December 2009 Quarterly Distribution Date, the Administrator shall instruct the Trustee to transfer any amounts in excess of $13,300,000 on deposit in the Capitalized Interest Fund to the Collection Fund. On the June 2010 Quarterly Distribution Date, the Administrator shall instruct the Trustee to transfer any amounts in excess of $8,550,000 on deposit in the Capitalized Interest Fund to the Collection Fund. On the December 2010 Quarterly Distribution Date, the Administrator shall instruct the Trustee to transfer all remaining amounts on deposit in the Capitalized Interest Fund to the Collection Fund. SECTION 5.04. COLLECTION FUND. (a) DEPOSITS TO COLLECTION FUND. There shall be deposited to the Collection Fund (i) moneys from proceeds of the Notes in an amount equal to $0, (ii) all Available Funds, and all other moneys and investments derived from assets on deposit in and transfers from the Capitalized Interest Fund (as described in Section 5.03 hereof), the Reserve Fund (as described in Section 5.05 hereof) and the Department Rebate Fund (as described in Section 5.06 hereof), (iii) all Counterparty Payments, (iv) amounts deposited pursuant to Sections 10.03 and 10.04 hereof and (v) any other amounts deposited thereto upon receipt of deposit instructions from the Issuer or the Administrator as applicable. Moneys on deposit in the Collection Fund shall be used to make the payments described in this Section. The Trustee may conclusively rely on all written instructions of the Issuer or Administrator described in this Indenture with no further duty to examine or determine the information contained in any Administrator's Quarterly Distribution Date Certificate, Monthly Servicing Payment Date Certificate, or Issuer Order. (b) PAYMENTS ON DATES OTHER THAN QUARTERLY DISTRIBUTION DATES. The Administrator shall instruct the Trustee in writing no later than the Determination Date for the Monthly Servicing Payment Date (based on the information contained in a certificate of the Administrator (in the form set forth as Exhibit C hereto) and the related Servicer's Report, if applicable) to distribute to the Master Servicer, on such Monthly Servicing Payment Date, from and to the extent of the Available Funds on deposit in the Collection Fund (including any amounts transferred from the Capitalized Interest Fund pursuant to Section 5.03 hereof and the Reserve Fund pursuant to Section 5.05(b) and (c) hereof), the Servicing Fees due with respect to the preceding calendar month, and the Trustee shall comply with such instructions. In accordance with Section 5.06 hereof, the Administrator shall instruct the Trustee in writing on a 46 monthly basis not later than the 10th calendar day of each month to withdraw from the Collection Fund and deposit to the Department Rebate Fund the amount necessary to bring the balance of the Department Rebate Fund to the expected Department Rebate Interest Amount for such date, and the Trustee shall comply with such instructions. Upon written direction from the Administrator to the Trustee, moneys in the Collection Fund shall be used on any date to pay, when due, fees and expenses insofar as the same relate to Financed Eligible Loans and other fees and expenses with respect to the Trust Estate the payment of which is not otherwise provided for in subsection (c) of this Section, including, without limitation, amounts described in clause (a)(i) and (ii) of the definition of Available Funds. (c) PAYMENTS ON QUARTERLY DISTRIBUTION DATES. The Administrator shall instruct the Trustee in writing no later than the Determination Date preceding each Quarterly Distribution Date (based on the information contained in a certificate of the Administrator (in the form set forth as Exhibit D hereto) and the related Servicer's Report, if applicable) to make the following deposits and distributions from the Available Funds in the Collection Fund received during the immediately preceding Collection Period (including any amounts transferred from the Capitalized Interest Fund pursuant to Section 5.03 hereof and the Reserve Fund pursuant to Section 5.05(b) and (c) hereof) to the Persons or to the account specified below on such Quarterly Distribution Date, in the following order of priority, and the Trustee shall comply with such instructions, provided, however, that if the Available Funds received during the immediately preceding Collection Period are not sufficient to make the payments or deposits required pursuant to clauses (i) through (iii) of this subsection (c), then, after any required transfers from the Capitalized Interest Fund and the Reserve Fund, any other Available Funds on deposit in the Collection Fund, which the Administrator would have deemed Available Funds for the current Collection Period, may be used to make the payments or deposits required pursuant to clauses (i) through (iii) of this subsection (c): (i) to pay to the Master Servicer, the Trustee and the Delaware Trustee, pro rata, based on amounts owed to each such party, without preference or priority of any kind, the Servicing Fee (to the extent remaining unpaid following the Monthly Servicing Payment Date), the Trustee Fee and the Delaware Trustee Fee, respectively, due on such Quarterly Distribution Date, in each case, together with such fees remaining unpaid from prior Quarterly Distribution Dates (and, in the case of the Servicing Fees, prior Monthly Servicing Payment Dates); (ii) to pay to the Administrator, the Administration Fee due on such Quarterly Distribution Date and all unpaid Administration Fees from prior Quarterly Distribution Dates; (iii) (A) to pay to the Class A Noteholders of each Class of the Class A Notes the portion of the Class A Noteholders' Interest Distribution Amount payable to such Class on such Quarterly Distribution Date and (B) to pay to the Counterparty, any Issuer Derivative Payments owed to such Counterparty on such Quarterly Distribution Date (excluding Termination Payments other than Priority Termination Payments), pro rata, based on amounts owed to each such party, without preference or priority of any kind; 47 (iv) [Reserved]; (v) to the Depositor, an amount equal to the unpaid interest accrued on the Financed Eligible Loans subsequent to the Cutoff Date but prior to the Date of Issuance, until such amount has been paid in full; (vi) to the applicable Noteholders, the Principal Distribution Amount in the following order: (A) to pay to the Class A-1 Noteholders until the Class A-1 Notes have been paid in full; (B) to pay to the Class A-2 Noteholders until the Class A-2 Notes have been paid in full; (C) to pay to the Class A-3 Noteholders until the Class A-3 Notes have been paid in full; and (D) to pay to the Class A-4 Noteholders until the Class A-4 Notes have been paid in full; (vii) to deposit to the Reserve Fund, the amount, if any, necessary to reinstate the balance of the Reserve Fund up to the Specified Reserve Fund Balance; (viii) to pay to the Master Servicer, the aggregate unpaid amount of any Carryover Servicing Fees, if any; (ix) to pay to the Counterparties, pro rata, without preference or priority of any kind, any accrued and unpaid Termination Payments due to each such Counterparty under the applicable Derivative Product; (x) in the event the Financed Eligible Loans are not sold pursuant to Sections 10.03 or 10.04 hereof, to pay as an accelerated payment of principal balance of the Notes then Outstanding, to the Noteholders in the same order and priority as is set forth in Sections 5.04(c)(vi)(A) through (D) hereof until the principal amount of the Notes is paid in full; and (xi) to release to the Issuer any remaining funds. 48 Amounts properly distributed pursuant to clause (v) or (xi) of this subsection (c) shall be deemed released from the Trust Estate and the security interest therein granted to the Trustee, and the Depositor shall in no event thereafter be required to refund any such distributed amounts. The Administrator shall, or shall direct the Trustee to, notify the Rating Agencies, by forwarding a copy of Exhibit D hereto, if the Available Funds received during the immediately preceding Collection Period are not sufficient to make the payments or deposits required pursuant to clauses (i) through (iii) of this subsection (c), after any required transfers from the Capitalized Interest Fund and the Reserve Fund, and such payments or deposits were made with other Available Funds on deposit in the Collection Fund from the current Collection Period. Subject to the provisions of Sections 7.05 and 7.07 hereof, the Issuer hereby certifies that the amounts paid to the Trustee and the Delaware Trustee (but not the Master Servicer) pursuant to clause (i) above and the Administration Fee pursuant to clause (ii) above, shall not in any one Fiscal Year exceed the amount or percentage designated therefor in the cash flows provided to each Rating Agency on the Date of Issuance, unless the Issuer, after furnishing each Rating Agency with revised cash flows, shall have received a Rating Confirmation. (d) OPTIONAL REDEMPTION FROM SALE OF FINANCED ELIGIBLE LOANS. The Notes shall be subject to redemption from the proceeds of a sale of Financed Eligible Loans in accordance with Section 10.03 or 10.04 hereof on any Quarterly Distribution Date. SECTION 5.05. RESERVE FUND. (a) On the Date of Issuance, the Trustee shall deposit $1,131,583 into the Reserve Fund. Thereafter, the Trustee shall transfer to the Reserve Fund from the Collection Fund all amounts designated for transfer thereto pursuant to Section 5.04(c)(vii) hereof. (b) On each Monthly Servicing Payment Date or Quarterly Distribution Date, to the extent there are insufficient Available Funds in the Collection Fund to make one or more of the transfers required by Sections 5.04(b) (other than transfers to repurchase student loans from the Master Servicer, any Subservicer or any Guaranty Agency as described in clause (a)(i) of the definition of Available Funds) and 5.04(c)(i) through (c)(iii) hereof, then the Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Monthly Servicing Payment Date or Quarterly Distribution Date, as the case may be, an amount equal to such deficiency and to deposit such amount in the Collection Fund to the extent moneys are not available to make such transfers from the Capitalized Interest Fund pursuant to Section 5.03 hereof. Additionally, if on the Note Final Maturity Date for a Class of Notes, and after giving effect to the distribution of the Available Funds on such Note Final Maturity Date, the principal amount of such Class of Notes will not be reduced to zero, the Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Note Final Maturity Date an amount equal to the amount needed to reduce the principal amount of such Class of Notes to zero and to deposit such amount in the Collection Fund for application to payment of the Outstanding Amount of such Class of Notes. 49 (c) After giving effect to subsection (b) of this Section, if the amount on deposit in the Reserve Fund on any Quarterly Distribution Date is greater than the Specified Reserve Fund Balance for such Quarterly Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Reserve Fund on such Quarterly Distribution Date an amount equal to such excess and to deposit such amount in the Collection Fund. (d) On the final Quarterly Distribution Date upon termination of the trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than unpaid Issuer Derivative Payments and Carryover Servicing Fees) owing or to be distributed hereunder to Noteholders, the Trustee, the Master Servicer, the Administrator, the Delaware Trustee or the Counterparties (excluding Termination Payments other than Priority Termination Payments), to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Fund shall be used first to pay any unpaid Issuer Derivative Payments and second to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Fund after such payments have been made shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this subsection (d). (e) Anything in this Section to the contrary notwithstanding, if the market value of securities and cash in the Reserve Fund is on any Quarterly Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Issuer Derivative Payments and Carryover Servicing Fees, such amount will be so applied on such Quarterly Distribution Date and the Administrator shall instruct the Trustee in writing to make such payments. SECTION 5.06. DEPARTMENT REBATE FUND. On or before the 10th calendar day of each month (or, if such date is not a Business Day, the next Business Day), the Administrator shall instruct the Trustee to deposit into the Department Rebate Fund from the Collection Fund pursuant to Section 5.04(b) hereof the amount necessary to bring the balance of the Department Rebate Fund to the expected Department Rebate Interest Amount for such date. Upon written instructions from the Administrator to the Trustee, the Trustee shall (i) pay to the Department an amount equal to the Department Rebate Interest Amount due on each Department Rebate Payment Date, FIRST, from amounts on deposit in the Department Rebate Fund and, second, from the Collection Fund pursuant to Section 5.04(b) hereof or (ii) if the Department has deducted the Department Rebate Interest Amount from Interest Subsidy Payments or Special Allowance Payments due to the Issuer, transfer the amounts on deposit in the Department Rebate Fund to the Collection Fund. SECTION 5.07. INVESTMENT OF FUNDS HELD BY TRUSTEE. The Trustee is hereby directed to enter into the Investment Agreement. In addition, the Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative, to the fullest extent practicable and reasonable, in Investment Securities which shall mature or be redeemed at the option of the holder prior to the respective dates when the money held for the credit of such Fund or Account will be required for the purposes intended. In the absence of any such direction and to the extent practicable, the Trustee shall invest amounts held hereunder in those Investment Securities described in clause (k) of the definition of the Investment Securities. All such investments 50 shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Quarterly Distribution Date and Monthly Servicing Payment Date all interest and other investment income collected (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds for such Quarterly Distribution Date. The Trustee and the Issuer hereby agree that unless an Event of Default shall have occurred hereunder, the Issuer acting by and through an Authorized Representative shall be entitled to, and shall, provide written direction or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction. The Investment Securities purchased shall be held by the Trustee and shall be deemed at all times to be part of such Fund or Account or Subaccounts or combination thereof, and the Trustee shall inform the Issuer of the details of all such investments. Upon direction in writing (or orally, confirmed in writing) from an Authorized Representative, the Trustee shall use its best efforts to sell at the best price obtainable, or present for redemption, any Investment Securities purchased by it as an investment whenever it shall be necessary to provide money to meet any payment from the applicable Fund. The Trustee shall advise the Issuer in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Issuer), of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par value thereof, plus accrued but unpaid interest at the time thereof. Money in any Fund constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased. The Trustee and its affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Notwithstanding the foregoing, the Trustee shall not be responsible or liable for any losses on investments made by it hereunder or for keeping all Funds held by it, fully invested at all times, its only responsibility being to comply with the investment instructions of the Issuer or its designee in a non-negligent manner. The Issuer acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Issuer the right to receive brokerage confirmations of security transactions, the Issuer waives receipt of such confirmations. SECTION 5.08. RELEASE. (a) The Trustee shall, upon Issuer Order and subject to the provisions of this Indenture, take all actions reasonably necessary to effect the release of any Financed Eligible Loans from the lien of this Indenture to the extent the terms hereof permit the sale, disposition or transfer of such Financed Eligible Loans. 51 (b) Subject to the payment of its fees and expenses pursuant to Sections 7.05 and 7.07 hereof, the Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (c) The Trustee shall, at such time as there are no Notes Outstanding and all sums due the Trustee pursuant to Sections 7.05 and 7.07 hereof and all amounts payable to the Master Servicer, each Subservicer, the Administrator, the Delaware Trustee and the Counterparties have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Funds and Accounts. The Trustee shall release property from the lien of this Indenture pursuant to this subsection (c) only upon receipt of an Issuer Order, an Opinion of Counsel and (if required by the Trust Indenture Act) Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the Trust Indenture Act. (d) Subject to the provisions of this Indenture, the Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Order, an Opinion of Counsel and Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the Trust Indenture Act or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the Trust Indenture Act does not require any such Independent Certificates. (e) Each Registered Owner, by the acceptance of a Note, acknowledges that from time to time the Trustee shall release the lien of this Indenture on any Financed Eligible Loan to be sold or transferred pursuant to Section 5.02 hereof, and each Registered Owner, by the acceptance of a Note, consents to any such release. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT DEFINED. For the purpose of this Indenture, the following events are hereby defined as, and are declared to be, "Events of Default": (a) default in the due and punctual payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five (5) days; (b) default in the due and punctual payment of the principal of any Note when the same becomes due and payable on the related Note Final Maturity Date; (c) default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Issuer to be kept, observed and performed contained in this Indenture or in the Notes, and continuation of such default for a period of 90 days after written notice thereof by the Trustee to the Issuer; and 52 (d) the occurrence of an Event of Bankruptcy. Any notice herein provided to be given to the Issuer with respect to any default shall be deemed sufficiently given if sent by registered mail with postage prepaid to the Person to be notified, addressed to such Person at the post office address as shown in Section 9.01 hereof or such other address as may hereafter be given as the principal office of the Issuer in writing to the Trustee by an Authorized Representative. The Trustee may give any such notice in its discretion and shall give such notice if requested to do so in writing by the Registered Owners of at least 51% of the collective aggregate principal amount of the Highest Priority Obligations at the time Outstanding. SECTION 6.02. REMEDY ON DEFAULT; POSSESSION OF TRUST ESTATE. Subject to Sections 6.08, 7.05 and 7.07 hereof, upon the happening and continuance of any Event of Default, the Trustee or by its attorneys or agents may enter into and upon and take possession of such portion of the Trust Estate as shall be in the custody of others, and all property comprising the Trust Estate, and each and every part thereof, and exclude the Issuer and its agents, servants and employees wholly therefrom, and have, hold, use, operate, manage, and control the same and each and every part thereof, and in the name of the Issuer or otherwise, as they shall deem best, conduct the business thereof and exercise the privileges pertaining thereto and all the rights and powers of the Issuer and use all of the then existing Trust Estate for that purpose, and collect and receive all charges, income and Available Funds of the same and of every part thereof, and after deducting therefrom all expenses incurred hereunder and all other proper outlays herein authorized, and all payments which may be made as just and reasonable compensation for its own services, and for the services of its attorneys, agents, and assistants, the Trustee shall apply the rest and residue of the money received by the Trustee as follows: FIRST, to the Trustee and the Delaware Trustee, any Trustee Fee and any Delaware Trustee Fee, respectively due and owing; SECOND, to the Master Servicer, any Servicing Fees due and remaining unpaid; THIRD, pro rata, based on amounts due and owing, to (i) the Counterparties, pro rata, without preference or priority of any kind, in proportion to their respective entitlements under the applicable Derivative Products (excluding all Termination Payments other than Priority Termination Payments) and (ii) to the Class A Noteholders of each Class for amounts due and unpaid on each such Class of Class A Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on each such Class of Class A Notes for such interest; FOURTH, to the Class A Noteholders for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for principal; FIFTH, to the Counterparties, in proportion to the respective entitlements under the applicable Derivative Product Agreement, ratably, without preference or priority of any kind, for any Termination Payments due and any other unpaid Issuer Derivative Payments; 53 SIXTH, to the Master Servicer, for any unpaid Carryover Servicing Fees; and SEVENTH, to the Issuer, for distribution in accordance with the terms of the Administration Agreement and the Trust Agreement. The Trustee may fix a record date and payment date for any payment to Registered Owners pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Registered Owner and the Issuer a notice that states the record date, the payment date and the amount to be paid. SECTION 6.03. REMEDIES ON DEFAULT; ADVICE OF COUNSEL. Upon the happening of any Event of Default, the Trustee may proceed to protect and enforce the rights of the Trustee and the Registered Owners in such manner as counsel for the Trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate legal or equitable remedies as, in the opinion of such counsel, may be more effectual to protect and enforce the rights aforesaid. SECTION 6.04. REMEDIES ON DEFAULT; SALE OF TRUST ESTATE. Upon the happening of any Event of Default and if the principal of all of the Outstanding Obligations shall have been declared due and payable, then and in every such case, and irrespective of whether other remedies authorized shall have been pursued in whole or in part, the Trustee may sell, with or without entry, to the highest bidder the Trust Estate, and all right, title, interest, claim and demand thereto and the right of redemption thereof, at any such place or places, and at such time or times and upon such notice and terms as may be required by law. Upon such sale the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the Issuer and all Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money or to inquire as to the authorization, necessity, expediency or regularity of any such sale. The Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of the Issuer, in its name and stead, to make and execute all bills of sale, instruments of assignment and transfer and such other documents of transfer as may be necessary or advisable in connection with a sale of all or part of the Trust Estate, but the Issuer, if so requested by the Trustee, shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary, or in the judgment of the Trustee, proper for the purpose which may be designated in such request. In addition, the Trustee may proceed to protect and enforce the rights of the Trustee and the Registered Owners of the Obligations in such manner as counsel for the Trustee may advise, whether for the specific performance of any covenant, condition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate legal or equitable remedies as may in the opinion of such counsel, be more effectual to protect and enforce the rights aforesaid. The Trustee shall take any such action or actions if requested to do so in writing by the Registered Owners of at least a majority of the principal amount of the Highest Priority Obligations at the time Outstanding. Notwithstanding the foregoing, the Trustee is prohibited from selling the Financed Eligible Loans following an Event of Default, other than a default in the payment of any principal or interest on any Note, unless: 54 (a) The Registered Owners of all of the Highest Priority Obligations at the time Outstanding consent to such a sale; (b) The proceeds of such a sale will be sufficient to discharge all the Outstanding Obligations pursuant to Article X hereof at the date of such a sale; or (c) The Issuer, or the Administrator on behalf of the Issuer, determines that the collections on the Financed Eligible Loans would not be sufficient on an ongoing basis to make all payments on such Obligations as such payments would have become due if such Obligations had not been declared due and payable, and the Trustee obtains the consent of the Registered Owners of at least 66-2/3% of the aggregate principal amount of the Highest Priority Obligations at the time Outstanding. SECTION 6.05. APPOINTMENT OF RECEIVER. In case an Event of Default occurs, and if all of the Outstanding Obligations shall have been declared due and payable and in case any judicial proceedings are commenced to enforce any right of the Trustee or of the Registered Owners under this Indenture or otherwise, then as a matter of right, the Trustee shall be entitled to the appointment of a receiver of the Trust Estate and of the earnings, income or revenue, rents, issues and profits thereof with such powers as the court making such appointments may confer. SECTION 6.06. RESTORATION OF POSITION. In case the Trustee shall have proceeded to enforce any rights under this Indenture by sale or otherwise, and such proceedings shall have been discontinued, or shall have been determined adversely to the Trustee, then and in every such case to the extent not inconsistent with such adverse decree, the Issuer, the Trustee and the Registered Owners shall be restored to their former respective positions and the rights hereunder in respect to the Trust Estate, and all rights, remedies and powers of the Trustee and of the Registered Owners shall continue as though no such proceeding had been taken. SECTION 6.07. APPLICATION OF SALE PROCEEDS. The proceeds of any sale of the Trust Estate, together with any funds at the time held by the Trustee and not otherwise appropriated, shall be applied by the Trustee as set forth in Section 6.02 hereof, and then to the Issuer or whomsoever shall be lawfully entitled thereto. SECTION 6.08. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of Default should occur and be continuing, then and in every such case the Trustee or the Registered Owners of Obligations representing not less than a majority of the Outstanding Amount of the Highest Priority Obligations may declare all the Outstanding Obligations to be immediately due and payable, by a notice in writing to the Issuer (and to the Trustee if given by the Registered Owners), and upon any such declaration the unpaid principal amount of such Outstanding Obligations, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to Section 6.04 hereof. 55 At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Registered Owners of Obligations representing a majority of the collective aggregate principal amount of the Highest Priority Obligations then Outstanding, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (i) all payments of principal of and interest on all Obligations and all other amounts that would then be due hereunder or upon such Obligations if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Master Servicer, any Subservicer and the Delaware Trustee and their agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of the Obligations that has become due solely by such acceleration, have been cured or waived as provided in Section 6.14 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto. SECTION 6.09. REMEDIES NOT EXCLUSIVE. The remedies herein conferred upon or reserved to the Trustee or the Registered Owners of Obligations are not intended to be exclusive of any other remedy, but each remedy herein provided shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, and every power and remedy hereby given to the Trustee or to the Registered Owners of Obligations, or any supplement hereto, may be exercised from time to time as often as may be deemed expedient. No delay or omission of the Trustee or of any Registered Owner of Obligations to exercise any power or right arising from any default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or to be acquiescence therein. SECTION 6.10. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. The Issuer covenants that if: (a) default is made in the payment of any installment of interest, if any, on any Notes when such interest becomes due and payable and such default continues for a period of five (5) days; or (b) default is made in the payment of the principal of (or premium, if any, on) any Notes at their Note Final Maturity Date, 56 then the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Registered Owners, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates borne by or provided for in such Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as Trustee of an express trust, may upon receiving indemnification satisfactory to the Trustee institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon such Notes of such Class and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Notes, wherever situated. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may, after being indemnified to its satisfaction and in its discretion, proceed to protect and enforce its rights and the rights of the Registered Owners of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 6.11. DIRECTION OF TRUSTEE. Upon the happening of any Event of Default, the Registered Owners of at least 51% of the collective aggregate principal amount of the Highest Priority Obligations then Outstanding, shall have the right by an instrument or instruments in writing delivered to the Trustee to direct and control the Trustee as to the method of taking any and all proceedings for any sale of any or all of the Trust Estate, or for the appointment of a receiver, if permitted by law, and may at any time cause any proceedings authorized by the terms hereof to be so taken or to be discontinued or delayed; provided, however, that such Registered Owners shall not be entitled to cause the Trustee to take any proceedings which in the Trustee's opinion would be unjustly prejudicial to non-assenting Registered Owners of Obligations, but the Trustee shall be entitled to assume that the action requested by the Registered Owners of at least 51% of the collective aggregate principal amount of the Highest Priority Obligations then Outstanding will not be prejudicial to any non-assenting Registered Owners unless the Registered Owners of more than 50% of the collective aggregate principal amount of the non-assenting Registered Owners of such Obligations, in writing, show the Trustee how they will be prejudiced. Provided, however, that anything in this Indenture to the contrary notwithstanding, the Registered Owners of a majority of the collective aggregate principal amount of the Highest Priority Obligations then Outstanding together with the Registered Owners of a majority of the collective aggregate principal amount of all other Obligations then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder, provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. The provisions of this Section shall be expressly subject to the provisions of Sections 7.01(c), 7.05 and 7.07 hereof. 57 SECTION 6.12. RIGHT TO ENFORCE IN TRUSTEE. No Registered Owner of any Obligation shall have any right as such Registered Owner to institute any suit, action or proceedings for the enforcement of the provisions of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, all rights of action hereunder being vested exclusively in the Trustee, unless and until such Registered Owner shall have previously given to the Trustee written notice of a default hereunder, and of the continuance thereof, and also unless the Registered Owners of the requisite principal amount of the Obligations then Outstanding shall have made written request upon the Trustee and the Trustee shall have been afforded reasonable opportunity to institute such action, suit or proceeding in its own name, and unless the Trustee shall have been offered indemnity and security satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, which offer of indemnity shall be an express condition precedent hereunder to any obligation of the Trustee to take any such action hereunder, and the Trustee for 30 days after receipt of such notification, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding. It is understood and intended that no one or more Registered Owners of the Obligations shall have the right in any manner whatever by his or their action to affect, disturb or prejudice the lien of this Indenture or to enforce any right hereunder except in the manner herein provided and for the equal benefit of the Registered Owners of not less than a majority of the collective aggregate principal amount of the Obligations then Outstanding. SECTION 6.13. PHYSICAL POSSESSION OF OBLIGATIONS NOT REQUIRED. In any suit or action by the Trustee arising under this Indenture or on all or any of the Obligations issued hereunder, or any supplement hereto, the Trustee shall not be required to produce such Obligations, but shall be entitled in all things to maintain such suit or action without their production. SECTION 6.14. WAIVERS OF EVENTS OF DEFAULT. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of Obligations, and shall do so upon the written request of the Registered Owners of at least a majority of the collective aggregate principal amount of the Highest Priority Obligations then Outstanding; provided, however, that there shall not be waived (a) any Event of Default in the payment of the principal of or premium on any Outstanding Obligations at the date of maturity thereof, or any default in the payment when due of the interest on any such Obligations, unless prior to such waiver or rescission, all arrears of interest or all arrears of payments of principal and all expenses of the Trustee, in connection with such default shall have been paid or provided for; or (b) any default in the payment of amounts set forth in Sections 7.05 and 7.07 hereof. In case of any such waiver or rescission, or in case any proceedings taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely to the Trustee, then and in every such case the Issuer, the Trustee and the Registered Owners of Obligations shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to or affect any subsequent or other default, or impair any rights or remedies consequent thereon. The Trustee shall give written notice to each Rating Agency of any waiver of an Event of Default pursuant to this Section. SECTION 6.15. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any default hereunder with respect to the Notes, the Trustee shall transmit in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest with respect to any Note, or in the payment of any sinking fund installment with respect to the Notes, the Trustee shall be protected in withholding such notice if and so long as an authorized officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Registered Owners of the Notes. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes. 58 ARTICLE VII THE TRUSTEE SECTION 7.01. ACCEPTANCE OF TRUST. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following terms and conditions: (a) Except during the continuance of an Event of Default, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) Before taking any action hereunder requested by Registered Owners, the Trustee may require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the Registered Owners, as applicable, for the reimbursement of all expenses to which it may be put and to protect it against all liability. SECTION 7.02. RECITALS OF OTHERS. The recitals, statements and representations set forth herein and in the Notes shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the title of the Issuer in the Trust Estate or as to the security afforded thereby and hereby, or as to the validity or sufficiency of this Indenture or of the Notes issued hereunder, and the Trustee shall incur no responsibility in respect of such matters. 59 SECTION 7.03. AS TO FILING OF INDENTURE. The Trustee shall be under no duty (a) to file or record, or cause to be filed or recorded, this Indenture or any instrument supplemental hereto, (b) to procure any further order or additional instruments of further assurance, (c) to see to the delivery to it of any personal property intended to be mortgaged or pledged hereunder or thereunder, (d) to do any act which may be suitable to be done for the better maintenance of the lien or security hereof (other than the filing of any continuation (but not initial) statements), or (e) to give notice of the existence of such lien, or for extending or supplementing the same or to see that any rights to the Trust Estate and Funds intended now or hereafter to be transferred in trust hereunder are subject to the lien hereof. The Trustee shall not be liable for failure of the Issuer to pay any tax or taxes in respect of such property, or any part thereof, or the income therefrom or otherwise, nor shall the Trustee be under any duty in respect of any tax which may be assessed against it or the Registered Owners in respect of such property or pledged to the Trust Estate. The Trustee agrees to prepare, request that the Issuer execute (if such execution is necessary for any such filing) and file in a timely manner (if received from the Issuer in a timely manner) with any necessary execution by the Issuer, the continuation statements referred to herein; provided, that the Trustee shall have no responsibility for the sufficiency, adequacy or priority of any initial filing and in the absence of written notice to the contrary by the Issuer or other Authorized Representative, may rely and shall be protected in relying on all information and exhibits in such initial filings for the purposes of any continuation statements. SECTION 7.04. TRUSTEE MAY ACT THROUGH AGENTS. The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder, either itself or by or through its attorneys, agents or employees, and it shall not be answerable or accountable for any default, neglect or misconduct of any such attorneys, agents or employees, if reasonable care has been exercised in the appointment. All reasonable costs incurred by the Trustee and all reasonable compensation to all such persons as may reasonably be employed in connection with the trusts hereof shall be paid by the Issuer. SECTION 7.05. INDEMNIFICATION OF TRUSTEE. Other than with respect to its duties to make payment on the Obligations when due and its duty to pursue the remedy of acceleration as provided respectively in Sections 6.02 and 6.08 hereof, for each of which no additional security or indemnity may be required, the Trustee shall be under no obligation or duty to perform any act at the request of Registered Owners or to institute or defend any suit in respect thereof unless properly indemnified and provided with security to its satisfaction as provided in Section 7.01(c) hereof. The Trustee shall not be required to take notice, or be deemed to have knowledge, of any default or Event of Default of the Issuer hereunder and may conclusively assume that there has been no such default or Event of Default (other than an Event of Default described in Section 6.01(a) or (b) hereof) unless and until it shall have been specifically notified in writing at the address in Section 9.01 hereof of such default or Event of Default by (a) the Registered Owners of the required percentages in principal amount of the Obligations then Outstanding hereinabove specified or (b) an Authorized Representative. However, the Trustee may begin 60 suit, or appear in and defend suit, execute any of the trusts hereby created, enforce any of its rights or powers hereunder, or do anything else in its judgment proper to be done by it as Trustee, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed or indemnified by the Registered Owners requesting such action, if any, or the Issuer in all other cases, for all fees, costs and expenses, liabilities, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith, unless such costs and expenses, liabilities, outlays and attorneys' fees and other reasonable disbursements properly incurred in connection therewith are adjudicated to have resulted from the negligence or willful misconduct of the Trustee. In furtherance and not in limitation of this Section, the Trustee shall not be liable for, and shall be held harmless by the Issuer from, following any Issuer Orders, instructions or other directions upon which the Trustee is authorized to rely pursuant to this Indenture or any other agreement to which it is a party. If the Issuer or the Registered Owners, as appropriate, shall fail to make such reimbursement or indemnification, the Trustee may reimburse itself from any money in its possession under the provisions of this Indenture, subject only to the prior lien of the Notes for the payment of the principal thereof, premium, if any, and interest thereon from the Collection Fund. None of the provisions contained in this Indenture or any other agreement to which it is a party shall require the Trustee to act or to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Registered Owners shall not have offered security and indemnity acceptable to it or if it shall have reasonable grounds for believing that prompt repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Issuer agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder arising from the Trust Estate. The Issuer agrees to indemnify and hold harmless the Trustee against any and all claims, demands, suits, actions or other proceedings and all liabilities, costs and expenses whatsoever caused by any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering document distributed in connection with the issuance of the Notes or caused by any omission or alleged omission from such offering document of any material fact required to be stated therein or necessary in order to make the statements made therein in the light of the circumstances under which they were made, not misleading. SECTION 7.06. TRUSTEE'S RIGHT TO RELIANCE. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Issuer, the Administrator, the Master Servicer or a Subservicer or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the Issuer, the Trustee, or for a Registered Owner), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Authorized Representative or an authorized officer of the Administrator, the Master Servicer or a Subservicer. 61 The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its negligence or willful misconduct in taking such action. The Trustee is authorized to enter into agreements with other Persons, in its capacity as Trustee, in order to carry out or implement the terms and provisions of this Indenture. The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with this Indenture or any other transaction document or at the direction of the Registered Owners evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other transaction document. SECTION 7.07. COMPENSATION OF TRUSTEE. Except as otherwise expressly provided herein, all advances, counsel fees (including without limitation allocated fees of in-house counsel) and other expenses reasonably made or incurred by the Trustee in and about the execution and administration of the trust hereby created and reasonable compensation to the Trustee for its services in the premises shall be paid by the Issuer. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. The Trustee shall not materially increase the Trustee Fee without giving the Issuer and each Rating Agency at least 90 days' written notice prior to the beginning of a Fiscal Year. If not paid by the Issuer, the Trustee shall have a lien against all money held pursuant to this Indenture, subject only to the prior lien of the Obligations against the money and investments in the Collection Fund for the payment of the principal thereof, premium, if any, and interest thereon, for such reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and the exercise and performance of the powers and duties of the Trustee hereunder and the cost and expense incurred in defending against any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). SECTION 7.08. CREDITOR RELATIONSHIPS. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. The Trustee may act as depository for, and permit any of its officers or directors to act as a member of, or act in any other capacity in respect to, any committee formed to protect the rights of the Registered Owners or to effect or aid in any reorganization growing out of the enforcement of the Notes or of this Indenture, whether or not any such committee shall represent the Registered Owners of more than 60% of the collective aggregate principal amount of the Outstanding Obligations. SECTION 7.09. RESIGNATION OF TRUSTEE. The Trustee and any successor to the Trustee may resign and be discharged from the trust created by this Indenture by giving to the Issuer notice in writing which notice shall specify the date on which such resignation is to take effect; provided, however, that such resignation shall only take effect on the day specified in such notice if a successor Trustee shall have been appointed pursuant to Section 7.11 hereof (and is qualified to be the Trustee under the requirements of Section 7.11 hereof). If no successor Trustee has been appointed by the date specified or within a period of 90 days from the receipt of the notice by the Issuer, whichever period is the longer, the Trustee may (a) appoint a temporary successor Trustee having the qualifications provided in Section 7.11 hereof or (b) request a court of competent jurisdiction to (i) require the Issuer to appoint a successor, as provided in Section 7.11 hereof, within three days of the receipt of citation or notice by the court, or (ii) appoint a Trustee having the qualifications provided in Section 7.11 hereof. In no event may the resignation of the Trustee be effective until a qualified successor Trustee shall have been selected and appointed. In the event a temporary successor Trustee is appointed pursuant to clause (a) above, the Issuer may remove such temporary successor Trustee and appoint a successor thereto pursuant to Section 7.11 hereof. 62 SECTION 7.10. REMOVAL OF TRUSTEE. The Trustee or any successor Trustee may be removed (a) at any time by the Registered Owners of a majority of the collective aggregate principal amount of the Highest Priority Obligations then Outstanding, (b) by the Issuer for cause or upon the sale or other disposition of the Trustee or its corporate trust functions or (c) by the Issuer without cause so long as no Event of Default exists or has existed within the last 30 days, upon payment to the Trustee so removed of all money then due to it hereunder and appointment of a successor thereto by the Issuer and acceptance thereof by said successor. One copy of any such order of removal shall be filed with the Delaware Trustee and the other with the Trustee so removed. In the event a Trustee (or successor Trustee) is removed, by any person or for any reason permitted hereunder, such removal shall not become effective until (a) in the case of removal by the Registered Owners, such Registered Owners by instrument or concurrent instruments in writing (signed and acknowledged by such Registered Owners or their attorneys-in-fact) filed with the Trustee removed have appointed a successor Trustee or otherwise the Issuer shall have appointed a successor, and (b) the successor Trustee has accepted appointment as such. SECTION 7.11. SUCCESSOR TRUSTEE. In case at any time the Trustee or any successor Trustee shall resign, be dissolved, or otherwise shall be disqualified to act or be incapable of acting, or in case control of the Trustee or of any successor Trustee or of its officers shall be taken over by any public officer or officers, a successor Trustee may be appointed by the Issuer by an instrument in writing duly authorized by the Issuer. In the case of any such appointment by the Issuer of a successor to the Trustee, the Issuer shall forthwith cause notice thereof to be mailed to the Registered Owners of the Notes at the address of each Registered Owner appearing on the note registration books maintained by the Trustee, as registrar. Every successor Trustee appointed by the Registered Owners, by a court of competent jurisdiction, or by the Issuer shall be a bank or trust company in good standing, organized and doing business under the laws of the United States or of a state therein, which has a reported capital and surplus of not less than $50,000,000, be authorized under the law to exercise corporate trust powers, be subject to supervision or examination by a federal or state authority, and be an Eligible Lender so long as such designation is necessary to maintain guarantees and federal benefits under the Higher Education Act with respect to the Financed Eligible Loans originated under the Higher Education Act. 63 SECTION 7.12. MANNER OF VESTING TITLE IN TRUSTEE. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor Trustee, and also to the Issuer, an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance shall become fully vested with all the estate, properties, rights, powers, trusts, duties and obligations of its predecessors in trust hereunder (except that the predecessor Trustee shall continue to have the benefits to indemnification hereunder together with the successor Trustee), with like effect as if originally named as Trustee herein; but, the Trustee ceasing to act shall nevertheless, on the written request of an Authorized Representative, or an authorized officer of the successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all the right, title and interest of the Trustee which it succeeds, in and to the Trust Estate and such rights, powers, trusts, duties and obligations, and the Trustee ceasing to act also, upon like request, shall pay over, assign and deliver to the successor Trustee any money or other property or rights subject to the lien of this Indenture, including any pledged securities which may then be in its possession. Should any deed or instrument in writing from the Issuer be required by the successor Trustee for more fully and certainly vesting in and confirming to such new Trustee such estate, properties, rights, powers and duties, any and all such deeds and instruments in writing shall on request be executed, acknowledged and delivered by the Issuer. In case any of the Notes to be issued hereunder shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of the Trustee or of any successor to the Trustee; and in case any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes in its own name; and in all such cases such certificate shall have the full force which it has anywhere in the Notes or in this Indenture. SECTION 7.13. ADDITIONAL COVENANTS BY THE TRUSTEE TO CONFORM TO THE HIGHER EDUCATION ACT. The Trustee covenants that it will at all times (a) be an Eligible Lender under the Higher Education Act so long as such designation is necessary, as determined by the Issuer, (b) maintain the guarantees and federal benefits under the Higher Education Act with respect to the Financed Eligible Loans, (c) acquire Eligible Loans originated under the Higher Education Act in its capacity as an Eligible Lender and (d) not knowingly dispose of or deliver any Financed Eligible Loans originated under the Higher Education Act or any security interest in any such Financed Eligible Loans to any party who is not an Eligible Lender so long as the Higher Education Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of such Financed Eligible Loans; provided, however, that nothing above shall prevent the Trustee from delivering the Eligible Loans to the Master Servicer, a Subservicer or a Guaranty Agency. SECTION 7.14. RIGHT OF INSPECTION. A Registered Owner shall be permitted at reasonable times during regular business hours and in accordance with reasonable regulations prescribed by the Trustee to examine at the principal office of the Trustee a copy of any report or instrument theretofore filed with the Trustee relating to the condition of the Trust Estate. 64 SECTION 7.15. LIMITATION WITH RESPECT TO EXAMINATION OF REPORTS. Except as provided in this Indenture, the Trustee shall be under no duty to examine any report or statement or other document required or permitted to be filed with it by the Issuer. SECTION 7.16. SERVICING AGREEMENTS. The Trustee acknowledges the receipt of copies of the Master Servicing Agreement and Subservicing Agreements described in Section 4.04 hereof. SECTION 7.17. ADDITIONAL COVENANTS OF TRUSTEE. The Trustee, by the execution hereof, covenants, represents and agrees that: (a) it will not exercise any of the rights, duties or privileges under this Indenture in such manner as would cause the Eligible Loans held or acquired under the terms hereof to be transferred, assigned or pledged as security to any person or entity other than as permitted by this Indenture; and (b) it will comply with the Higher Education Act and the Regulations and will, upon written notice from an Authorized Representative, the Secretary or a Guaranty Agency, use its reasonable efforts to cause this Indenture to be amended (in accordance with Section 8.01 hereof) if the Higher Education Act or Regulations are hereafter amended so as to be contrary to the terms of this Indenture. SECTION 7.18. NOTICES TO RATING AGENCIES. It shall be the duty of the Issuer to notify each Rating Agency then rating any of the Notes of (a) any amendment, change, expiration, extension or renewal of this Indenture, (b) prepayment or defeasance of all the Notes, (c) any change in the Trustee, (d) any other information reasonably required to be reported to each Rating Agency under any Supplemental Indenture or (e) any amendment to or transfer of an Investment Agreement; provided, however, the provisions of this Section do not apply when such documents have been previously supplied to such Rating Agency and the Trustee has received written evidence to such effect, all as may be required by this Indenture. All notices required to be forwarded to the Rating Agencies under this Section shall be sent in writing at the following addresses: Via electronic delivery to SERVICER_REPORTS@SANDP.COM For any information not available in electronic format: Standard & Poor's Ratings Services a Division of the McGraw-Hill Companies, Inc. 55 Water Street, 41st Floor New York, New York 10041-0003 Attention: ABS Surveillance Group Via electronic delivery to SURVEILLANCE-ABS-CONSUMER@FITCHRATINGS.COM For any information not available in electronic format: Fitch, Inc. One State Street Plaza New York, New York 10004 Attention: ABS Surveillance 65 Via electronic delivery to SERVICERREPORTS@MOODYS.COM For any information not available in electronic format: Moody's Investors Service, Inc. ABS/RMBS Monitoring Department 25th Floor 7 World Trade Center 250 Greenwich Street New York, New York 10007 The Trustee also acknowledges that each Rating Agency's periodic review for maintenance of a Rating on any Class of Notes may involve discussions and/or meetings with representatives of the Trustee at mutually agreeable times and places. SECTION 7.19. MERGER OF THE TRUSTEE. Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Indenture, without the execution or filing of any paper of any further act on the part of any other parties hereto. SECTION 7.20. RECEIPT OF FUNDS FROM MASTER SERVICER OR A SUBSERVICER. The Trustee shall not be accountable or responsible in any manner whatsoever for any action of the Issuer, the Administrator, the depository bank of any funds of the Issuer, or the Master Servicer or a Subservicer while such Master Servicer or Subservicer is acting as bailee or agent of the Trustee with respect to the Eligible Loans for actions taken in compliance with any instruction or direction given to the Trustee, or for the application of funds or moneys by the Master Servicer or a Subservicer until such time as funds are received by the Trustee. SECTION 7.21. SPECIAL CIRCUMSTANCES LEADING TO RESIGNATION OF TRUSTEE. Because the Trustee serves as trustee hereunder for Obligations of different priorities, it is possible that circumstances may arise which will cause the Trustee to resign from its position as trustee for one or more of the Obligations. In the event that the Trustee makes a determination that it should so resign, due to the occurrence of an Event of Default or potential default hereunder, or otherwise, the Issuer may permit such resignation as to one or more of the Obligations or request the Trustee's resignation as to all Obligations, as the Issuer may elect. If the Issuer should determine that a conflict of interest has arisen as to the trusteeship of any of the Obligations, it may authorize and execute a Supplemental Indenture with one or more successor Trustees, under which the administration of certain of the Obligations would be separated from the administration of the other Obligations. SECTION 7.22. SURVIVAL OF TRUSTEE'S RIGHTS TO RECEIVE COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION. The Trustee's rights to receive compensation, reimbursement and indemnification of money due and owing hereunder at the time of the Trustee's resignation or removal shall survive the Trustee's resignation or removal. 66 SECTION 7.23. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Neither the Issuer nor any Person directly or indirectly controlling or controlled by, or under common control with, the Issuer shall serve as Trustee. SECTION 7.24. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes of any Class shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Notes, of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable fees, compensation, expenses, disbursements and advances of the Trustee and its agents and counsel) and of the Registered Owners allowed in such judicial proceeding; and (b) to collect and receive any money or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Registered Owner of Notes to make such payments to the Trustee, and if the Trustee shall consent to the making of such payments directly to the Registered Owners, to pay to the Trustee any amount due to it for the reasonable fees, compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Registered Owner of a Note any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Registered Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Registered Owner of a Note in any such proceeding. 67 In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Registered Owners of the Notes, and it shall not be necessary to make any Registered Owners of the Notes parties to any such proceedings. SECTION 7.25. NO PETITION. The Trustee will not at any time institute against the Issuer any bankruptcy proceeding under any United States federal or State bankruptcy or similar law in connection with any obligations of the Issuer under this Indenture. ARTICLE VIII SUPPLEMENTAL INDENTURES SECTION 8.01. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF REGISTERED OWNERS. The Issuer and the Trustee may, without the consent of or notice to any of the Registered Owners of any Obligations enter into any indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Registered Owners any additional benefits, rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Registered Owners or the Trustee; (c) to subject to this Indenture additional revenues, properties or collateral; (d) to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Notes for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute; (e) to evidence the appointment of a separate or co-Trustee or a co-registrar or transfer agent or the succession of a new Trustee hereunder, or any additional or substitute Guaranty Agency, Master Servicer or Subservicer; (f) to add such provisions to or to amend such provisions of this Indenture as may be necessary or desirable to assure implementation of the Program in conformance with the Higher Education Act if along with such Supplemental Indenture there is filed an opinion of counsel to the effect that the addition or amendment of such provisions will in no way impair the existing security of the Registered Owners of any Outstanding Obligations; 68 (g) to make any change as shall be necessary in order to obtain and maintain for any of the Notes an investment grade Rating from a nationally recognized rating service, which changes, in the opinion of the Trustee will not materially adversely impact the Registered Owner of any of the Obligations; (h) to make any changes necessary to comply with or obtain more favorable treatment under any current or future law, rule or regulation, including but not limited to the Higher Education Act, the Regulations or the Code and the regulations promulgated thereunder; (i) to make the terms and provisions of this Indenture, including the lien and security interest granted herein, applicable to a Derivative Product, and to modify this Indenture with respect to any particular Derivative Product; (j) to create any additional Funds or Accounts or Subaccounts under this Indenture deemed by the Trustee to be necessary or desirable; (k) to make any other change with a Rating Confirmation; or (l) to make any other change which, in the judgment of the Trustee will not materially adversely impact the Registered Owners of any Obligations; provided, however, that nothing in this Section shall permit, or be construed as permitting, any modification of the trusts, powers, rights, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee, which approval shall be evidenced by execution of a Supplemental Indenture. SECTION 8.02. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF REGISTERED OWNERS. Exclusive of Supplemental Indentures covered by Section 8.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Registered Owners of not less than a majority of the collective aggregate principal amount of the Obligations then Outstanding shall have the right, from time to time, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that nothing in this Section shall permit, or be construed as permitting (a) without the consent of the Registered Owners of all then Outstanding Obligations, (i) an extension of the maturity date of the principal of or the interest on any Obligation, or (ii) a reduction in the principal amount of any Obligation or the rate of interest thereon, or (iii) a privilege or priority of any Obligation or Obligations over any other Obligation or Obligations except as otherwise provided herein, or (iv) a reduction in the aggregate principal amount of the Obligations required for consent to such Supplemental Indenture, or (v) the creation of any lien other than a lien ratably securing all of the Obligations at any time Outstanding hereunder except as otherwise provided herein; or (b) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the prior written approval of the Trustee. 69 If at any time the Issuer shall request the Trustee to enter into any such Supplemental Indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such Supplemental Indenture to be mailed by registered or certified mail to each Registered Owner of an Obligation at the address shown on the registration books or listed in any Derivative Product. Such notice (which shall be prepared by the Issuer) shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Registered Owners. If, within 60 days, or such longer period as shall be prescribed by the Issuer, following the mailing of such notice, the Registered Owners of not less than a majority of the collective aggregate principal amount of the Obligations Outstanding at the time of the execution of any such Supplemental Indenture shall have consented in writing to and approved the execution thereof as herein provided, no Registered Owner of any Obligation shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. SECTION 8.03. ADDITIONAL LIMITATION ON MODIFICATION OF INDENTURE. None of the provisions of this Indenture (including Sections 8.01 and 8.02 hereof) shall permit an amendment to the provisions of the Indenture which permits the transfer of all or part of the Financed Eligible Loans originated under the Higher Education Act or granting of a security interest therein to any Person other than an Eligible Lender, the Master Servicer or a Subservicer, unless the Higher Education Act or Regulations are hereafter modified so as to permit the same. The Trustee may request an opinion of counsel to the effect that an amendment or supplement to this Indenture was adopted in conformance with this Indenture. SECTION 8.04. CONFORMITY WITH THE TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. ARTICLE IX GENERAL PROVISIONS SECTION 9.01. NOTICES. Any notice, request or other instrument required by this Indenture to be signed or executed by the Registered Owners of Obligations may be executed by the execution of any number of concurrent instruments of similar tenor, and may be signed or executed by such Registered Owners of Obligations in person or by agent appointed in writing. As a condition for acting thereunder the Trustee may demand proof of the execution of any such instrument and of the fact that any person claiming to be the owner of any of said Obligations is such owner and may further require the actual deposit of such Obligation or Obligations with the Trustee. The fact and date of the execution of such instrument may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the person signing such instrument acknowledged before him the execution thereof, or may be proved by any affidavit of a witness to such execution sworn to before such officer. 70 The amount of Notes held by any person executing such instrument as a Registered Owner of Notes and the fact, amount and numbers of the Notes held by such person and the date of his holding the same may be proved by a certificate executed by any responsible trust company, bank, banker or other depository in a form approved by the Trustee, showing that at the date therein mentioned such person had on deposit with such depository the Notes described in such certificate; provided, however, that at all times the Trustee may require the actual deposit of such Note or Notes with the Trustee. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, telecopy, electronic communication, facsimile or similar writing) at the following addresses, and each address shall constitute each party's respective "Principal Office" for purposes of this Indenture: If intended for the Issuer: Nelnet Student Loan Trust 2008-2 c/o M&T Trust Company of Delaware, Delaware Trustee 1220 North Market Street, Suite 202 Mail Code: MD1-WD22 Wilmington, DE 19801 Attention: Rita Marie Ritrovato Telephone: (302) 255-4966 Facsimile: (302) 661-2266 Email: rritrovato@mtb.com With a copy to the Administrator: National Education Loan Network, Inc. 121 South 13th Street, Suite 201 Lincoln, NE 68505 Attention: Carol Aversman Telephone: (402) 458-2305 Facsimile: (402) 458-2399 Email: carol.aversman@nelnet.net If intended for the Trustee or the Eligible Lender Trustee: Zions First National Bank 717 Seventeenth Street, Suite 301 Denver, CO 80202 Attention: Corporate Trust Department Telephone: (720) 947-7475 Facsimile: (720) 947-7480 Any party may change the address to which subsequent notices to such party are to be sent, or may change the address of its Principal Office, by notice to the others, delivered by hand or received by telex or facsimile or registered first-class mail, postage prepaid. Each such notice, request or other communication shall be effective when delivered by hand or received by facsimile or registered first-class mail, postage prepaid. 71 SECTION 9.02. COVENANTS BIND ISSUER. The covenants, agreements, conditions, promises, and undertakings in this Indenture shall extend to and be binding upon the successors and assigns of the Issuer, and all of the covenants hereof shall bind such successors and assigns, and each of them, jointly and severally. All the covenants, conditions and provisions hereof shall be held to be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Owners from time to time of the Obligations. No extension of time of payment of any of the Obligations shall operate to release or discharge the Issuer, it being agreed that the liability of the Issuer, to the extent permitted by law, shall continue until all of the Obligations are paid in full, notwithstanding any transfer of Financed Eligible Loans or extension of time for payment. SECTION 9.03. LIEN CREATED. This Indenture shall operate effectually as (a) a grant of a lien on and security interest in, and (b) an assignment of, the Trust Estate. SECTION 9.04. SEVERABILITY OF LIEN. If the lien of this Indenture shall be or shall ever become ineffectual, invalid or unenforceable against any part of the Trust Estate, which is not subject to the lien, because of want of power or title in the Issuer, the inclusion of any such part shall not in any way affect or invalidate the pledge and lien hereof against such part of the Trust Estate as to which the Issuer in fact had the right to pledge. SECTION 9.05. CONSENT OF REGISTERED OWNERS BINDS SUCCESSORS. Any request or consent of a Registered Owner of any Obligations given for any of the purposes of this Indenture shall bind all future Registered Owners of the same Obligation or any Obligations issued in exchange therefor or in substitution thereof in respect of anything done or suffered by the Issuer or the Trustee in pursuance of such request or consent. SECTION 9.06. NONLIABILITY OF PERSONS; NO GENERAL OBLIGATION. It is hereby expressly made a condition of this Indenture that any agreements, covenants or representations herein contained or contained in the Notes do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the organizers, officers, employees, agents or trustees or the Administrator of the Issuer, or against the general credit of the Issuer, and in the event of a breach of any such agreement, covenant or representation, no personal or pecuniary liability or charge payable directly or indirectly from the general revenues of the Issuer shall arise therefrom. Nothing contained in this Section, however, shall relieve the Issuer from the observance and performance of the several covenants and agreements on its part herein contained. SECTION 9.07. NONPRESENTMENT OF NOTES OR INTEREST CHECKS. Should any of the Notes or interest checks not be presented for payment when due, the Trustee shall retain from any money transferred to it for the purpose of paying the Notes or interest checks so due, for the benefit of the Registered Owners thereof, a sum of money sufficient to pay such Notes or interest checks when the same are presented by the Registered Owners thereof for payment. Such money shall not be required to be invested. All liability of the Issuer to the Registered Owners of such Notes or interest checks and all rights of such Registered Owners against the Issuer under the Notes or interest checks or under this Indenture shall thereupon cease and determine, and the sole right of such Registered Owners shall thereafter be against such deposit. If any Note or interest check shall not be presented for payment within the period of two years following its payment or prepayment date, the Trustee shall return to the Issuer the money theretofore held by it for payment of such Note or interest check, and such Note or interest check shall (subject to the defense of any applicable statute of limitation) thereafter be an unsecured obligation of the Issuer. The Trustee's responsibility for any such money shall cease upon remittance thereof to the Issuer. 72 SECTION 9.08. SECURITY AGREEMENT. This Indenture constitutes a Financing Statement and a Security Agreement under the Delaware Uniform Commercial Code and the Utah Uniform Commercial Code. SECTION 9.09. LAWS GOVERNING. It is the intent of the parties hereto that this Indenture shall in all respects be governed by the laws of the State of New York. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. SECTION 9.10. SEVERABILITY. If any covenant, agreement, waiver, or part thereof contained in this Indenture shall be forbidden by any pertinent law or under any pertinent law be effective to render this Indenture invalid or unenforceable or to impair the lien hereof, then each such covenant, agreement, waiver, or part thereof shall itself be and is hereby declared to be wholly ineffective, and this Indenture shall be construed as if the same were not included herein. SECTION 9.11. EXHIBITS. The terms of the Schedules and Exhibits, if any, attached to this Indenture are incorporated herein in all particulars. SECTION 9.12. NON-BUSINESS DAYS. Except as may otherwise be provided herein, if the date for making payment of any amount hereunder or on any Note, or if the date for taking any action hereunder, is not a Business Day, then such payment can be made without accruing further interest or action can be taken on the next succeeding Business Day, with the same force and effect as if such payment were made when due or action taken on such required date. SECTION 9.13. PARTIES INTERESTED HEREIN. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Trustee, the Delaware Trustee, the paying agent, if any, and the Registered Owners of the Obligations, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Trustee, the paying agent, if any, and the Registered Owners of the Obligations. SECTION 9.14. OBLIGATIONS ARE LIMITED OBLIGATIONS. The Notes and the obligations of the Issuer contained in this Indenture are special, limited obligations of the Issuer, secured by and payable solely from the Trust Estate herein provided. The Issuer shall not be obligated to pay the Notes, the interest thereon, or any other obligation created by or arising from this Indenture from any other source. 73 SECTION 9.15. LIMITATIONS ON COUNTERPARTY RIGHTS. No Counterparty which shall be in default under any Derivative Product with the Issuer shall have any of the rights granted to a Counterparty or as the Registered Owner of an Obligation hereunder. A Counterparty which is in default under any Derivative Product shall, however, continue to maintain all obligations undertaken by it under the terms of its Derivative Product. No Counterparty shall have any consent or voting rights under this Indenture or any rights to instruct the Trustee to take, or refrain from taking, any action hereunder except upon satisfaction of a Rating Confirmation. SECTION 9.16. DISCLOSURE OF NAMES AND ADDRESSES OF REGISTERED OWNERS. (a) Registered Owners may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Registered Owners with respect to their rights under this Indenture or under the Notes. Upon receipt by the Trustee of any request by three or more Registered Owners or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Registered Owners (whether or not made pursuant to Section 312(b) of the Trust Indenture Act), the Trustee shall promptly notify the Issuer thereof by providing to the Issuer a copy of such request and a copy of the list of Registered Owners produced in response thereto. (b) Registered Owners of Notes, by receiving and holding the same, agree with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any Clearing Agency shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Registered Owners of Notes in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. SECTION 9.17. AGGREGATE PRINCIPAL AMOUNT OF OBLIGATIONS. Whenever in this Indenture reference is made to the aggregate principal amount of any Obligations, such phrase shall mean, at any time, the principal amount of any Notes and the Derivative Value of any Derivative Product. SECTION 9.18. FINANCED ELIGIBLE LOANS. The Issuer expects to acquire Eligible Loans and to transfer Eligible Loans to the Trustee, in accordance with this Indenture, which Eligible Loans, upon becoming subject to the lien of this Indenture, constitute Financed Eligible Loans, as defined herein. If for any reason a Financed Eligible Loan does not constitute an Eligible Loan, or ceases to constitute an Eligible Loan, such loan shall continue to be subject to the lien of this Indenture as a Financed Eligible Loan. SECTION 9.19. CONCERNING THE DELAWARE TRUSTEE. It is expressly understood and agreed by the parties to this Indenture and the Registered Owners that (a) this Indenture is executed and delivered by the Delaware Trustee not in its individual or personal capacity but solely in its capacity as Delaware Trustee under the Trust Agreement on behalf of the Issuer, in the exercise of the powers and authority conferred and vested in it as Delaware Trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to the Delaware Trustee thereunder; (b) the representations, warranties, covenants, undertakings, agreements and obligations by the Delaware Trustee are made and intended not as personal representations, warranties, covenants, undertakings, agreements and obligations by M&T Trust Company of Delaware, but are made and intended for the purpose of only binding the Trust Estate, as defined in the Trust Agreement, and the Issuer; (c) nothing contained herein shall be construed as creating any liability on M&T Trust Company of Delaware, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (d) under no circumstances shall M&T Trust Company of Delaware, be personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by the Delaware Trustee or Issuer hereunder. 74 ARTICLE X PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE SECTION 10.01. TRUST IRREVOCABLE. The trust created by the terms and provisions of this Indenture is irrevocable until the indebtedness secured hereby (the Notes and interest thereon) and all Issuer Derivative Payments are fully paid or provision is made for its payment as provided in this Article. SECTION 10.02. SATISFACTION OF INDENTURE. (a) If the Issuer shall pay, or cause to be paid, or there shall otherwise be paid (i) to the Registered Owners of the Notes, the principal of and interest on the Notes, at the times and in the manner stipulated in this Indenture; (ii) to each Counterparty, all Issuer Derivative Payments then due, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the Issuer to the Registered Owners of Notes and (iii) all other obligations due and outstanding shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver all money held by it under this Indenture to the party entitled to receive the same under this Indenture. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the Registered Owners of any Outstanding Notes the principal of and interest on such Notes and to each Counterparty all Counterparty Payments then due, at the times and in the manner stipulated in this Indenture and in the respective Derivative Product, such Notes and each Counterparty shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants, agreements and obligations of the Issuer to the Registered Owners thereof and each Counterparty shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Notes or interest installments shall be deemed to have been paid within the meaning of Section 10.02(a) hereof if money for the payment thereof has been set aside and is being held in trust by the Trustee at the Note Final Maturity Date or earlier prepayment date thereof. Any Outstanding Note shall, prior to the Note Final Maturity Date or earlier prepayment thereof, be deemed to have been paid within the meaning and with the effect expressed in Section 10.02(a) hereof if (i) such Note is to be prepaid on any date prior to its Note Final Maturity Date and (ii) the Issuer shall have given notice of prepayment as provided herein on said date, there shall have been deposited with the Trustee either money (fully insured by the Federal Deposit Insurance 75 Corporation or fully collateralized by Governmental Obligations) in an amount which shall be sufficient, or Governmental Obligations (including any Governmental Obligations issued or held in book-entry form on the books of the Department of Treasury of the United States of America) the principal of and the interest on which when due will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal of and interest to become due on such Note on and prior to the prepayment date or Note Final Maturity Date thereof, and all other obligations due and outstanding, as the case may be. If moneys and/or Governmental Obligations are deposited with and held by the Trustee as provided in this subsection (b), such moneys and/or Governmental Obligations shall be accompanied by a report of a nationally recognized independent certified public accountant firm or other financial services firm verifying that the amount of such moneys and/or Governmental Obligations deposited will be sufficient, together with interest to accrue thereon, to pay all the Notes at or before their Maturity. Notwithstanding anything herein to the contrary, however, no such deposit shall have the effect specified in this subsection (b) if made during the existence of an Event of Default, unless made with respect to all of the Notes then Outstanding. Neither Governmental Obligations nor money deposited with the Trustee pursuant to this subsection (b) nor principal or interest payments on any such Governmental Obligations shall be withdrawn or used for any purpose other than, and shall be held irrevocably in trust in an escrow account for, the payment of the principal of and interest on such Notes. Any cash received from such principal of and interest on such Governmental Obligations deposited with the Trustee, if not needed for such purpose, shall, to the extent practicable, be reinvested in Governmental Obligations maturing at times and in amounts sufficient to pay when due the principal of and interest on such Notes and all other obligations due and outstanding on and prior to such prepayment date or Note Final Maturity Date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Issuer, as received by the Trustee, free and clear of any trust, lien or pledge. Any payment for Governmental Obligations purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Governmental Obligations. For the purposes of this Section, "Governmental Obligations" shall mean and include only non-callable direct obligations of the Department of the Treasury of the United States of America or portions thereof (including interest or principal portions thereof), and such Governmental Obligations shall be of such amounts, maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to make the payments required herein, and which obligations have been deposited in an escrow account which is irrevocably pledged as security for the Notes. Such term shall not include mutual funds and unit investment trusts. 76 (c) Any Issuer Derivative Payments are deemed to have been paid and the applicable Derivative Product terminated when payment of all Issuer Derivative Payments due and payable to each Counterparty under its respective Derivative Product have been made or duly provided for to the satisfaction of each Counterparty, and the respective Derivative Product has been terminated. (d) In no event shall the Trustee deliver over to the Issuer any Financed Eligible Loans originated under the Higher Education Act unless the Issuer is an Eligible Lender, if the Higher Education Act or Regulations then in effect require the owner or holder of such Financed Eligible Loans to be an Eligible Lender. (e) The provisions of this Section are applicable to the Notes and the Issuer Derivative Payments. SECTION 10.03. OPTIONAL PURCHASE OF ALL FINANCED ELIGIBLE LOANS. The Administrator shall certify to and notify the Depositor, or any assignee of its rights hereunder, and the Trustee in writing, within 15 days after the last Business Day of each Collection Period in which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance, of the percentage that the then outstanding Pool Balance bears to the Initial Pool Balance. The Depositor or its assignee shall have the option to purchase all of the Financed Eligible Loans on the earlier of (a) the September 2019 Quarterly Distribution Date and (b) the date that is the tenth (10th) Business Day preceding the Quarterly Distribution Date next succeeding the last day of the Collection Period on which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance (each, an "Optional Purchase Date"). To exercise the option described in this Section, the Depositor or its assignee shall deposit in the Collection Fund on the Optional Purchase Date, an amount equal to the aggregate Purchase Amount for the Financed Eligible Loans as of the last Business Day of the preceding Collection Period and the related rights with respect thereto, plus the appraised value of any such other property held in the Trust Estate other than the Funds and Accounts, such value to be determined by an appraiser mutually agreed upon by the Depositor or its assignee and the Trustee; provided, however, that the Depositor or its assignee may not effect such purchase if such aggregate Purchase Amount and the appraised value of such other property do not equal or exceed the Minimum Purchase Amount, less any amounts on deposit in the Funds and Accounts. SECTION 10.04. AUCTION OF FINANCED ELIGIBLE LOANS. If the Depositor, or any assignee of its rights under Section 10.03 hereof, does not exercise its option to purchase Financed Eligible Loans pursuant to Section 10.03 hereof, the Trustee (or its designated agent) shall, promptly after the Business Day next succeeding the Optional Purchase Date, offer for sale Financed Eligible Loans in an amount sufficient to redeem all Notes Outstanding on such Quarterly Distribution Date, and any such sale shall be consummated on or before such Quarterly Distribution Date (the "Trust Auction Date"). Nelnet, Inc. or its Affiliates and unrelated third parties may bid to purchase the Financed Eligible Loans. The Trustee shall provide written notice to the Depositor of any such offer for sale at least three Business Days in advance of the Trust Auction Date. If at least two independent bids are received, the Trustee (or its designated agent) shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit 77 bids. The Trustee shall accept the highest of the remaining bids if it is equal to or in excess of both (i) the Minimum Purchase Amount, less any amounts on deposit in the Funds and Accounts and (ii) the fair market value of such Financed Eligible Loans as of the end of the Collection Period immediately preceding the Trust Auction Date. If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of the amounts described in the preceding sentences, the Trustee shall not consummate such sale. The Trustee may consult, and, at the direction of the Depositor, shall consult, with a financial advisor, including an underwriter of the Notes or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered. The proceeds of any such sale shall be deposited to the Collection Fund and applied to the redemption of all Notes Outstanding in accordance with Section 5.04(d) hereof. Unless requested by the Administrator, if the sale is not completed, the Trustee may, but will not be obligated to, solicit bids for sale of the Financed Eligible Loans with respect to future Quarterly Distribution Dates upon terms similar to those described above. The Trustee shall be obligated to make such solicitations, however, if requested to do so by the Administrator. Notice of the prepayment of any Obligations resulting from a purchase of the Financed Eligible Loans on the Optional Purchase Date or the auction of the Financed Eligible Loans on the Trust Auction Date, shall be given by the Trustee to the Registered Owners by first-class mail within five Business Days of such Optional Purchase Date or Trust Auction Date. SECTION 10.05. CANCELLATION OF PAID NOTES. Any Notes which have been paid or purchased by the Issuer, mutilated Notes replaced by new Notes, and any temporary Note for which definitive Notes have been delivered shall (unless otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the Trustee and, except for temporary Notes, returned to the Issuer. 78 IN WITNESS WHEREOF, the Issuer has caused this Indenture to be executed in its organizational name and behalf by its Delaware Trustee, and the Trustee, to evidence its acceptance of the trusts hereby created, has caused this Indenture to be executed in its organizational name and behalf, all in multiple counterparts, each of which shall be deemed an original, and the Issuer and the Trustee have caused this Indenture to be dated as of the date herein above first shown. NELNET STUDENT LOAN TRUST 2008-2, a Delaware statutory trust By: M&T TRUST COMPANY OF DELAWARE, not in its individual capacity or personal capacity but solely in its capacity as Delaware Trustee By /s/ Rita Marie Ritrovato -------------------------------------------- Name: Rita Marie Ritrovato ---------------------------------------- Title: Assistant Vice President --------------------------------------- ZIONS FIRST NATIONAL BANK, as Trustee By /s/ David W. Bata -------------------------------------------- David W. Bata, Vice President Acknowledged and accepted as to clauses "C" and "D" of the Granting Clauses as of the day and year first written above: ZIONS FIRST NATIONAL BANK, as Eligible Lender Trustee By /s/ David W. Bata -------------------------------------------- David W. Bata, Vice President EXHIBIT A ELIGIBLE LOAN ACQUISITION CERTIFICATE This Eligible Loan Acquisition Certificate is submitted pursuant to the provisions of Section 5.02 of the Indenture of Trust, dated as of April 1, 2008, as amended (the "Indenture"), between Nelnet Student Loan Trust 2008-2 (the "Issuer") and Zions First National Bank, as Trustee. All capitalized terms used in this Certificate and not otherwise defined herein shall have the same meanings given to such terms in the Indenture. In your capacity as Trustee, you are hereby authorized and requested to disburse to _________________ (the "Seller") the sum of $__________ for the acquisition of Eligible Loans. With respect to the Eligible Loans so to be acquired, the Issuer hereby certifies as follows: 1. The Eligible Loans to be acquired are those specified in Schedule A attached hereto (the "Acquired Eligible Loans"). The remaining unpaid principal amount of each Acquired Eligible Loan is as shown on such Schedule A. 2. The amount to be disbursed pursuant to this Certificate does not exceed the amount permitted by Section 5.02 of the Indenture, plus accrued interest. 3. Each Acquired Eligible Loan is an Eligible Loan authorized so to be acquired by the Indenture. 4. The following items have been received and are being retained, on your behalf, by the Issuer, the Master Servicer or a Subservicer: (a) a copy of the Student Loan Purchase Agreement(s) between the Issuer and the Eligible Lender with respect to the Acquired Eligible Loans (original copy maintained on file with the Issuer on behalf of the Trustee); (b) with respect to each Insured Loan included among the Acquired Eligible Loans, the Certificate of Insurance relating thereto; (c) with respect to each Guaranteed Loan included among the Acquired Eligible Loans, a certified copy of the Guarantee Agreement relating thereto; (d) an opinion of counsel to the Issuer specifying each action necessary to perfect a security interest in all Eligible Loans to be acquired by the Issuer pursuant to the Student Loan Purchase Agreements in favor of the Trustee in the manner provided for by the provisions of 20 U.S.C. ss. 1087-2(d)(3) or 20 U.S.C. ss. 1082(m)(1)(E), as applicable, (you are authorized to rely on the advice of a single blanket opinion of counsel to the Issuer until such time as the Issuer shall provide any amended opinion to you); and (e) instruments duly assigning the Acquired Eligible Loans to the Trustee. 5. The Issuer is not, on the date hereof, in default under the Indenture or in the performance of any of its covenants and agreements made in the Student Loan Purchase Agreement(s) relating to the Acquired Eligible Loans, and, to the best knowledge of the Issuer, the Eligible Lender is not in default under the Student Loan Purchase Agreement applicable to the Acquired Eligible Loans. The Issuer is not aware of any default existing on the date hereof under any of the other documents referred to in paragraph 4 hereof, nor of any circumstances which would reasonably prevent reliance upon the opinion of counsel referred to in paragraph 4(d) hereof. 6. All of the conditions specified in the Student Loan Purchase Agreement(s) applicable to the Acquired Eligible Loans and the Indenture for the acquisition of the Acquired Eligible Loans and the disbursement hereby authorized and requested have been satisfied; provided that the Issuer may waive the requirement of receiving an opinion of counsel from the counsel to the Lender. 7. With respect to all Acquired Eligible Loans which are Insured, Insurance is in effect with respect thereto, and with respect to all Acquired Eligible Loans which are Guaranteed, the Guarantee Agreement is in effect with respect thereto. 8. The Issuer is not in default in the performance of any of its covenants and agreements made in any Contract of Insurance or the Guarantee Agreement applicable to the Acquired Eligible Loans. 9. The proposed use of moneys in the Acquisition Fund is in compliance with the provisions of the Indenture. 10. The undersigned is authorized to sign and submit this Certificate on behalf of the Issuer. 11. Eligible Loans are being acquired at a price which permits the results of the cash flow analyses provided to the Rating Agencies on the Date of Issuance and as revised/amended to be sustained. WITNESS my hand this _____ day of ___________. NELNET STUDENT LOAN TRUST 2008-2 By ----------------------------------------- Name --------------------------------------- Title -------------------------------------- A-2 EXHIBIT B-1 FORM OF CLASS A-1 NOTE Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY. NELNET STUDENT LOAN TRUST 2008-2 STUDENT LOAN ASSET-BACKED NOTES SENIOR CLASS A-1 (LIBOR) REGISTERED NO. R-__ REGISTERED $__________ DATE OF ISSUANCE MATURITY DATE CUSIP NO. ISIN NO. April 3, 2008 September 26, 2016 64032H AA 8 US64032HAA86 PRINCIPAL SUM: **______________________ DOLLARS** REGISTERED OWNER: **____________________** Nelnet Student Loan Trust 2008-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of April 1, 2008, between the Issuer (by M&T Trust Company of Delaware, in its capacity as Delaware Trustee) and Zions First National Bank, a national banking association, as eligible lender trustee and indenture trustee (the "Trustee") (capitalized terms used but not defined herein being defined in Article I of the Indenture, which also contains rules as to usage that shall be applicable herein); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Maturity Date specified above (the "Class A-1 Maturity Date"). The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-1 Rate (as defined herein), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. Interest on this Note shall accrue from and including the preceding Quarterly Distribution Date (or, in the case of the first Interest Accrual Period, the Date of Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal point. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. B-1-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below. NELNET STUDENT LOAN TRUST 2008-2 By M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, By -------------------------------------- Authorized Signatory Date: __________ __, ____ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as Trustee, By --------------------------------------- Authorized Signatory Date: __________ __, ____ B-1-3 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Senior Class A-1 (the "Class A-1 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Senior Class A-2, Class A-3 and Class A-4 (together with the Class A-1 Notes, the "Class A Notes" or the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are subject to all terms of the Indenture. The Indenture provides that the Issuer may enter into a derivative product (a "Derivative Product") between the Issuer and a derivative provider (a "Counterparty"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Counterparty, as originally executed and as amended or supplemented. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be paid on a parity with interest on any class of the Notes. The Class A-1 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Products entered into by the Issuer with a Counterparty, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments. Principal of the Class A-1 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date. "Quarterly Distribution Date" means the twenty-fifth (25th) day of each March, June, September and December, if any such date is not a Business Day, the immediately succeeding Business Day, commencing June 25, 2008. As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-1 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than a majority of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture. The Notes are subject to redemption from the proceeds of a sale of Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the Indenture on any Quarterly Distribution Date on or after (a) the September 2019 Quarterly Distribution Date and (b) the Quarterly Distribution Date next succeeding the date on which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance (all as defined in the Indenture), in whole only, at a redemption price equal to the principal amount thereof being redeemed, plus accrued interest, if any, due and payable on the Notes to such Quarterly Distribution Date. B-1-4 Interest on the Class A-1 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-1 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-1 Rate. The "Class A-1 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 0.70%. The "Class A-1 Rate" for the first Interest Accrual Period shall be determined by reference to the following formula: x + [22/30* (y-x)] plus 0.70%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered upon the records of the Trustee upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like Class and aggregate principal amount of the same maturity. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. B-1-5 Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b)(i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly dispose of the Notes. The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Registered Owners under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note shall be construed in accordance with 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 and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. B-1-6 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _______________________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints___________________________________________________________________ attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ----------------------------- By * ---------------------------------- Name --------------------------------- Title -------------------------------- Signature Guaranteed: By * ___________________________________ *NOTICE: Signature(s) should be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. The Assignor's signature to this assignment must correspond with the name as it appears upon the face of the within note in every particular without alteration or any change whatever. B-1-7 EXHIBIT B-2 FORM OF CLASS A-2 NOTE Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY. NELNET STUDENT LOAN TRUST 2008-2 STUDENT LOAN ASSET-BACKED NOTES SENIOR CLASS A-2 (LIBOR) REGISTERED NO. R-__ REGISTERED $__________ DATE OF ISSUANCE MATURITY DATE CUSIP NO. ISIN NO. April 3, 2008 September 25, 2018 64032H AB 6 US64032HAB69 PRINCIPAL SUM: **______________________ DOLLARS** REGISTERED OWNER: **____________________** Nelnet Student Loan Trust 2008-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of April 1, 2008, between the Issuer (by M&T Trust Company of Delaware, in its capacity as Delaware Trustee) and Zions First National Bank, a national banking association, as eligible lender trustee and indenture trustee (the "Trustee") (capitalized terms used but not defined herein being defined in Article I of the Indenture, which also contains rules as to usage that shall be applicable herein); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Maturity Date specified above (the "Class A-2 Maturity Date"). The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-2 Rate (as defined herein), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. Interest on this Note shall accrue from and including the preceding Quarterly Distribution Date (or, in the case of the first Interest Accrual Period, the Date of Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal point. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. B-2-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below. NELNET STUDENT LOAN TRUST 2008-2 By M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, By --------------------------------------- Authorized Signatory Date: __________ __, ____ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as Trustee, By --------------------------------------- Authorized Signatory Date: __________ __, ____ B-2-3 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Senior Class A-2 (the "Class A-2 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Senior Class A-1, Class A-3 and Class A-4 (together with the Class A-2 Notes, the "Class A Notes" or the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are subject to all terms of the Indenture. The Indenture provides that the Issuer may enter into a derivative product (a "Derivative Product") between the Issuer and a derivative provider (a "Counterparty"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Counterparty, as originally executed and as amended or supplemented. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be paid on a parity with interest on any class of the Notes. The Class A-2 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Products entered into by the Issuer with a Counterparty, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments. Principal of the Class A-2 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date. "Quarterly Distribution Date" means the twenty-fifth (25th) day of each March, June, September and December, if any such date is not a Business Day, the immediately succeeding Business Day, commencing June 25, 2008. As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-2 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than a majority of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture. The Notes are subject to redemption from the proceeds of a sale of Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the Indenture on any Quarterly Distribution Date on or after (a) the September 2019 Quarterly Distribution Date and (b) the Quarterly Distribution Date next succeeding the date on which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance (all as defined in the Indenture), in whole only, at a redemption price equal to the principal amount thereof being redeemed, plus accrued interest, if any, due and payable on the Notes to such Quarterly Distribution Date. B-2-4 Interest on the Class A-2 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-2 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-2 Rate. The "Class A-2 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 1.00%. The "Class A-2 Rate" for the first Interest Accrual Period shall be determined by reference to the following formula: x + [22/30* (y-x)] plus 1.00%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered upon the records of the Trustee upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like Class and aggregate principal amount of the same maturity. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. B-2-5 Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b)(i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly dispose of the Notes. The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Registered Owners under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note shall be construed in accordance with 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 and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. B-2-6 Social Security or taxpayer I.D. or other identifying number of assignee _______________________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints___________________________________________________________________ attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ----------------------------- By * -------------------------------- Name ------------------------------- Title ------------------------------ Signature Guaranteed: By * _____________________________ *NOTICE: Signature(s) should be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. The Assignor's signature to this assignment must correspond with the name as it appears upon the face of the within note in every particular without alteration or any change whatever. B-2-7 EXHIBIT B-3 FORM OF CLASS A-3 NOTE Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY. NELNET STUDENT LOAN TRUST 2008-2 STUDENT LOAN ASSET-BACKED NOTES SENIOR CLASS A-3 (LIBOR) REGISTERED NO. R-__ REGISTERED $__________ DATE OF ISSUANCE MATURITY DATE CUSIP NO. ISIN NO. April 3, 2008 March 25, 2020 64032H AC 4 US64032HAC43 PRINCIPAL SUM: **______________________ DOLLARS** REGISTERED OWNER: **____________________** Nelnet Student Loan Trust 2008-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of April 1, 2008, between the Issuer (by M&T Trust Company of Delaware, in its capacity as Delaware Trustee) and Zions First National Bank, a national banking association, as eligible lender trustee and indenture trustee (the "Trustee") (capitalized terms used but not defined herein being defined in Article I of the Indenture, which also contains rules as to usage that shall be applicable herein); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Maturity Date specified above (the "Class A-3 Maturity Date"). The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-3 Rate (as defined herein), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. Interest on this Note shall accrue from and including the preceding Quarterly Distribution Date (or, in the case of the first Interest Accrual Period, the Date of Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal point. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. B-3-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below. NELNET STUDENT LOAN TRUST 2008-2 By M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, By ---------------------------------------- Authorized Signatory Date: __________ __, ____ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as Trustee, By ---------------------------------------- Authorized Signatory Date: __________ __, ____ B-3-3 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Senior Class A-3 (the "Class A-3 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Senior Class A-1, Class A-2 and Class A-4 (together with the Class A-3 Notes, the "Class A Notes" or the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are subject to all terms of the Indenture. The Indenture provides that the Issuer may enter into a derivative product (a "Derivative Product") between the Issuer and a derivative provider (a "Counterparty"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Counterparty, as originally executed and as amended or supplemented. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be paid on a parity with interest on any class of the Notes. The Class A-3 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Products entered into by the Issuer with a Counterparty, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments. Principal of the Class A-3 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date. "Quarterly Distribution Date" means the twenty-fifth (25th) day of each March, June, September and December, if any such date is not a Business Day, the immediately succeeding Business Day, commencing June 25, 2008. As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-3 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than a majority of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture. The Notes are subject to redemption from the proceeds of a sale of Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the Indenture on any Quarterly Distribution Date on or after (a) the September 2019 Quarterly Distribution Date and (b) the Quarterly Distribution Date next succeeding the date on which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance (all as defined in the Indenture), in whole only, at a redemption price equal to the principal amount thereof being redeemed, plus accrued interest, if any, due and payable on the Notes to such Quarterly Distribution Date. B-3-4 Interest on the Class A-3 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-3 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-3 Rate. The "Class A-3 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 1.20%. The "Class A-3 Rate" for the first Interest Accrual Period shall be determined by reference to the following formula: x + [22/30* (y-x)] plus 1.20%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered upon the records of the Trustee upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like Class and aggregate principal amount of the same maturity. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. B-3-5 Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b)(i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly dispose of the Notes. The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Registered Owners under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note shall be construed in accordance with 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 and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. B-3-6 Social Security or taxpayer I.D. or other identifying number of assignee _______________________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints___________________________________________________________________ attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ----------------------------- By * ---------------------------------- Name --------------------------------- Title -------------------------------- Signature Guaranteed: By * _____________________________ *NOTICE: Signature(s) should be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. The Assignor's signature to this assignment must correspond with the name as it appears upon the face of the within note in every particular without alteration or any change whatever. B-3-7 EXHIBIT B-4 FORM OF CLASS A-4 NOTE Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as defined below) or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY. NELNET STUDENT LOAN TRUST 2008-2 STUDENT LOAN ASSET-BACKED NOTES SENIOR CLASS A-4 (LIBOR) REGISTERED NO. R-__ REGISTERED $__________ DATE OF ISSUANCE MATURITY DATE CUSIP NO. ISIN NO. April 3, 2008 June 26, 2034 64032H AD 2 US64032HAD26 PRINCIPAL SUM: **______________________ DOLLARS** REGISTERED OWNER: **____________________** Nelnet Student Loan Trust 2008-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each Quarterly Distribution Date the principal sum equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date, as described in the Indenture of Trust, dated as of April 1, 2008, between the Issuer (by M&T Trust Company of Delaware, in its capacity as Delaware Trustee) and Zions First National Bank, a national banking association, as eligible lender trustee and indenture trustee (the "Trustee") (capitalized terms used but not defined herein being defined in Article I of the Indenture, which also contains rules as to usage that shall be applicable herein); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Maturity Date specified above (the "Class A-4 Maturity Date"). The Issuer shall pay interest on this Note at the rate per annum equal to the Class A-4 Rate (as defined herein), on each Quarterly Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Quarterly Distribution Date or the Date of Issuance in the case of the first Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date), subject to certain limitations contained in the Indenture. Interest on this Note shall accrue from and including the preceding Quarterly Distribution Date (or, in the case of the first Interest Accrual Period, the Date of Issuance) to but excluding the following Quarterly Distribution Date (each an "Interest Accrual Period"). Interest shall be calculated on the basis of the actual number of days elapsed in each Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal point. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. B-4-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in facsimile, as of the date set forth below. NELNET STUDENT LOAN TRUST 2008-2 By M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, By ------------------------------------- Authorized Signatory Date: __________ __, ____ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as Trustee, By --------------------------------------- Authorized Signatory Date: __________ __, ____ B-4-3 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Student Loan Asset-Backed Notes, Senior Class A-4 (the "Class A-4 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes, Senior Class A-1, Class A-2 and Class A-3 (together with the Class A-4 Notes, the "Class A Notes" or the "Notes"), are issued under and secured by the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are subject to all terms of the Indenture. The Indenture provides that the Issuer may enter into a derivative product (a "Derivative Product") between the Issuer and a derivative provider (a "Counterparty"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Counterparty, as originally executed and as amended or supplemented. Payments due to a Counterparty from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be paid on a parity with interest on any class of the Notes. The Class A-4 Notes are and will be secured by the Trust Estate pledged as security therefor as provided in the Indenture. The Class A Notes are, except for certain Termination Payments that are not Priority Termination Payments, issued on a parity with any Derivative Products entered into by the Issuer with a Counterparty, pursuant to which the Issuer will, from time to time, owe Issuer Derivative Payments, and will, from time to time, be owed Counterparty Payments. Principal of the Class A-4 Notes shall be payable on each Quarterly Distribution Date in an amount equal to the portion of the Principal Distribution Amount allocable to this Note for such Quarterly Distribution Date. "Quarterly Distribution Date" means the twenty-fifth (25th) day of each March, June, September and December, if any such date is not a Business Day, the immediately succeeding Business Day, commencing June 25, 2008. As described on the face hereof, the entire unpaid principal amount of this Note shall be due and payable on the Class A-4 Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which (a) an Event of Default shall have occurred and be continuing and (b) either the Trustee or the Registered Owners of Obligations representing not less than a majority of the Outstanding Amount of the Highest Priority Obligations shall have declared the Notes to be immediately due and payable in the manner provided in the Indenture. The Notes are subject to redemption from the proceeds of a sale of Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the Indenture on any Quarterly Distribution Date on or after (a) the September 2019 Quarterly Distribution Date and (b) the Quarterly Distribution Date next succeeding the date on which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance (all as defined in the Indenture), in whole only, at a redemption price equal to the principal amount thereof being redeemed, plus accrued interest, if any, due and payable on the Notes to such Quarterly Distribution Date. B-4-4 Interest on the Class A-4 Notes shall be payable on each Quarterly Distribution Date on the principal amount outstanding of the Class A-4 Notes until the principal amount thereof is paid in full, at a rate per annum equal to the Class A-4 Rate. The "Class A-4 Rate" for each Interest Accrual Period, other than the first Interest Accrual Period, shall be equal to the applicable Three-Month LIBOR, plus 1.70%. The "Class A-4 Rate" for the first Interest Accrual Period shall be determined by reference to the following formula: x + [22/30* (y-x)] plus 1.70%, as determined by the Administrator. where: x = Two-Month LIBOR, and y = Three-Month LIBOR. Payments of interest on this Note on each Quarterly Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first-class, postage prepaid to such Person's address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to the Indenture, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Quarterly Distribution Date, then the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Quarterly Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Quarterly Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered upon the records of the Trustee upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same interest rate and for a like Class and aggregate principal amount of the same maturity. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Registered Owner thereof or his legal representative but such registration may be changed as provided in the Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. B-4-5 Each Registered Owner and each transferee of a Note shall be deemed to represent and warrant that either (a) it is not acquiring the Note directly or indirectly for, or on behalf of, an ERISA plan or any entity whose underlying assets are deemed to be plan assets of such ERISA plan; or (b)(i) the acquisition and holding of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly dispose of the Notes. The Trustee shall require the payment by any Registered Owner requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to the Indenture. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Registered Owners under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note shall be construed in accordance with 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 and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. B-4-6 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _______________________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints___________________________________________________________________ attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ----------------------------- By * ------------------------------------ Name ----------------------------------- Title ---------------------------------- Signature Guaranteed: By * _____________________________ *NOTICE: Signature(s) should be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. The Assignor's signature to this assignment must correspond with the name as it appears upon the face of the within note in every particular without alteration or any change whatever. B-4-7 EXHIBIT C FORM OF ADMINISTRATOR'S MONTHLY SERVICING PAYMENT DATE CERTIFICATE This Administrator's Monthly Servicing Payment Date Certificate (the "Certificate") is being provided by National Education Loan Network, Inc., as Administrator (the "Administrator") to Nelnet Student Loan Trust 2008-2 (the "Issuer") pursuant to Section 5.04(b) of the Indenture of Trust, dated as of April 1, 2008 (the "Indenture"), among the Issuer, Zions First National Bank, as eligible lender trustee, and Zions First National Bank, as trustee (the "Trustee"). All capitalized terms used in this Certificate and not otherwise defined shall have the same meanings as assigned to such terms in the Indenture. Pursuant to this Certificate, the Administrator hereby directs the Trustee to distribute to the Master Servicer, by 3:00 p.m. (New York time) on __________ __, ____ (the "Monthly Servicing Payment Date"), from and to the extent of the Available Funds on deposit in the Collection Fund, $__________ Servicing Fee due with respect to the preceding calendar month. The Available Funds on this Monthly Servicing Payment Date are equal to $__________. The Administrator hereby certifies that the information herein is true and accurate in all material respects, is in compliance with the provisions of the Indenture and that the Trustee may conclusively rely on this Certificate with no further duty to examine or determine the information contained herein. IN WITNESS WHEREOF, the Administrator has caused this Certificate to be duly executed and delivered as of the date written below. NATIONAL EDUCATION LOAN NETWORK, INC., as Administrator By -------------------------------------- Authorized Signatory [DATE] EXHIBIT D FORM OF ADMINISTRATOR'S QUARTERLY DISTRIBUTION DATE CERTIFICATE This Administrator's Quarterly Distribution Date Certificate (the "Certificate") is being provided by National Education Loan Network, Inc., as Administrator (the "Administrator") to Nelnet Student Loan Trust 2008-2 (the "Issuer") pursuant to Section 5.04(c) of the Indenture of Trust, dated as of April 1, 2008 (the "Indenture"), among the Issuer, Zions First National Bank, as eligible lender trustee, and Zions First National Bank, as trustee (the "Trustee"). All capitalized terms used in this Certificate and not otherwise defined shall have the same meanings as assigned to such terms in the Indenture. QUARTERLY DISTRIBUTION DATE Pursuant to this Certificate, the Administrator hereby directs the Trustee to make the following deposits and distributions to the Persons or to the account specified below by 3:00 p.m. (New York time) on __________ __, _____ (the "Quarterly Distribution Date"), to the extent of (v) the amount of Available Funds received during the immediately preceding Collection Period in the Collection Fund (or, if necessary, other Available Funds on deposit in the Collection Fund as provided in Section 5.04(c) of the Indenture), (w) the amount transferred from the Department Rebate Fund pursuant to Section 5.06 of the Indenture, (x) the amount transferred from the Reserve Fund pursuant to Section 5.05(b), (c) and (d) of the Indenture and (y) the amount transferred from the Capitalized Interest Fund pursuant to Section 5.03 of the Indenture. The Trustee shall make the following deposits and distributions in the following order of priority, and the Trustee shall comply with such instructions:
(i) (a) The Servicing Fee to the Master Servicer, $ ---------- (b) The Trustee Fee to the Trustee, $ ---------- (c) The Delaware Trustee Fee to the Delaware Trustee, $ payments described in (a) through (c) above to be made ratably, without preference or priority of any kind, due on the Quarterly Distribution Date in each case with such fees remaining unpaid from prior Quarterly Distribution Dates (or as applicable from prior Monthly Service Payment Dates); (ii) (a) The Administration Fee to the Administrator $ ----------- (b) Any unpaid Administration Fees from prior Quarterly Distribution $ Dates; ----------- (iii) (a) The Class A-1 Noteholders' Interest Distribution Amount to the $ Class A-1 Noteholders, ----------- The Class A-2 Noteholders' Interest Distribution Amount to the $ Class A-2 Noteholders, and ----------- The Class A-3 Noteholders' Interest Distribution Amount to the $ Class A-3 Noteholders, and ----------- The Class A-4 Noteholders' Interest Distribution Amount to the Class A-4 Noteholders, and (b) Issuer Derivative Payments (excluding Termination Payments other $ than Priority Termination Payments) to the Counterparties, pro ----------- rata, without preference or priority of any kind, according to the amounts payable to each such party; (iv) [Reserved] (v) An amount equal to the unpaid interest accrued on the Financed $ Student Loans subsequent to the Cutoff Date but prior to the Date ----------- of Issuance, until such amount has been paid in full, to the Depositor; (vi) (A) The Principal Distribution Amount to the Class A-1 Noteholders $ (until paid in full); ----------- (B) The Principal Distribution Amount to the Class A-2 Noteholders $ (until paid in full); ----------- (C) The Principal Distribution Amount to the Class A-3 Noteholders $ (until paid in full); ----------- (D) The Principal Distribution Amount to the Class A-4 Noteholders $ (until paid in full); ----------- D-2 (vii) Amounts to be deposited to the Reserve Fund necessary to reinstate the $ balance of the Reserve Fund up to the Specified Reserve Fund Balance; ----------- viii) Amounts due to the Master Servicer representing the aggregate unpaid $ amount of the Carryover Servicing Fee; ----------- (ix) Amounts due to the Counterparties, pro rata, without preference or $ priority (representing any accrued and unpaid Termination Payments due ----------- under any Derivative Product Payments); (x) If the Financed Eligible Loans have not been sold pursuant to Section $ 10.03 or 10.04 of the Indenture, amounts payable to the Noteholders as ----------- an accelerated payment of principal balance on the Notes pursuant to Section 5.04(c)(x) of the Indenture; and (xi) on a Quarterly Distribution Date, remaining amounts released to the $ Issuer. Total Distributions ----------- The Available Funds from the immediately preceding Collection Period $ on this Quarterly Distribution Date. If required, other Available ----------- Funds on deposit in the Collection Fund. If required, Issuer, Master Servicer, or Subservicer contributions for $ Borrower Incentive Program deficiencies. ----------- The Parity Ratio as of such Quarterly Distribution Date. ____% Specified Reserve Fund Balance for such Quarterly Distribution Date. $ ----------- Pool Balance for such Quarterly Distribution Date. $ -----------
FUND TRANSFERS Pursuant to this Certificate, if applicable, the Administrator further hereby directs the Trustee to withdraw from: (a) the Capitalized Interest Fund for deposit to the Collection Fund (i) an amount equal to $__________, representing the amount of insufficient Available Funds in the Collection Fund to make the transfers required by Sections 5.04(b) (other than transfers to repurchase student loans from the Master Servicer, any Subservicer or any Guaranty Agency) and 5.04(c)(i) through (iii) of the Indenture, and (ii) an amount equal to $__________, representing the amount required to be transferred to the Collection Fund on such Quarterly Distribution Date; and D-3 (b) the Reserve Fund for deposit to the Collection Fund (i) to the extent moneys are not available to make the transfers from the Capitalized Interest Fund, an amount equal to $__________, representing the amount of insufficient Available Funds in the Collection Fund to make the transfers required by Sections 5.04(b) (other than transfers to repurchase student loans from the Master Servicer, any Subservicer or any Guaranty Agency) and 5.04(c)(i) through (iii) of the Indenture, and (ii) an amount equal to $__________, representing the amount on deposit in the Reserve Fund in excess of the Specified Reserve Fund Balance. The Administrator hereby certifies that the information herein is true and accurate in all material respects, is in compliance with the provisions of the Indenture and that the Trustee may conclusively rely on this Certificate with no further duty to examine or determine the information contained herein. IN WITNESS WHEREOF, the Administrator has caused this Certificate to be duly executed and delivered as of the date written below. NATIONAL EDUCATION LOAN NETWORK, INC., as Administrator By -------------------------------------- Authorized Signatory Date ----------------------- D-4 EXHIBIT E REPORT TO REGISTERED OWNERS EX-4.2 4 ex4-2.txt TRUST AGREEMENT Exhibit 4.2 NELNET STUDENT LOAN TRUST 2008-2 TRUST AGREEMENT BY AND BETWEEN NELNET STUDENT LOAN FUNDING, LLC, AS INITIAL CERTIFICATEHOLDER AND DEPOSITOR, AND M&T TRUST COMPANY OF DELAWARE AS DELAWARE TRUSTEE DATED AS OF MARCH 18, 2008 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions..................................................1 Section 1.02. Other References.............................................4 ARTICLE II ORGANIZATION OF THE TRUST; AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION OF TRUST BY DELAWARE TRUSTEE Section 2.01. Establishment of the Trust...................................5 Section 2.02. Name.........................................................6 Section 2.03. Office and Situs of Trust; Principal Place of Business.......6 Section 2.04. Authority....................................................6 Section 2.05. Powers and Authority.........................................6 Section 2.06. Declaration of Trust by Delaware Trustee.....................9 Section 2.07. The Indenture................................................9 Section 2.08. Title to Trust Estate........................................9 Section 2.09. Covenants Regarding Operations...............................9 Section 2.10. Appointment of Delaware Trustee.............................14 Section 2.11. Federal Income Tax Allocations..............................14 Section 2.12. Administration..............................................14 Section 2.13. Additional Contributions....................................14 Section 2.14. Liability of the Certificateholders.........................14 ARTICLE III TRUST CERTIFICATES AND TRANSFER OF INTERESTS Section 3.01. Initial Beneficial Ownership................................15 Section 3.02. The Certificates............................................15 Section 3.03. Authentication of Certificates..............................15 Section 3.04. Registration of Transfer and Exchange of Certificates.......15 Section 3.05. Mutilated, Destroyed, Lost or Stolen Certificates...........18 Section 3.06. Persons Deemed Owners.......................................18 Section 3.07. Access to List of Certificateholders' Names and Addresses...18 Section 3.08. Maintenance of Office or Agency.............................19 Section 3.09. Terms of Certificates Binding...............................19 ARTICLE IV DISTRIBUTIONS AND PAYMENTS Section 4.01. Distribution of Payments....................................19 Section 4.02. Payments From Trust Estate Only.............................20 Section 4.03. Method of Payment...........................................21 Section 4.04. Trust Payment Date Statement................................21 i ARTICLE V DUTIES OF DELAWARE TRUSTEE Section 5.01. Notice of Default...........................................21 Section 5.02. Action Upon Instruction.....................................22 Section 5.03. Indemnification.............................................23 Section 5.04. No Duties Except as Specified in Transaction Documents......24 Section 5.05. No Action Except Under Specified Documents or Instructions..24 Section 5.06. Action by Certificateholders with Respect to Bankruptcy.....24 Section 5.07. Discharge of Liens..........................................24 ARTICLE VI DELAWARE TRUSTEE Section 6.01. Acceptance of Trusts and Duties.............................25 Section 6.02. Furnishing of Documents.....................................27 Section 6.03. No Representations or Warranties as to Trust Estate.........27 Section 6.04. No Segregation of Moneys; No Interest.......................28 Section 6.05. Reliance; Advice of Counsel.................................28 Section 6.06. Not Acting in Individual Capacity...........................28 Section 6.07. Books and Records...........................................28 Section 6.08. Tax Returns.................................................28 ARTICLE VII ASSUMPTION OF LIABILITY AND PAYMENT FOR DELAWARE TRUSTEE Section 7.01. Compensation and Expenses...................................29 Section 7.02. Indemnification by Trust....................................30 Section 7.03. Certificateholders To Assume Liability......................30 ARTICLE VIII TERMINATION OF INDENTURE Section 8.01. Termination in General......................................31 Section 8.02. Termination at Option of Certificateholders.................31 Section 8.03. Termination.................................................31 ARTICLE IX SUCCESSOR DELAWARE TRUSTEES, CO-DELAWARE TRUSTEES AND SEPARATE DELAWARE TRUSTEES Section 9.01. Resignation and Successors..................................31 Section 9.02. Co-Delaware Trustees and Separate Delaware Trustees.........33 Section 9.03. Changes in Identity of a Delaware Trustee...................33 ii ARTICLE X MISCELLANEOUS Section 10.01. Amendment...................................................33 Section 10.02. No Interest in Trust Estate.................................34 Section 10.03. Sale of the Trust Estate by Delaware Trustee is Binding.....35 Section 10.04. Limitations on Rights of Others.............................35 Section 10.05. Notices, Etc................................................35 Section 10.06. Severability................................................36 Section 10.07. Separate Counterparts.......................................36 Section 10.08. Entire Agreement............................................36 Section 10.09. Successors and Assigns......................................36 Section 10.10. Governing Law...............................................36 Section 10.11. No Liability of Certificateholders..........................36 Section 10.12. Actions by the Certificateholders...........................36 Section 10.13. Force Majeure...............................................36 EXHIBIT A CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS EXHIBIT B FORM OF TRUST PAYMENT DATE STATEMENT EXHIBIT C FORM OF CERTIFICATE EXHIBIT D FORM OF TRANSFEROR LETTER EXHIBIT E FORM OF INVESTMENT LETTER EXHIBIT F FORM OF RULE 144A LETTER iii TRUST AGREEMENT THIS TRUST AGREEMENT, dated as of March 18, 2008 (as may be amended from time to time), is between NELNET STUDENT LOAN FUNDING, LLC, a Delaware limited liability company, as the Initial Certificateholder and Depositor, and M&T TRUST COMPANY OF DELAWARE (when referred to herein in its individual capacity, the "Trust Company," and when referred to herein solely in its capacity as trustee hereunder, the "Delaware Trustee"), and is being entered into in order to establish a Delaware statutory trust to be known as "Nelnet Student Loan Trust 2008-2" (the "Trust"). W I T N E S S E T H : WHEREAS, the Depositor and the Trust Company have mutually agreed as set forth herein to create the Trust. In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. .DEFINITIONS. All capitalized terms used in this Trust Agreement shall have the meanings set forth below and, if not defined herein, shall have the respective meanings assigned to them in the Indenture: "ACCOUNTANT'S CERTIFICATE" has the meaning set forth in Section 5.06 hereof. "ADMINISTRATION AGREEMENT" means that certain Administration Agreement, dated as of April 1, 2008, among the Trust, the Administrator, the Delaware Trustee and the Indenture Trustee. "ADMINISTRATION FEE" means the fee, if any, from time to time payable to the Administrator pursuant to the Administration Agreement. "ADMINISTRATOR" means National Education Loan Network, Inc., a Nevada Corporation, and its successors and assigns. "AUTHORIZED OFFICER" means, with respect to an entity, the Chairman of the Board, the President, Chief Operating Officer, any Executive or Senior Vice President, Secretary, Treasurer, any Vice President, any Assistant Vice President, any Financial Services Officer, the Administrator (with respect to the Trust), any General Partner (if the entity is a partnership) or any Member or Manager (if the entity is a limited liability company) thereof. 1 "BANKRUPTCY ACTION" means to (i) commence any case, proceeding or other action or file a petition (a) under any existing or future bankruptcy, insolvency or similar statute, law or regulation that seeks (1) to adjudicate the Trust a bankrupt or insolvent or (2) to have an order for relief entered with respect to the Trust, or (b) under any existing or future statute, law or regulation that seeks the reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to the Trust or its debts, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) seek or consent to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or all or a substantial part of its property, (iv) except as required by applicable law, admit the Trust's inability to pay its debts generally as they become due, (v) make a general assignment by the Trust for the benefit of creditors, (vi) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Trust in a proceeding of the type described in clauses (i) through (v) of this paragraph, (vii) cause the Trust not to pay its debts as such debts become due within the meaning of the Bankruptcy Code, or (viii) authorize, take any action in furtherance of, consent to or acquiesce in any of the foregoing or any similar action or other proceedings under any federal or state bankruptcy, insolvency or similar law on behalf of, or with respect to, the Trust, or in connection with any obligations relating to the Certificates, the Notes, the Transaction Documents, this Trust Agreement or any other agreement to which the Trust is a party or a beneficiary. "BANKRUPTCY CODE" means the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 ET SEQ., as amended. "BENEFICIAL OWNER" means the owners of Certificates as determined for federal income tax purposes, taking into account the provisions of ss. 1.7704-1(h) of the Regulations. "CERTIFICATE" means a certificate issued by the Trust evidencing a beneficial ownership interest in the Trust as set forth thereon. "CERTIFICATEHOLDER" means the Persons or Person in whose name a Certificate is registered in the Register on the applicable date. "CODE" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "DELAWARE TRUSTEE" means M&T Trust Company of Delaware, not in its individual capacity but solely in its capacity as trustee of the Trust under this Trust Agreement, and any successor in interest that is a Delaware banking corporation or trust company not affiliated with any Certificateholder. "DEPOSITOR" means Nelnet Student Loan Funding, LLC, a Delaware limited liability company, and its successors and assigns. "ELIGIBLE LENDER TRUSTEE" means Zions First National Bank, acting in its capacity as eligible lender trustee for the Trust under the Eligible Lender Trust Agreement. "ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 2 "INDENTURE" means the Indenture of Trust, dated as of April 1, 2008, among the Trust, the Eligible Lender Trustee and the Indenture Trustee, as supplemented or amended from time to time. "INDENTURE TRUSTEE" means Zions First National Bank, acting in its capacity as trustee under the Indenture. "INDEPENDENT TRUSTEE" means a Person that (i) is independent and is not a stockholder or other securityholder (whether direct, indirect or beneficial), customer or supplier of the Trust or any of its affiliates; (ii) is not a director, officer, employee, affiliate, member, manager or associate of the Trust or any of its affiliates (other than in its capacity as the Delaware Trustee for the Trust); (iii) is not related to any Person referred to in clauses (i) or (ii) above; (iv) is not a trustee, conservator or receiver for the Trust or any of its affiliates (other than in its capacity as a Delaware Trustee); and (v) in the ordinary course of its business, acts as a statutory trustee for other special purpose statutory trusts similar to the Trust and is otherwise independent from the Trust and its affiliates (except as provided above); provided that affiliates as used in this sentence does not include the interests of the Delaware Trustee and its affiliates in each other. "INITIAL CERTIFICATEHOLDER" means Nelnet Student Loan Funding, LLC, a Delaware limited liability company, and its successors and assigns. "INVESTMENT LETTER" has the meaning specified in Section 3.04(b) hereof. "MOODY'S" means Moody's Investors Service, Inc., and its successors and assigns. "NOTES" shall have the meaning set forth in the Indenture. "NOTICES" has the meaning specified in Section 10.05 hereof. "OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel for a Certificateholder, which opinion is reasonably acceptable to the Delaware Trustee. "PAYMENTS" has the meaning specified in Section 4.01(b) hereof. "PERCENTAGE INTEREST" means with respect to any Certificate the percentage interest set forth on the face of such Certificate. "PERSON" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, statutory trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. "REGISTER" means a register kept by the Registrar in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of the Certificates and the registration of transfers of the Certificates. "REGISTERED OWNER" shall have the meaning set forth in the Indenture. 3 "REGISTRAR" means the Delaware Trustee, or its designee, as Registrar hereunder. "REGULATIONS" means the temporary, proposed or final Income Tax Regulations promulgated by the Department of the Treasury. "REQUIRED CERTIFICATEHOLDERS" means the approval of or direction by the Certificateholders holding a majority of the Percentage Interests unless a higher Percentage Interest is specifically required by the terms of this Trust Agreement or applicable law in which case "Required Certificateholders" shall mean such higher Percentage Interest. "RULE 144A LETTER" has the meaning set forth in Section 3.04(b) hereof. "SECURITIES ACT" means the Securities Act of 1933, as amended. "STANDARD & POOR'S" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors and assigns. "TRANSACTION DOCUMENTS" has the meaning specified in Section 2.05(a)(i) hereof. "TRANSFEROR LETTER" has the meaning set forth in Section 3.04(b) hereof. "TRUST" means the Nelnet Student Loan Trust 2008-2 established pursuant to this Trust Agreement. "TRUST AGREEMENT" means this Trust Agreement, dated as of March 18, 2008, between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and Depositor, and M&T Trust Company of Delaware, as Delaware Trustee, as amended or supplemented from time to time. "TRUST COMPANY" means M&T Trust Company of Delaware, in its individual capacity. "TRUST ESTATE" means all of the assets, property, and security interests related thereto contributed, sold, assigned or otherwise transferred to or acquired by the Trust together with all other assets subject hereto, constituting the Trust created hereby and to be administered hereunder, including without limitation, the earnings thereon and products and proceeds thereof. "TRUST PAYMENT DATE STATEMENT" has the meaning set forth in Section 4.04(a) hereof. "TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code ss. 3801 ET SEQ., as the same may be amended from time to time. SECTION 1.02. OTHER REFERENCES. (a) As used in this Trust Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Trust Agreement or in any such certificate or other document, and accounting terms partly defined in this Trust Agreement or in any such certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Trust Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Trust Agreement or in any such certificate or other document shall control. 4 (b) The definitions contained in this Trust Agreement are applicable to the singular as well as the plural, the past, the present, the future, the active and the passive forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. (c) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns. (d) The terms "hereof," "herein," "hereby" or "hereunder," unless otherwise modified by more specific reference, shall refer to this Trust Agreement in its entirety as amended from time to time. Unless otherwise indicated in context, the terms "Article," "Section," "Schedule," or "Exhibit" shall refer to an Article or Section of, or Schedule or Exhibit to, this Trust Agreement. The headings of sections and paragraphs and the Table of Contents contained in this Trust Agreement are provided for convenience only. They form no part of this Trust Agreement and shall not affect its construction or interpretation. ARTICLE II ORGANIZATION OF THE TRUST; AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION OF TRUST BY DELAWARE TRUSTEE SECTION 2.01. ESTABLISHMENT OF THE TRUST. The Depositor and the Delaware Trustee hereby establish the Trust pursuant to the Trust Statute. Simultaneously with the execution hereof, the Depositor shall make a contribution to the Trust as the Depositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreements (as defined in the Indenture) and other assignment agreements by and between the Depositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust 5 Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to ss. 301.7701-2(c)(2) of thE Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of trust required under Section 3810 ET SEQ. of the Trust Statute in connection with the formation of the Trust under the Trust Statute. SECTION 2.02. NAME. The name of the Trust shall be "Nelnet Student Loan Trust 2008-2," in which name the Delaware Trustee solely in such capacity on behalf of the Trust may, subject to the terms hereof and the other Transaction Documents, conduct business, make and execute loans, contracts, security instruments and other instruments, acquire, pledge, convey and transfer property and sue or be sued. SECTION 2.03. OFFICE AND SITUS OF TRUST; PRINCIPAL PLACE OF BUSINESS. The Trust shall be located in the State of Delaware. The Trust shall not have any employees in any state other than the State of Delaware; provided, however, that nothing herein shall restrict or prohibit the Trust Company (in its individual capacity but not as Delaware Trustee) from having employees within or without the State of Delaware. The Trust shall maintain its principal place of business and chief executive at the corporate trust office of the Delaware Trustee in the State of Delaware, or such other office designated by an Authorized Officer of the Issuer. SECTION 2.04. AUTHORITY. Effective as of the date hereof, the Delaware Trustee shall have all of the rights, powers and duties set forth herein, and to the extent not inconsistent herewith, in the Trust Statute with respect to accomplishing the purposes of the Trust. SECTION 2.05. POWERS AND AUTHORITY. (a) Subject to Section 2.09 hereof, the Trust has been created for the purpose of purchasing and owning from time to time student loans, issuing Notes from time to time under the Indenture, pledging its interest in student loans and other collateral under the terms of the Indenture to secure the Notes and performing activities that are necessary, suitable or convenient to accomplish those purposes, including without limitation, the following: (i) execute and deliver the Basic Documents (as defined in the Indenture), including, but not limited to, one or more student loan purchase agreements, administration agreements, remarketing agreements, depository agreements, note purchase agreements, master servicing agreements, sub-servicing agreements, eligible lender trust agreements, guaranty agreements, custodial agreements, bailment agreements, joint sharing agreements, paying agency agreements, investment agreements, auction agent agreements, Derivative Products (as defined in the Indenture), and such other documents relating to the transactions contemplated by the Indenture and hereby as the Required Certificateholders or the Administrator may from time to time direct in writing (collectively, the "Transaction Documents"), in each case in the respective forms in which the same may be delivered by or on behalf of the Certificateholders or the Administrator to the Delaware Trustee from time to time for execution and delivery, and accept any document that is not signed by the Delaware Trustee, the delivery of which is provided for under any of the preceding agreements; 6 (ii) execute and deliver all other documents, certificates, instruments and agreements that are provided to it and are contemplated to be executed and delivered by the Trust by the documents referred to in clause (i) above; (iii) to acquire and finance beneficial interests in Eligible Loans (as defined in the Indenture); (iv) to deposit and apply the proceeds of the sale of the Notes; (v) to assign, grant, transfer, pledge, mortgage and convey all or any portion of the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Trust Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (vi) execute and deliver assignments and assumptions with respect to certain rights and responsibilities under the Transaction Documents; (vii) upon the written direction of the Required Certificateholders or the Administrator take whatever action shall be required to be taken by the Trust by the terms of, and to exercise its rights and perform its duties under, each of the documents referred to in clauses (i) through (vi) above as set forth therein; (viii) upon a Certificateholder making or causing to be made available to the Delaware Trustee the contributions referred to in Section 2.01 hereof, record the amount thereof on the books of the Trust as the investment of the Certificateholder therein; (ix) to pay such expenses as directed by the Administrator and to note such payment on the books of the Trust; (x) to pay, remit and distribute monies received by the Trust pursuant to Section 4.01 hereof; (xi) subject to the terms of this Trust Agreement and the Transaction Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate, payment of the Notes and making distributions to the Certificateholders; (xii) issue, execute and deliver the Certificates in the form attached as Exhibit C hereto; 7 (xiii) take, or cause to be taken, all actions deemed necessary or appropriate by the Administrator in connection with an offering, issuance and sale of securities to be issued by the Trust, including, without limitation (a) the preparation, execution, delivery and filing with any required regulatory entities of an offering document for the securities and any and all applications or other appropriate requests for qualification of the securities and amendments thereto under applicable State Blue Sky Laws and (b) filing, providing or authorizing the filing or provision of such other documents and information with all governmental, regulatory and rating agencies as deemed necessary or appropriate by the Certificateholders in connection with such offer, issuance and sale and (c) the filing of periodic reports therewith as deemed necessary or appropriate by the Administrator, which actions by the Administrator on behalf of the Trust may be taken pursuant to the Administration Agreement; (xiv) take such other actions as are specified herein or are incidental to the foregoing; and (xv) subject to the terms of this Trust Agreement, take such other action in connection with the foregoing as the Required Certificateholders or the Administrator may from time to time direct in writing. (b) Notwithstanding anything herein to the contrary, the Trust is neither authorized nor empowered to engage in any activity other than exercising its rights, powers and authority and performing its obligations in accordance with the express provisions of subsection (a) of this Section. The Delaware Trustee may establish such trust accounts on its records (or through the Trust Company) in its discretion as it may deem desirable or appropriate for the deposit and disbursement of any monies delivered to it hereunder. (c) Notwithstanding anything in this Trust Agreement or in any other Transaction Document to the contrary, (i) the Trust is hereby authorized to (A) execute, deliver and perform the Indenture, any Student Loan Purchase Agreement, the Master Servicing Agreement, any Auction Agent Agreement, any Broker-Dealer Agreement, any Remarketing Agreement, the Eligible Lender Trust Agreement, the Administration Agreement, any Derivative Product (each as defined in the Indenture) and (B) execute, deliver and file such Uniform Commercial Code financing statements and amendments thereto evidencing the security interests, if any, granted by the Trust pursuant to the foregoing agreements and/or the grant of the Trust's interests in collateral pledged or assigned to the Trust pursuant to any of the foregoing documents, (ii) the Delaware Trustee is hereby authorized to execute and deliver, as applicable, such documents on behalf of the Trust without any approval, consent or other action by any party hereto and (iii) such execution and delivery do not and shall not be deemed to conflict with or violate any provision of this Trust Agreement or any duty or restriction hereunder of any party hereto. 8 SECTION 2.06. DECLARATION OF TRUST BY DELAWARE TRUSTEE. The Delaware Trustee hereby declares that it will hold the Trust Estate upon the trusts set forth herein for the use and benefit of the Certificateholders and as Delaware Trustee for the Certificateholders hereunder. SECTION 2.07. THE INDENTURE. The Certificateholders and the Delaware Trustee hereby acknowledge that, when executed and delivered, the Indenture shall create a lien on the Trust Estate, subject to the limitations set forth in the Indenture. SECTION 2.08. TITLE TO TRUST ESTATE. Subject to the lien of the Indenture, title to all of the Trust Estate at all times shall be vested in the Trust as a separate legal entity except (a) where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title to that part of the Trust Estate shall be vested in the Delaware Trustee, a co-trustee and/or a separate trustee, as the case may be, and (b) except that record title to Eligible Loans that are part of the Trust Estate shall be held by an eligible lender trustee pursuant to the terms of an eligible lender trust agreement or the Indenture and the Trust shall have a beneficial interest therein. SECTION 2.09. COVENANTS REGARDING OPERATIONS. (a) Subject to Section 5.06 hereof, and notwithstanding any prior termination of this Trust Agreement, to the fullest extent permitted by law, none of the Delaware Trustee, the Administrator or the Certificateholders shall take or authorize any Bankruptcy Action. (b) To the fullest extent permitted by law and notwithstanding any other provision to the contrary in this Trust Agreement or any other agreement, document or instrument executed by the Trust (except as otherwise provided in the Indenture and the Transaction Documents), and so long as the Indenture is in effect, each Certificateholder and the Administrator shall cause the Trust to, and the Trust shall: (i) do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Delaware statutory trust in good standing and its rights (charter and statutory) under the laws of the State of Delaware, preserve and keep in full force and effect its existence, rights and franchises, obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Trust Agreement and any agreement to which the Trust is a party, and observe all applicable procedures and provisions required by this Trust Agreement and the laws of the State of Delaware; (ii) except as required by law, not amend, alter, waive, change or repeal (A) its Certificate of Trust, (B) the definitions in this Trust Agreement of the capitalized terms used in this Section or any of the definitions of the terms that form any part thereof or (C) Sections 2.05, 2.09, 5.03, 5.06 or 6.08 or Article VII hereof; 9 (iii) maintain its own bank accounts and correct and complete financial and other entity records, accounts and books of account separate and distinct from those of any other Person; not commingle its records, accounts, books of account and bank accounts with the organizational or other records, accounts, books of account or bank accounts of any other Person and cause such records, accounts, books of account and bank accounts to reflect the separate existence of the Trust; (iv) act solely in its own name and through an Authorized Officer or its agents in the conduct of its business, prepare all Trust correspondence in the Trust's name, hold itself out as a separate entity from any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, correct any misunderstanding regarding its separate identity known to the Trust, refrain from engaging in any activity that compromises the separate legal identity of the Trust, and strictly comply with all organizational and statutory formalities to maintain its separate existence; (v) take such actions as may be necessary to authorize each of the Trust's actions as may be required by applicable law, this Trust Agreement and any other agreement to which the Trust is a party; (vi) at any time that the Trust is not treated as a disregarded entity or part of a consolidated group filing consolidated returns for federal income tax purposes, file or cause to be filed its own tax and information returns, if any, as may be required of the Trust under applicable federal, state and local law, and pay any taxes out of its own funds so required to be paid under applicable law from its own assets; (vii) except for the Delaware Trustee's or the Indenture Trustee's standard practice regarding maintenance of funds and assets, not commingle its funds or assets with funds or assets of any other Person; (viii) segregate and separately maintain (or cause to be maintained) its funds and assets as identifiable funds and assets held in its name (except with respect to holding funds or assets in its name, to the extent that such funds or assets are required under the Indenture to be held in an account in the name of a servicer, custodian or trustee with respect to any accounts established thereunder) and with its own tax identification number, if any, in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual funds or assets from the funds or assets of any other Person, which funds and assets shall at all times be held by or on behalf of the Trust and used only for the business of the Trust; (ix) prepare and maintain annual and quarterly financial statements separate from any other Person, pay or bear out of its own funds the cost of preparation of its own financial statements and disclose in the annual financial statements of the Trust the effects of its transactions in accordance with generally accepted accounting principles; 10 (x) not permit the financial statements of the Trust, or any consolidated or combined financial statements which consolidate or combine the assets and earnings of any Certificateholder or any affiliate of a Certificateholder with those of the Trust, to state that the assets of the Trust are or will be available to creditors of any of its affiliates, any Certificateholder or any affiliate of a Certificateholder; (xi) maintain an arm's-length relationship with its affiliates, the Administrator and the Certificateholders and their respective affiliates, not enter into any contract or agreement or any amendment thereof with any of its affiliates, the Administrator or any Certificateholder or their respective affiliates unless the terms thereof are commercially reasonable, and substantially similar to those that would be available on an arm's-length basis with third parties, and transact all business with its affiliates, the Administrator, the Certificateholders and their respective affiliates pursuant to enforceable agreements with material terms established at the inception that will not be amendable except with the consent of each of the parties to such agreement; (xii) to the extent that the Trust leases premises from any Certificateholder or its affiliates, pay appropriate, fair and reasonable compensation or rental to the lessor; (xiii) be directly responsible for the costs of its own outside legal, auditing and other similar services and pay its taxes, liabilities and operating expenses only out of its funds and not pay from its assets any obligations or indebtedness of any other Person; (xiv) pay from its own funds the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations; (xv) pay from its own funds any compensation due to the Administrator; (xvi) pay compensation from its own funds to independent contractors for performing services or incurring expenses in connection with such services for the Trust in an amount equal to the fair value of such services and expenses; (xvii) allocate fairly and reasonably between the Trust and any other Person pursuant to a written agreement all expenses that are shared with such Person, including any overhead, rent, or other compensation paid for shared or leased office space; (xviii) not act as an agent of any Certificateholder, the Delaware Trustee or their respective affiliates; 11 (xix) not permit any Certificateholder or its respective affiliates to act as an agent for the Trust, except as specifically permitted by this Trust Agreement; (xx) not identify itself as a department or division of any other Person in order not (A) to mislead others as to the identity of the entity with which such other party is transacting business or (B) to suggest that the Trust is responsible for the debts of any other Person; (xxi) use stationery, invoices and checks that are separate from those of any other Person; (xxii) not enter into leases for office space, except as necessary to maintain a principal place of business or the conduct of its operations; (xxiii) not be, become or hold itself out (or permit itself to be held out) as being liable for the debts or other obligations of any other Person, or hold out its credit (or permit its credit to be held out) as being available to satisfy the obligation of any other Person; (xxiv) not pledge any property or assets of the Trust (except as permitted by the Indenture), lend or advance any moneys to (other than trade receivables in connection with the ordinary course of the Trust's business), or guarantee (directly or indirectly), endorse (other than the endorsement of negotiable instruments for collection or deposit in the ordinary course of business) or otherwise become contingently liable (directly or indirectly) for the obligations of, or acquire or assume any obligation or liability of, any other Person; (xxv) except for investments expressly permitted by the Indenture, not make an investment in or for the benefit of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person; (xxvi) not form or acquire any subsidiary; (xxvii) not incur any debt, secured or unsecured, direct or contingent (including, without limitation, guaranteeing any obligation) other than its obligations under the Indenture, unsecured debts and liabilities for trade payables and accrued expenses and taxes incurred in the ordinary course of its business that (A) are in amounts that are normal and reasonable under the circumstances, (B) are not evidenced by a promissory note, (C) are paid when due (unless being contested in good faith) and (D) not owed to a Certificateholder or its affiliates; (xxviii) maintain adequate capital for the normal obligations reasonably foreseeable in a business of the Trust's size and character and in light of its proposed business operations and liabilities (provided that this clause shall not be deemed a commitment by any Certificateholder to make contributions to the Trust); 12 (xxix) not engage, directly or indirectly, in any business other than as required or permitted under Section 2.05 hereof; (xxx) not acquire or own any material assets other than the assets and properties to be pledged under the Indenture or as otherwise are necessary to comply with its obligations under the Transaction Documents; (xxxi) properly account in the Trust's books and financial records for any transactions entered into between the Trust and any Certificateholder, the Administrator or their respective affiliates; (xxxii) not enter into any contract, except such contracts as necessary to enable the Trust to achieve its purposes as set forth in, or that are otherwise required or permitted by, Section 2.05 hereof; (xxxiii) not agree to, enter into or consummate any transaction which would render it unable to confirm that (A) it is not an "employee benefit plan" as defined in Section 3(32) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32) of ERISA; (B) it is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) less than 25% of each of its outstanding classes of equity interests are held by a "benefit plan investor" within the meaning set forth in 29 C.F.R. ss. 2510.3-101(f)(2); (xxxiv) to the fullest extent permitted by applicable law and except as otherwise expressly provided elsewhere in this Section, not take or refrain from taking any act which would make it impossible to carry on the activities of the Trust set forth in Section 2.05 hereof; (xxxv) except as expressly provided in the Indenture, not knowingly perform any act that would subject (A) any Certificateholder to liabilities of the Trust in any jurisdiction or (B) the Trust to taxation as a corporation under relevant provisions of the Code; (xxxvi) not combine, consolidate or merge the Trust into or with any other Person, convert the Trust into an entity that is not a Delaware statutory trust, reorganize or form the Trust in a jurisdiction other than Delaware or, to the fullest extent permitted by applicable law, dissolve, liquidate, wind-up or transfer the ownership of substantially all of its assets; (xxxvii) not enter into the Transaction Documents or any other agreement with any intent to hinder, delay or defraud creditors of any Person; (xxxviii) not permit the Trust to be maintained or used to abuse creditors or to perpetuate a fraud, injury or injustice to creditors of any Person; and (xxxix) cause any agents and other representatives of the Trust to act at all times with respect to the Trust in furtherance of the foregoing. 13 (c) None of the Trust, a Certificateholder, the Administrator or any Person on behalf of the Trust shall, and none of them shall have the authority to, enter into any agreements, written or otherwise (other than the obligations of the Certificateholder under Sections 5.03 and 6.08 and Article VII hereof), pursuant to which any Certificateholder or any of its affiliates agrees to (i) extend credit or make loans, payments or contributions (subject to Section 2.13 hereof) to or for the Trust, (ii) assume, guaranty or otherwise be obligated for the payment of the obligations or the performance of the Trust, (iii) hold itself out as being liable for the obligations of the Trust or (iv) hold out its credit as being available to satisfy the obligations of the Trust. SECTION 2.10. APPOINTMENT OF DELAWARE TRUSTEE. The Certificateholders hereby appoint the Delaware Trustee as trustee of the Trust effective as of the date hereof, to have all of the rights, powers, authority, authorization and duties set forth herein and in the Trust Statute. SECTION 2.11. FEDERAL INCOME TAX ALLOCATIONS. Net income of the Trust for any period, as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof), shall be allocated to the Certificateholders on a pro rata basis in accordance with their respective Percentage Interests. SECTION 2.12. ADMINISTRATION. Unless and until otherwise notified in writing by the Required Certificateholders, the Delaware Trustee is hereby authorized and directed to take and receive instructions from the Administrator pursuant to the Administration Agreement with respect to matters relating to the Trust to the same extent and with the same effect and protection as if any such instructions were received from the Required Certificateholders subject to the provisions hereof. The Administrator shall be entitled to the Administration Fee for services provided pursuant to the provisions hereof, which compensation is hereby acknowledged as reasonable compensation by the Administrator and the Certificateholders. The Administration Fee shall be payable as provided herein and in the Indenture. SECTION 2.13. ADDITIONAL CONTRIBUTIONS. Any Certificateholder may make an additional capital contribution (which capital contribution may be made with funds advanced to the Certificateholder from the Administrator) to the Trust to enable the Trust to carry out any instructions of such Certificateholder that are permitted by the Transaction Documents, including an optional capital contribution to enable the Trust to effect an optional purchase of Notes. If such Certificateholder makes such a capital contribution, the Delaware Trustee shall establish a separate trust account designated for the deposit of such capital contributions. If a Certificateholder makes a capital contribution to enable the Trust to take any action, any proceeds that result from such action in an amount up to the amount of the capital contribution shall, if so directed by the Certificateholder, be credited to such separate account and shall be distributed to the Certificateholder that made such capital contribution. SECTION 2.14. LIABILITY OF THE CERTIFICATEHOLDERS. Except as expressly provided in Sections 5.03, 6.08 and 7.03 hereof, to the fullest extent permitted by applicable law, no Certificateholder shall have any personal liability for any liability, obligation or expense of the Trust or by reason of any action taken by the parties to this Trust Agreement pursuant to any provisions of this Trust Agreement. The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of corporations under the General Corporation Law of the State of Delaware. 14 ARTICLE III TRUST CERTIFICATES AND TRANSFER OF INTERESTS SECTION 3.01. INITIAL BENEFICIAL OWNERSHIP. Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.01 hereof and until the issuance of Certificates, the Depositor shall be the sole beneficial owner of the Trust. SECTION 3.02. THE CERTIFICATES. (a) The Certificates are issuable in fully registered form in minimum Percentage Interests of 10%. Each Certificate shall be substantially in the form set forth in Exhibit C hereto. All Certificates may have set forth thereon such information, legends, and text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Delaware Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Delaware Trustee, shall be duly authorized, validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. (b) A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to Section 3.04 hereof. SECTION 3.03. AUTHENTICATION OF CERTIFICATES. No Certificate shall entitle its Certificateholder to any benefit under this Trust Agreement or be valid for any purpose unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit C hereto, executed by the Trust by manual signature of an Authorized Officer of the Delaware Trustee; such authentication shall constitute conclusive evidence that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. (a) The Delaware Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08 hereof, a Register in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. 15 (b) The Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, unless such transfer is made to an affiliate of the transferor, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trust, the Delaware Trustee, the Administrator and the transferring Certificateholder in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the "Transferor Letter") and Exhibit E (the "Investment Letter") or Exhibit F (the "Rule 144A Letter") hereto, as applicable. Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter with respect to a Rule 144A transaction, there shall also be delivered to the Trust an Opinion of Counsel (unless such transfer is made to an affiliate of the transferor) to the effect that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Delaware Trustee (unless it is the transferee from whom such opinion is to be obtained) or the Administrator. Each Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trust, the Delaware Trustee and the Administrator against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (c) No transfer, sale, pledge or other disposition of the Certificate shall be made unless prior to such transfer, sale, pledge or other disposition, the Trust shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trust, to the effect that such a transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or (ii) in the case of any Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trust, the Delaware Trustee and the Administrator to the effect that the purchase or holding of such Certificate will not result in the Trust or the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trust, the Delaware Trustee, the Administrator or the transferring Certificateholder to any obligation in addition to those undertaken in this Trust Agreement. Notwithstanding anything else to the contrary herein, in the event any purported transfer of any Certificate is made without delivery of the representation letter referred to above, such representation shall be deemed to have been made by the transferee by its acceptance of such Certificate. In addition, any purported transfer of a Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the delivery to the Trust, the Delaware Trustee, and the Administrator of an Opinion of Counsel as described above shall be void and of no effect. Any certificate or Opinion of Counsel furnished pursuant to this Section may be relied on conclusively by the Trust, the Delaware Trustee, the Administrator and the transferring Certificateholder in determining whether the provisions hereof have been complied with. 16 (d) No transfer shall be effective if immediately after such transfer there would be more than one hundred Beneficial Owners of Certificates. Any purported transfer in violation of the provisions of this subsection (d) shall be VOID AB INITIO and the Delaware Trustee shall have no liability in connection with a transfer in violation of the provisions of this subsection (d). (e) The foregoing provisions shall not prevent the assignment by a Certificateholder of all or any part of its right to receive distributions in respect of its interest in its Certificate, but such assignment shall effect no change in ownership of the Trust. (f) The preparation and delivery of the certificate and opinions referred to in this Section shall not be an expense of the Trust, the Delaware Trustee or the Administrator. (g) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08 hereof, the Delaware Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations stating the aggregate amount and Percentage Interest so transferred dated the date of authentication by the Delaware Trustee. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized Percentage Interests and denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08 hereof. (h) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust and duly executed by the Certificateholder or such Certificateholder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Delaware Trustee in accordance with its customary practice. (i) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trust or the Delaware Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (j) Notwithstanding any other provision herein or elsewhere, the Trust, the Delaware Trustee and the Administrator (i) shall not have any obligation to determine whether any transfer or exchange of a Certificate is permitted under or in accordance with this Trust Agreement; (ii) shall not have any personal liability to any person in connection with any transfer or exchange or proposed or purported transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Trust Agreement; and (iii) shall be entitled to rely (and shall be fully justified and protected in so relying) on the Register as to the identity of the Certificateholders and as to the Certificates and the Percentage Interests and denominations thereof evidenced thereby. 17 (k) Notwithstanding anything contained herein to the contrary, the Delaware Trustee shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, the Securities Exchange Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; PROVIDED, HOWEVER, that if a certificate is specifically required to be delivered to the Delaware Trustee by a purchaser or transferee of a Certificate, the Delaware Trustee shall be under a duty to examine the same to determine whether it conforms to the requirements of this Trust Agreement and shall promptly notify the party delivering the same if such certificate does not so conform. SECTION 3.05. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i) any mutilated Certificate is surrendered to the Trust and the Registrar or the Trust receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (ii) there is delivered to the Registrar, the Trust, the Delaware Trustee and the Administrator such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trust that the Certificate has been acquired by a protected purchaser, the Delaware Trustee shall execute and the Delaware Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, amount and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section the Trust or the Delaware Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Certificate and any other reasonable expenses (including the reasonable fees and expenses of the Trust, the Delaware Trustee, the Administrator and the Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. SECTION 3.06. PERSONS DEEMED OWNERS. Prior to due presentation of a Certificate for registration of transfer, the Trust, the Delaware Trustee, the Administrator and the Registrar may treat the Person in whose name any Certificate is registered in the Register as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01(b) hereof and for all other purposes whatsoever, and none of the Trust, the Delaware Trustee, the Administrator or the Registrar shall be bound by any notice to the contrary. SECTION 3.07. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES. The Trust shall furnish or cause to be furnished to the Administrator or a Certificateholder, within 15 days after receipt by the Delaware Trustee of a written request therefor from the Administrator or the Certificateholder, a list, in such form as the Administrator or the Certificateholder may reasonably require, of the names and addresses of the Certificateholders then registered in the Register as the owner of Certificates. Each Certificateholder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the other Certificateholders, the Trust, the Delaware Trustee, the Administrator, or the Registrar accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. 18 SECTION 3.08. MAINTENANCE OF OFFICE OR AGENCY. The Trust will maintain an office or agency in Wilmington, Delaware where Certificates may be surrendered for registration of transfer or exchange. The Trust will maintain an office at the address stated in Section 10.05 hereof where notices and demands to or upon the Trust, the Delaware Trustee, the Administrator, and the Registrar in respect of this Trust Agreement may be served. SECTION 3.09. TERMS OF CERTIFICATES BINDING. Each Certificateholder, by assenting to the acquisition by it of a Certificate, agrees to be bound by the terms and conditions of the Certificates and of this Trust Agreement, including any supplements or amendments thereto or hereto, and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Delaware Trustee, the Administrator, the Registrar, and all other Certificateholders, if any. ARTICLE IV DISTRIBUTIONS AND PAYMENTS SECTION 4.01. DISTRIBUTION OF PAYMENTS. (a) Until the Trust shall have received written notice from the Indenture Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the Indenture Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Indenture Trustee or any other person shall ever be deemed to constitute the Indenture Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Indenture Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid 19 or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by applicable law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold such amounts in accordance with this paragraph (c) and may require reasonable evidence from the Certificateholder that a withholding tax is not payable with respect to a distribution. In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Delaware Trustee for any out of pocket expenses incurred. SECTION 4.02. PAYMENTS FROM TRUST ESTATE ONLY. All payments to be made by the Delaware Trustee under this Trust Agreement or by the Trust (other than payments made pursuant to Section 2.13 hereof with funds provided by a Certificateholder) shall be made only from the Trust Estate and the income and proceeds from or related to the Trust Estate and only to the extent that the Delaware Trustee shall have actually received such income or proceeds from the Trust Estate and such proceeds are not required to be remitted to the Indenture Trustee pursuant to Section 4.01(a) hereof or the Indenture. Each 20 Certificateholder agrees that it will look solely to the Trust Estate to the extent available for payment as herein provided and that, except as specifically provided in Section 6.01 hereof, the Trust Company shall not be liable in its individual capacity to any Certificateholder for any amounts payable under this Trust Agreement and shall not be subject to any liability in its individual capacity under this Trust Agreement. This Section is intended solely to limit the liability of the Delaware Trustee and shall have no effect on the obligations of the Certificateholders under this Trust Agreement. This Section does not limit the liability of the Delaware Trustee set forth in Section 6.01 hereof. SECTION 4.03. METHOD OF PAYMENT. Unless otherwise directed by a Certificateholder, all amounts payable to the Certificateholder pursuant to this Trust Agreement shall be paid to it in immediately available funds by transfer to a banking institution with bank wire transfer facilities for the account of the Certificateholder, as the Delaware Trustee may be instructed from time to time in writing by the Certificateholder. SECTION 4.04. TRUST PAYMENT DATE STATEMENT. (a) Based on the reports received by the Delaware Trustee pursuant to the Indenture, the Delaware Trustee, or the Administrator if requested by the Delaware Trustee pursuant to the Administration Agreement, shall prepare, or shall cause to be prepared for each payment or distribution made to the Delaware Trustee, the Administrator, or the Certificateholders pursuant to Section 4.01(b) hereof a statement substantially in the form of Exhibit B hereto (the "Trust Payment Date Statement"). In connection with any payments or distributions to the Delaware Trustee, the Administrator or the Certificateholders pursuant to Section 4.01(b) hereof, the Delaware Trustee, or the Administrator if requested by the Delaware Trustee pursuant to the Administration Agreement, shall deliver the Trust Payment Date Statement to each Certificateholder or as instructed by the Certificateholder in a written Notice to the Delaware Trustee and the Administrator. (b) The Delaware Trustee makes no representations or warranties as to the accuracy of the information contained in the reports generated by the Trust or the Administrator pursuant to the Indenture or, to the extent that the Trust Payment Date Statement contains or relies upon information provided by the reports provided by the Trust or the Administrator pursuant to the Indenture, the Trust Payment Date Statement. The Delaware Trustee shall not be bound to make any investigation as to the facts stated in the reports provided by the Trust pursuant to the Indenture, and may rely upon each of the reports provided by the Trust pursuant to the Indenture delivered to it by or on behalf of the Indenture Trustee. ARTICLE V DUTIES OF DELAWARE TRUSTEE SECTION 5.01. NOTICE OF DEFAULT. In the event the Delaware Trustee shall have actual knowledge of an Event of Default under the Indenture with respect to any Notes, the Delaware Trustee shall give prompt telephonic notice (to the extent telephone numbers are on file with the Delaware Trustee) followed by, or in the alternative, written notice by facsimile, electronic transmission or overnight courier for receipt within 48 hours of discovery thereof to the 21 Certificateholders and the Indenture Trustee. Subject to the terms of Section 5.03 hereof, the Delaware Trustee shall take or refrain from taking such action as the Delaware Trustee shall be instructed in writing by the Required Certificateholders. If the Delaware Trustee shall not have received such instructions within 20 days after giving written notice of such event to the Certificateholders (or within such shorter period of time as may be specified in such notice or required under the circumstances), the Delaware Trustee, subject to instructions subsequently received from the Required Certificateholders pursuant to the preceding sentence, may, but shall be under no duty to, take or refrain from taking any action with respect thereto as the Delaware Trustee shall deem advisable and in the best interests of the Certificateholders and shall not have liability to any Person for any action or inaction. For all purposes of this Trust Agreement, in the absence of actual knowledge of an officer of the Delaware Trustee at its address specified in Section 10.05 hereof, the Delaware Trustee shall not be deemed to have knowledge of any event referred to in the first sentence of this Section unless it receives written notice thereof from a Certificateholder or the Indenture Trustee. SECTION 5.02. ACTION UPON INSTRUCTION. (a) Whenever the Delaware Trustee is (i) unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Transaction Document or (ii) unsure as to the application of any provision of this Trust Agreement or any Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision or in the event that this Trust Agreement permits any determination by the Delaware Trustee or is silent or is incomplete as to the course of action that the Delaware Trustee is required to take with respect to a particular set of facts, the Delaware Trustee may give Notice (in such form as shall be appropriate under the circumstances) to the Certificateholders and the Administrator requesting instruction and, to the extent that the Delaware Trustee acts or refrains from acting in good faith in accordance with any such instruction received from the Required Certificateholders or the Administrator, the Delaware Trustee shall not be liable, on account of such action or inaction, to any Person. If the Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and shall not have liability to any Person for such action or inaction. (b) Notwithstanding anything in this Trust Agreement to the contrary, neither the Delaware Trustee nor any of its respective agents, shall be required to take or refrain from taking any action under this Trust Agreement, the Transaction Documents or any other agreement, or exercise any of their respective rights and powers, if the Delaware Trustee shall reasonably determine (without any obligation to make any such determination), or shall have been advised by counsel, that such action or inaction (i) is contrary to the terms of this Trust Agreement, the terms of the Transaction Documents or any other agreement to which the Delaware Trustee or the Trust is a party, (ii) is likely to result in a breach of its duties hereunder or those of the Trust Company, (iii) to the actual knowledge of an officer of the Delaware Trustee that is responsible for the administration of the Trust, would adversely affect the tax status of the Trust, or (iv) is otherwise contrary to applicable law. 22 (c) The Delaware Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its respective duties hereunder, or in the exercise of any of its respective rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Delaware Trustee and none of the provisions contained in this Trust Agreement shall in any event require the Delaware Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the other party under this Trust Agreement. (d) Subject to the terms of Sections 5.01, 5.03 and 5.06 hereof and the Administration Agreement, the Required Certificateholders or the Administrator may by written instruction direct the Delaware Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Required Certificateholders or the Administrator. Prior to taking any action on behalf of the Trust under this Trust Agreement or the Transaction Documents, the Delaware Trustee may request and, if so requested, shall receive written instructions of the Required Certificateholders or the Administrator specifying the manner in which the Delaware Trustee shall take such action. The Delaware Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the instructions of such Required Certificateholders or the Administrator. (e) The Certificateholders and the Administrator agree to not provide any direction to the Delaware Trustee to take any action that is contrary to the terms of this Trust Agreement, the Transaction Documents, any other agreements to which the Delaware Trustee or the Trust is a party, or is otherwise contrary to applicable law. (f) The Delaware Trustee shall not have the power, except upon the written direction of 100% of the Certificateholders, to (a) remove or replace the Eligible Lender Trustee, any Master Servicer, the Administrator or any other administrator or (b) except as expressly provided in the Transaction Documents, sell the Financed Eligible Loans after the termination of the Indenture. The Delaware Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders. SECTION 5.03. INDEMNIFICATION. The Delaware Trustee shall not be required to take or refrain from taking any action under this Trust Agreement, the Transaction Documents or any other agreement (other than the actions specified in the first sentence of Section 5.01 hereof) if the Delaware Trustee shall reasonably determine, or shall have been advised by counsel, that such actions may result in personal liability of the Trust Company or require it to risk or advance its own funds unless the Trust Company and the Delaware Trustee shall have been indemnified by the Certificateholders, in manner and form reasonably satisfactory to the Trust Company and the Delaware Trustee, against any liability, fee, cost or expense (including reasonable legal fees and expenses) which may be incurred or charged in connection therewith; and if the Required Certificateholders shall have directed the Delaware Trustee to take or refrain from taking any such action, the Certificateholders so directing the Delaware Trustee agree to furnish such indemnity as shall be required and, in addition, to the extent not otherwise paid pursuant to the provisions of this Trust Agreement, to pay the reasonable compensation of the Delaware Trustee for the services performed or to be performed by it pursuant to such direction. 23 SECTION 5.04. NO DUTIES EXCEPT AS SPECIFIED IN TRANSACTION DOCUMENTS. The Delaware Trustee shall have no duty or obligation to manage, control, use, make any payment in respect of, register, record, sell, dispose of or otherwise deal with any of the Trust Estate, or otherwise to take or refrain from taking any action as Delaware Trustee or on behalf of the Trust whatsoever under or in connection with this Trust Agreement or the Transaction Documents except as (i) expressly provided by the terms hereof or (ii) to the extent not so provided, as expressly provided in written instructions received pursuant to Section 5.01 or 5.02 hereof; and no implied duties or obligations shall be read into this Trust Agreement or any other Transaction Document against the Delaware Trustee. The Delaware Trustee shall not in any instance have any duty to inspect any of the Trust Estate or any records pertaining thereto. SECTION 5.05. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR INSTRUCTIONS. The Delaware Trustee shall have no authority to manage, control, use, make any payment in respect of, register, record, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) as required by the terms of this Trust Agreement, (ii) in accordance with the powers granted to or the authority conferred upon the Delaware Trustee pursuant to this Trust Agreement, or (iii) in accordance with the express terms hereof or written instructions received pursuant to Section 5.01 or 5.02 hereof. SECTION 5.06. ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY. The Delaware Trustee shall not follow any direction of the Certificateholders to take any Bankruptcy Action. The consent of the Delaware Trustee shall be required prior to the commencement by the Trust of any Bankruptcy Action. To the fullest extent permitted by applicable law, the Delaware Trustee shall not be required to consent to the commencement by the Trust of any Bankruptcy Action unless it has received a certificate signed by a nationally recognized accounting firm (the "Accountant's Certificate") certifying that such accounting firm reasonably believes that the Trust is insolvent. The Delaware Trustee may conclusively rely upon the Accountant's Certificate. SECTION 5.07. DISCHARGE OF LIENS. Notwithstanding anything in this Trust Agreement to the contrary, the Delaware Trustee agrees that it will, at its own cost and expense (and not at the expense of the Trust), promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate which are attributable to actions by or claims against the Trust Company that are not related to the ownership of the Trust Estate or the administration of the Trust Estate or the transactions contemplated by this Trust Agreement. 24 ARTICLE VI DELAWARE TRUSTEE SECTION 6.01. ACCEPTANCE OF TRUSTS AND DUTIES. The Trust Company accepts the trusts hereby created and agrees to perform the same but only upon the terms of this Trust Agreement. The Delaware Trustee is authorized and directed to execute and deliver the Transaction Documents to which the Trust is to be party and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Trust is to be a party, as evidenced conclusively by the Delaware Trustee's execution thereof. In addition to the foregoing, the Delaware Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Transaction Documents. Subject to Sections 2.09 and 5.06 hereof, the Delaware Trustee is further authorized from time to time to take such action as the Required Certificateholders or the Administrator instruct in writing with respect to the Transaction Documents. The Delaware Trustee declares that it shall hold the Trust Estate, and all amounts received by it thereunder and hereunder in trust, upon the terms herein set forth, on behalf of the Trust for the use and benefit of all present and future Certificateholders. The Delaware Trustee also agrees to receive and disburse all money actually received by it constituting part of the Trust Estate upon the terms hereof. Notwithstanding anything in this Trust Agreement to the contrary, the Trust Company shall not be liable, answerable or accountable in its individual capacity to any Person under any circumstances, except that such limitation shall not limit the liability, if any, of the Trust Company to the Certificateholders (i) for the Trust Company's own willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of its offices hereunder or the willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of its offices hereunder performed through its agent not appointed with due care, (ii) in the case of the inaccuracy of any of the Trust Company's representations or warranties contained in Section 6.03 hereof, (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by it for acting as Delaware Trustee in connection with any of the transactions contemplated by this Trust Agreement or any other agreement contemplated by this Trust Agreement, or (iv) the failure to use ordinary care to disburse in accordance with the terms hereof money actually received by it; provided that in no event shall the Trust Company be responsible or liable for any special, consequential or punitive damages with respect to any matter whatsoever arising out of this Trust Agreement. Subject to the foregoing, in particular, but not by way of limitation: (a) the Trust Company shall not be liable for any error of judgment made in good faith by any officer acting or refusing to act on behalf of the Delaware Trustee; (b) under no circumstances shall the Trust Company be personally liable hereunder for any indebtedness of the Trust; (c) the Trust Company shall not be personally liable for the payment of any tax imposed on the Trust or amounts that are includable in the federal gross income of the Certificateholders; 25 (d) no provision of this Trust Agreement shall require the Trust Company to expend or risk funds or otherwise incur any financial liability in the performance of any of the Delaware Trustee's duties or powers hereunder, if the Trust Company believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction; (e) under no circumstance shall the Trust Company be liable for any representation, warranty, covenant, or obligation or indebtedness of the Trust hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing; (f) the Trust Company shall not be liable with respect to any action taken or omitted to be taken by the Administrator and the Trust Company shall not be liable for performing or supervising the performance of any obligations or duties under this Trust Agreement, the Administration Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator or any other Person under such documents; (g) the Trust Company shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Trust Agreement, or for the due execution hereof by the Depositor or the Administrator or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Indenture or any other document contemplated thereby to which the Trust Company is not a party, and the Trust Company shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Certificateholders, or the Administrator other than is expressly provided for herein; (h) notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, neither the Trust Company nor the Delaware Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trust Company; or (iii) subject the Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trust Company or the Delaware Trustee, as the case may be, contemplated hereby; (i) no provision of this Trust Agreement shall require the Trust Company to monitor or otherwise supervise the actions or inactions of or the performance by the Administrator or any sub-administrators; (j) the Delaware Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Transaction Documents to the extent the Administrator or any other administrator has agreed in the Administration Agreement or the related administration agreement, as applicable, to perform any act or to discharge any duty of the Delaware Trustee hereunder or under any other Transaction Document, and the Delaware Trustee shall not be held liable for the default or failure of the Administrator or any other administrator to carry out its obligations under the Administration Agreement or related administration agreement, as applicable; 26 (k) the Delaware Trustee shall have no obligation to administer, service or collect the Financed Eligible Loans or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Financed Eligible Loans; (l) notwithstanding anything contained herein to the contrary, any funds and assets held by the Delaware Trustee on behalf of the Trust hereunder may be maintained and accounted for in the record-keeping and asset custody systems utilized by the Trust Company on behalf of the Delaware Trustee; and (m) notwithstanding anything contained herein to the contrary or in any Transaction Document or other document, the Delaware Trustee shall not be required to execute, deliver or certify on behalf of the Delaware Trustee, the Trust or any other Person any filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002 and, notwithstanding any Person's right to instruct the Delaware Trustee, neither the Delaware Trustee nor any agent, employee, director or officer of the Delaware Trustee shall have any obligation to execute any certificates or other documents required by the Securities and Exchange Commission or required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under any Transaction Document. SECTION 6.02. FURNISHING OF DOCUMENTS. The Delaware Trustee will furnish to the Certificateholders, promptly upon receipt, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other writings furnished to the Delaware Trustee. The Delaware Trustee shall have no duty or obligation to examine or review such items received by it. SECTION 6.03. NO REPRESENTATIONS OR WARRANTIES AS TO TRUST ESTATE. Neither the Trust Company nor the Delaware Trustee makes (i) any representation or warranty as to the title, value or merchantability of the Trust Estate or any other representation or warranty, express or implied, with respect to the Trust Estate whatsoever, and (ii) any representation or warranty as to the validity or enforceability of the Transaction Documents or any other agreement contemplated by any of the foregoing, or as to the correctness of any statement contained in any thereof, except that the Trust Company represents and warrants to the Certificateholders and the Administrator that this Trust Agreement and, assuming that this Trust Agreement has been duly authorized, executed and delivered by the Depositor, each of the Transaction Documents and each other document which contemplates execution thereof by the Delaware Trustee on behalf of the Trust has been or will be executed and delivered by its officers who are or will be duly authorized to execute and deliver such document on its behalf, and that under Delaware law (excluding Delaware securities laws), this Trust Agreement constitutes the legal, valid and binding obligation of the Trust Company, enforceable against the Trust Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. 27 SECTION 6.04. NO SEGREGATION OF MONEYS; NO INTEREST. Except to the extent required by applicable law and Section 2.09 hereof or as otherwise provided herein or in written instructions from the Required Certificateholders, moneys received by the Delaware Trustee hereunder need not be segregated in any manner, and may be deposited under such general conditions as may be prescribed by law, and neither the Trust Company nor the Delaware Trustee shall be liable for any interest thereon. SECTION 6.05. RELIANCE; ADVICE OF COUNSEL. The Delaware Trustee shall not incur any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate of the relevant person as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered or omitted by it in good faith in reliance thereon. In the administration of the trusts created hereby, the Delaware Trustee may execute any of the trusts or powers hereof and perform any of its powers and duties, including, if applicable, the holding of title to all or any part of the Trust Estate, hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and employed by it, and the Delaware Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due care. SECTION 6.06. NOT ACTING IN INDIVIDUAL CAPACITY. Except as otherwise provided in this Article, in accepting the trusts hereby created, the Trust Company acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the transactions contemplated hereby and by the Indenture shall look only to the Trust Estate (or a part thereof, as the case may be) for payment or satisfaction thereof, but subject to the lien created by Indenture. SECTION 6.07. BOOKS AND RECORDS. The Delaware Trustee shall be responsible for the keeping of all customary and appropriate books and records relating to the receipt and disbursement of all money which it may receive hereunder or under any agreement contemplated hereby. SECTION 6.08. TAX RETURNS. The Delaware Trustee is hereby advised that the Certificateholders intend that as long as the Trust has a single Certificateholder, the entity created under this Trust Agreement shall be treated for purposes of federal income tax, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, as a disregarded entity separate from its owner. However, if there is 28 more than one Certificateholder, the parties hereto intend that the entity created under this Trust Agreement shall be treated as a partnership for federal income tax purposes. The Trust shall, at the expense of the Certificateholders pro rata based on their respective Percentage Interests, cause a firm of independent public accountants selected by the Administrator to prepare any tax returns or other forms certified by such accounting firm to be all, to the best of such accounting firm's knowledge, of the tax returns or forms required to be filed by the Trust; the Delaware Trustee shall cooperate with such accounting firm in providing any information in its possession which is necessary or advisable in the preparation of such tax returns and shall execute such tax returns presented to it in execution form in a timely manner to enable the Certificateholders to timely file such tax returns. The Delaware Trustee in its capacity as Delaware Trustee shall sign all appropriate federal returns presented to it in execution form; provided, however, that the Trust shall send a copy of any such return and related information to any requesting Certificateholder at such times as such Certificateholder may request. In no event shall the Delaware Trustee be liable for any liabilities, costs or expenses of the Trust, the Administrator, or the Certificateholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Delaware Trustee, as the case may be, in breach of its obligations under this Trust Agreement. The Delaware Trustee shall keep copies of all returns delivered to it or filed by it. Any reports, returns, records, filings or books, other than those customary books and records or any report or return specifically referenced in this Section or Section 6.07 hereof, shall be the sole responsibility and obligation of the Administrator and the Certificateholders, and the Delaware Trustee shall have no obligation or responsibility with respect thereto. ARTICLE VII ASSUMPTION OF LIABILITY AND PAYMENT FOR DELAWARE TRUSTEE SECTION 7.01. COMPENSATION AND EXPENSES. The Delaware Trustee shall receive from the Trust as compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for its services hereunder such fees as may heretofore and from time to time hereafter be agreed upon in a separate fee agreement between the Depositor and the Delaware Trustee. The Delaware Trustee shall be entitled to be reimbursed from the Payments for its reasonable expenses hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, accountants, experts and counsel as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties under this Trust Agreement, the Transaction Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated and to be paid as additional reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for any extraordinary services rendered hereunder. Such compensation and reimbursement shall be paid first from the Collection Fund created pursuant to the Indenture to the extent and in the priority set forth in the Indenture and then from the Payments as set forth in Section 4.01(b) hereof. 29 SECTION 7.02. INDEMNIFICATION BY TRUST. The Trust agrees, to the fullest extent permitted by applicable law, to assume liability for, and hereby indemnifies and holds harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Trust shall not be required so to assume liability for, or to indemnify any of the foregoing Persons with respect to, any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, costs, expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereof. SECTION 7.03. CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent the following amounts required to be paid hereunder to the Delaware Trustee are not paid pursuant to Sections 4.01(b) or 7.02 hereof and to the fullest extent permitted by applicable law, the Certificateholders, pro rata based on their respective Percentage Interests, shall pay or cause to be paid (or reimburse the Delaware Trustee for) (a) all reasonable fees and expenses of the Delaware Trustee hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, accountants, experts and counsel as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties under this Trust Agreement, the Transaction Documents or any other agreement contemplated by any of the foregoing, whether or not the transactions contemplated hereby and thereby are consummated and (b) all amounts required to be paid by Section 7.02 hereof and not paid by the Trust. The liabilities and indemnities contained in this Section are for the benefit of the Trust Company, in its individual capacity and its officers, directors and employees and shall not be construed as imposing any liabilities on any Certificateholder or any affiliate thereof for any expense or liability of the Trust to third parties. Neither the Certificateholders nor the Administrator shall have liabilities for the expenses and liabilities of the Trust (except as otherwise expressly provided in this Trust Agreement with respect to the Trust Company, in its individual capacity) and all such expenses and liabilities are special limited obligations of the Trust payable solely from the Trust Estate. 30 ARTICLE VIII TERMINATION OF INDENTURE SECTION 8.01. TERMINATION IN GENERAL. After the termination of the Indenture in accordance with its terms, the Trust shall dissolve, wind-up and pay or make reasonable provisions for the payment of its liabilities in accordance with Section 3808(e) of the Trust Statute prior to the final distribution by the Delaware Trustee of all monies or other property or proceeds of the Trust Estate in accordance with the terms of this Trust Agreement. The bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of any Certificateholder shall not (a) operate to terminate this Trust Agreement or the Trust, (b) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for partition or winding up of all or any part of the Trust or the Trust Estate or (c) otherwise affect the rights, obligations and liabilities of the parties hereto. Subject to Section 8.02 hereof, none of the Certificateholders shall be entitled to revoke or terminate the Trust. SECTION 8.02. TERMINATION AT OPTION OF CERTIFICATEHOLDERS. Notwithstanding Section 8.01 hereof but subject to Section 8.03 hereof, the Trust shall wind-up and dissolve, and the remaining assets of the Trust shall be distributed to the Certificateholders pro rata in accordance with their respective Percentage Interests and the Trust Statute, and this Trust Agreement shall be of no further force and effect, upon the election of all of the Certificateholders by written notice to the Delaware Trustee, if such notice shall be accompanied by the written agreement (in form and substance satisfactory to the Delaware Trustee) of all of the Certificateholders assuming all the obligations of the Trust and the Delaware Trustee and releasing the Delaware Trustee therefrom; provided, however, that until the termination of the Indenture in accordance with its terms and full and final payment of all Obligations outstanding thereunder occurs, the Certificateholders may not so terminate this Trust Agreement or the Trust. SECTION 8.03. TERMINATION. Upon the completion of winding up of the Trust, including payment of or making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808(e) of the Trust Statute, the Delaware Trustee shall, at the expense of the Trust, file a certificate of cancellation with the Delaware Secretary of State in accordance with Section 3810 of the Trust Statute, at which time the Trust and this Trust Agreement (other than Article VII hereof) shall terminate. The Administrator shall act as the liquidator of the Trust and shall be responsible for directing the Delaware Trustee to take all required actions in connection with winding up the Trust. ARTICLE IX SUCCESSOR DELAWARE TRUSTEES, CO-DELAWARE TRUSTEES AND SEPARATE DELAWARE TRUSTEES SECTION 9.01. RESIGNATION AND SUCCESSORS. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. 31 If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Moody's (so long as Moody's provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above. 32 SECTION 9.02. CO-DELAWARE TRUSTEES AND SEPARATE DELAWARE TRUSTEES. Whenever the Delaware Trustee or the Required Certificateholders shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or bring any suit with respect to the Trust Estate or the Indenture, or the Delaware Trustee or the Required Certificateholders shall be advised by counsel satisfactory to it or them that it is so necessary or prudent, the Delaware Trustee and the Required Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more persons (and the Delaware Trustee may appoint one or more of its officers) either as co-trustee or co-trustees jointly with the Delaware Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Delaware Trustee and the Required Certificateholders and, until the termination of the Indenture in accordance with its terms as are reasonably satisfactory to the Indenture Trustee. In case any co-trustee or separate trustee shall dissolve, die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by applicable law, vest in and be exercised by the Delaware Trustee, without the appointment of a successor to such co-trustee or separate trustee. SECTION 9.03. CHANGES IN IDENTITY OF A DELAWARE TRUSTEE. Upon the change of identity of a Delaware Trustee or the addition or deletion of a Delaware Trustee, whose identity is required to be disclosed under applicable law, the Delaware Trustee or Delaware Trustees shall cause such filings to be made in Delaware as required by the Trust Statute, and, at the written direction of the Certificateholders, shall cause such filings to be made, if any, as may be required in accordance with the provisions of other applicable law, indicating the change with respect to such Delaware Trustee's identity or such addition or deletion of a Delaware Trustee. ARTICLE X MISCELLANEOUS SECTION 10.01. AMENDMENT. (a) Subject to Section 2.09(b)(ii) hereof, this Trust Agreement may be amended by an instrument in writing that specifically refers to this Trust Agreement signed by the Delaware Trustee and the Required Certificateholders to (i) cure any ambiguity or correct any provision of the Trust Agreement or (ii) with the consent of each Certificateholder the interests of which in its Certificates or the Trust would be adversely affected in any material respect thereby, supplement, add, eliminate, or change in any manner one or more provisions of this Trust Agreement or modify in any manner the rights of the Certificateholders; provided, however, that such action, as evidenced by an Opinion of Counsel, shall not adversely affect in any material respect the interests of the Indenture Trustee, or the Registered Owners taken as a whole, except that no such Opinion of Counsel will be required if each rating agency then rating any of the Notes provides prior written confirmation that the proposed amendment will not result in the 33 withdrawal, downgrade or qualification of the then current ratings of the Notes; provided further, if in the opinion of the Delaware Trustee any amendment adversely affects any right, duty or liability of, or immunity or indemnity in favor of, it or the Trust Company under this Trust Agreement, the Transaction Documents or any of the documents contemplated hereby or thereby to which it or the Trust is a party, or would cause or result in any conflict with or breach of or default under any terms, conditions or provisions of its charter documents or bylaws or any document contemplated hereby or thereby to which it is a party, the Delaware Trustee may in its sole discretion decline to enter into such amendment. (b) Promptly after the execution of any such amendment or consent, the Trust shall furnish written notification of the substance of such amendment or consent to each Rating Agency (as defined in the Indenture) then rating any of the Notes and the Certificateholders. (c) It shall not be necessary for the consent of the Certificateholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Trust Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Delaware Trustee may prescribe. (d) Nothing contained in this Section shall be construed as a delegation by a Certificateholder to the Delaware Trustee of the right of the Certificateholder to consent to any amendment, waiver, modification or supplement to the provisions of this Trust Agreement. (e) Prior to its execution of any amendment to this Trust Agreement, the Delaware Trustee shall be entitled to receive an Opinion of Counsel that such amendment is permitted by the Transaction Documents and that all conditions precedent have been met. (f) Any failure by a party hereto to exercise or any delay in exercising any of its rights under this Trust Agreement shall not operate as a waiver of that or any other such right. SECTION 10.02. NO INTEREST IN TRUST ESTATE. To the fullest extent permitted by Delaware law, including, without limitation, Sections 3805(a) and 3809 of the Trust Statute, and notwithstanding anything to the contrary in this Trust Agreement, no Certificateholder shall have a direct ownership interest in the Trust Estate. Pursuant to Section 3805(c) of the Trust Statute, a Certificateholder's interest in the Trust is personal property notwithstanding the nature of the property comprising the Trust Estate and no Certificateholder has an interest in specific property comprising the Trust Estate. No transfer, by operation of law or otherwise, of any right, title or interest of a Certificateholder in the Trust or under the Trust Statute shall operate to terminate this Trust Agreement, the Trust or the trusts created hereunder or entitle any successor or transferee to an accounting or to the transfer to it of title to all or any part of the Trust Estate. The performance by the Administrator or a Certificateholder of any obligation of the Delaware Trustee or the Trust hereunder or of the Trust under the Indenture or any other document contemplated hereby or thereby shall not be construed as a revocation of the trusts created hereby. The Certificateholders shall not have any liability for the performance of this Trust Agreement except as expressly set forth herein. 34 SECTION 10.03. SALE OF THE TRUST ESTATE BY DELAWARE TRUSTEE IS BINDING. Any sale or other conveyance of the Trust Estate or any part thereof by the Delaware Trustee made pursuant to the terms of this Trust Agreement or the Indenture shall bind the Certificateholders and shall be effective to transfer or convey all right, title and interest of the Trust, the Delaware Trustee and the Certificateholders in and to the Trust Estate or such part thereof. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Delaware Trustee. SECTION 10.04. LIMITATIONS ON RIGHTS OF OTHERS. Except as permitted under Section 10.09 hereof, nothing in this Trust Agreement, whether express or implied, shall be construed to give to any person other than the Trust Company, the Delaware Trustee, the Depositor, the Certificateholders and the Indenture Trustee any legal or equitable right, remedy or claim under the Trust or in respect of this Trust Agreement, any covenants, conditions or provisions contained herein. SECTION 10.05. NOTICES, ETC. All notices, requests, demands, consents and other communications ("Notices") required or contemplated by the provisions hereof shall refer on their face to this Trust Agreement (although failure to do so shall not make such Notice ineffective), shall, unless otherwise stated herein, be in writing and sent by telecopy, telegram, electronic transmission, mail (by certified or registered mail, return receipt requested) or by reputable overnight courier to the following addresses: if to the Delaware Trustee: M&T Trust Company of Delaware 1220 North Market Street, Suite 202 Mail Code: MD1-WD22 Wilmington, DE 19801 Attention: Rita Marie Ritrovato Phone: (302) 255-4966 FAX: (302) 661-2266 E-mail: rritrovato@mtb.com if to the Depositor: Nelnet Student Loan Funding, LLC 121 South 13th Street, Suite 201 Lincoln, NE 68508 Attention: Carol Aversman Phone: (402) 458-2305 FAX: (402) 458-2399 if to the Indenture Trustee: To such Person and at such address as may be specified in the Indenture. 35 or at such other address as shall be designated in written notice to the Delaware Trustee by the Persons entitled to receive notices pursuant to this Trust Agreement. All such notices shall be effective when received. SECTION 10.06. SEVERABILITY. Any provision of this Trust Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10.07. SEPARATE COUNTERPARTS. This Trust Agreement 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 10.08. ENTIRE AGREEMENT. Each party hereto agrees that this Trust Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. SECTION 10.09. SUCCESSORS AND ASSIGNS. All covenants and agreements contained herein shall be binding upon and inure to the benefit of the Delaware Trustee, the Certificateholders, the Administrator and the Indenture Trustee and their respective successors and assigns, all as herein provided. Any request, notice, direction, consent, waiver or other writing or action by a Certificateholder shall bind its successors and assigns. SECTION 10.10. GOVERNING LAW. This Trust Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Delaware (without regard to conflict of law provisions) applicable to contracts to be performed entirely within such state, including all matters of construction, validity and performance. SECTION 10.11. NO LIABILITY OF CERTIFICATEHOLDERS. Except as provided in Sections 3.04(b), 5.03, 6.08 and 7.03 hereof, neither the Certificateholders nor the Administrator shall be liable for any losses, claims, damages, liabilities and expenses of the Trust. SECTION 10.12. ACTIONS BY THE CERTIFICATEHOLDERS. Any actions required to be taken by the Certificateholders shall, unless otherwise specified herein, be taken with the consent of the Required Certificateholders. SECTION 10.13. FORCE MAJEURE. The Delaware Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control; provided however, the Delaware Trustee shall take reasonably appropriate measures to prevent any such acts from causing delays or failures in performance under this Trust Agreement. Such acts shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, government regulations adopted after the date of this Trust Agreement, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters of a similar nature. [SIGNATURE PAGE TO FOLLOW] 36 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers as of the day and year first above written. NELNET STUDENT LOAN FUNDING, LLC, as Depositor By: NELNET STUDENT LOAN FUNDING MANAGEMENT CORPORATION, as Manager and Special Member By /s/ Hannah Smitterberg ------------------------------------------- Hannah Smitterberg, Assistant Vice President M&T TRUST COMPANY OF DELAWARE, in its individual capacity and in its capacity as Delaware Trustee By /s/ Rita Marie Ritrovato -------------------------------------------- Name: Rita Marie Ritrovato ---------------------------------------- Title: Assistant Vice President --------------------------------------- [Signature Page to Trust Agreement] EXHIBIT A CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS DEPOSITOR PERCENTAGE INTEREST --------- ------------------- Nelnet Student Loan Funding, LLC 100% (Aggregate principal amount of Trust Estate) TOTAL 100% EXHIBIT B FORM OF TRUST PAYMENT DATE STATEMENT For the Payment Date dated __________ __, _____ Nelnet Student Loan Trust 2008-2 (1) Amount received from the Indenture Trustee under the Indenture on the Payment Date: $ --------- (2) Amount, if any, deducted pursuant to Section 4.01 of the Trust Agreement: $ --------- (a) Trust Company and Delaware Trustee fees and expenses: $ ---------- (b) Administrator fees and expenses: $ ---------- Total $ --------- (3) Total amount to be remitted to Certificateholders (Item (1) minus Item (2)): $ --------- EXHIBIT C FORM OF CERTIFICATE THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR ANY INTEREST IN THE ADMINISTRATOR OR M&T TRUST COMPANY OF DELAWARE. Certificate No. __________ Percentage Interest evidenced by this Certificate: ___% CERTIFICATE Issued by Nelnet Student Loan Trust 2008-2 This Certificate (the "Certificate") is not guaranteed or insured by any governmental agency or instrumentality and does not represent deposits or obligations of or any interest in the Administrator or M&T Trust Company of Delaware. This Certificate certifies that _______________ is the registered owner (the "Certificateholder") of the Percentage Interest evidenced by this Certificate specified above in the Nelnet Student Loan Trust 2008-2 (the "Trust"). The Trust was created pursuant to a Trust Agreement, dated as of March 18, 2008 (the "Trust Agreement"), between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and Depositor (the "Depositor"), and M&T Trust Company of Delaware, as Delaware trustee (the "Delaware Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder by virtue of the acceptance hereof assents and by which such Certificateholder is bound. This Certificate has not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not be listed on any exchange. In addition to other restrictions on transfer set forth in the Trust Agreement, no transfer of this Certificate shall be made to a Person or entity unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trust, the Delaware Trustee, the Administrator and the transferring Certificateholder in writing the facts surrounding the transfer in substantially the forms required by the Trust Agreement. Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter with respect to a Rule 144A transaction, there shall also be delivered to the Trust an Opinion of Counsel (unless such transfer is made to an affiliate of the transferor) to the effect that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Trust, the Delaware Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Administrator. The Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trust, the Delaware Trustee and the Administrator against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. No transfer, sale, pledge or other disposition of this Certificate shall be made unless prior to such transfer, sale, pledge or other disposition, the Trust shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Delaware Trustee, to the effect that such a transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a person acting on behalf of any such plan, or (ii) in the case of any Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trust, the Delaware Trustee and the Administrator to the effect that the purchase or holding of such Certificate will not result in the Trust or the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trust, the Delaware Trustee, the Administrator or the transferring Certificateholder to any obligation in addition to those undertaken in the Trust Agreement. Notwithstanding anything else to the contrary herein, in the event any purported transfer of a Certificate is made without delivery of the representation letter referred to above, such representation shall be deemed to have been made by the transferee by its acceptance of such Certificate. In addition, any purported transfer of a Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the delivery to the Trust, the Delaware Trustee and the Administrator of an Opinion of Counsel as described above shall be void and of no effect. This Certificate is one of a duly authorized issue of Certificates representing a beneficial undivided ownership interest in the Trust created by the Trust Agreement. This Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose unless manually countersigned by an Authorized Officer of the Delaware Trustee. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Estate for payment hereunder and that neither the Delaware Trustee nor the Administrator is liable to the Certificateholders for any amount distributable under this Certificate or the Trust Agreement, except as expressly provided in the Trust Agreement. C-2 This Certificate does not purport to summarize the Trust Agreement and reference is made to the Trust Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Delaware Trustee and the Administrator. Pursuant to the terms of the Trust Agreement, a distribution on all Certificates issued by the Trust will be made as provided in the Trust Agreement to the Persons in whose name such Certificates are then registered. Such distribution will be made pro rata to the holders based on their respective Percentage Interests. Distributions on this Certificate shall be made by wire transfer to the Certificateholder entitled thereto as its name appears on the Register. The final distribution on the Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trust specified in the notice to Certificateholders of such final distribution. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the office maintained by the Trust accompanied by a written instrument of transfer in form satisfactory to the Trust duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations and evidencing the same aggregate ownership in the Certificates are issuable only as registered Certificates without coupons in denominations specified in the Trust Agreement. As provided in the Trust Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Certificateholder surrendering the same. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to the Trust Agreement, a Register in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Prior to due presentation of a Certificate for registration of transfer, the Trust, the Delaware Trustee, the Administrator and the Registrar may treat the Person in whose name any Certificate is registered in the Register as the owner of such Certificate for the purpose of receiving distributions pursuant to the Trust Agreement and for all other purposes whatsoever, and none of the Trust, the Delaware Trustee, the Administrator and the Registrar shall be bound by any notice to the contrary. THE TRUST AGREEMENT CONSTITUTES THE CONTRACT GOVERNING THE RIGHTS AND OBLIGATIONS OF THE CERTIFICATEHOLDERS. THIS CERTIFICATE IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECT TO THE TERMS OF THE TRUST AGREEMENT, WHICH SUPERCEDES ANY INCONSISTENT STATEMENTS IN THIS CERTIFICATE. C-3 IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed. Dated: __________, _____ NELNET STUDENT LOAN TRUST 2008-2 By: M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely in its capacity as Delaware Trustee of the Nelnet Student Loan Trust 2008-2: By ----------------------------------------- Name: -------------------------------------- Title: ------------------------------------- This is one of the Certificates referenced in the within-mentioned Trust Agreement: By ------------------------------------------ Authorized Signatory of M&T Trust Company of Delaware, not in its individual capacity but solely in its capacity as Delaware Trustee of the Nelnet Student Loan Trust 2008-2 c-4 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Register of the Trust. I (We) further direct the Delaware Trustee to issue a new Certificate of a like denomination, to the above named assignee and deliver such Certificate to the following address: Dated: __________ _____________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________________________________________________ ________________________________________________________________________________ for the account of _____________________________________________________________ account number __________. Applicable statements should be mailed to ________________________________________________________________________________ ________________________________________________________________________________ This information is provided by ____________________, the assignee named above, or ____________________, as its agent. C-5 EXHIBIT D FORM OF TRANSFEROR LETTER [DATE] [Name and Address of Addressees] Re: Nelnet Student Loan Trust 2008-2 formed pursuant to the Trust Agreement, dated as of March 18, 2008, between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and Depositor, and M&T Trust Company of Delaware, as Delaware Trustee (the "Trust Agreement") ransferor Certificates Number[s]: ___ ransferee Certificates Number[s]: ___ Ladies and Gentlemen: In connection with our disposition of Certificates issued by the above-referenced Trust, we certify that (a) we understand that such Certificates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Securities Act, (b) the disposition of the Certificates is subject to restrictions and requirements set forth in the Trust Agreement, and (c) we have not transferred, pledged, offered, sold or otherwise disposed of any Certificate or any interest in any Certificate to, or solicited offers to buy or accept a transfer, pledge or other disposition of any Certificate or any interest in any Certificate from, any person, or otherwise approved or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Securities Act. Very truly yours, [NAME OF TRANSFEROR] By ------------------------------------- Authorized Officer EXHIBIT E FORM OF INVESTMENT LETTER [DATE] [Name and Address of Addressees] Re: Nelnet Student Loan Trust 2008-2 formed pursuant to the Trust Agreement, dated as of March 18, 2008, between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and Depositor, and M&T Trust Company of Delaware, as Delaware Trustee (the "Trust Agreement") Transferor Certificates Number[s]: ___ Transferee Certificates Number[s]: ___ Ladies and Gentlemen: In connection with our acquisition of Certificates issued by the above-referenced Trust, we certify that (a) we understand that the Certificates are not being, and have not been, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being, and are required to be, transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Securities Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates and based upon our present and projected net income and net worth, we believe that we can bear the economic risk of an immediate or future loss of our entire investment in the Certificates, (c) we have had the opportunity to ask questions of and have received answers from the Trust, the Delaware Trustee, the Administrator and the transferring Certificateholder concerning the Trust and the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (h) below), (e) we have not transferred, pledged, offered, sold or otherwise disposed of any Certificate or any interest in any Certificate to, or solicited offers to buy or accept a transfer, pledge or other disposition of any Certificate or any interest in any Certificate from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Securities Act, nor have we authorized or will authorize any person to act in such manner with respect to any Certificate or any interest in any Certificate, (f) we are not prohibited from purchasing the Certificates pursuant to the Trust Agreement, (g) we have reviewed and are familiar with the form of the Certificates, including, without limitation, the legends thereon, and (h) we will not sell, transfer or otherwise dispose of any Certificates unless (i) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration requirements, (ii) we have provided at our expense such opinions of counsel (A) requested by the Delaware Trustee as are satisfactory to the Delaware Trustee or (B) as are required by the Trust Agreement, (ii) the purchaser or transferee of such Certificate has executed and delivered to you a Letter to substantially the same effect as this Letter, and (iii) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Trust Agreement. Capitalized terms used in this Investment Letter, and not defined herein shall have the meanings set forth in the Trust Agreement. Very truly yours, [NAME OF TRANSFEREE] By --------------------------------------- Authorized Officer E-2 EXHIBIT F FORM OF RULE 144A LETTER [DATE] [Name and Address of Addressees] Re: Nelnet Student Loan Trust 2008-2 formed pursuant to the Trust Agreement, dated as of March 18, 2008, between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and Depositor, and M&T Trust Company of Delaware, as Delaware Trustee (the "Trust Agreement") Transferor Certificates Number[s]: ___ Transferee Certificates Number[s]: ___ Ladies and Gentlemen: In connection with our disposition of Certificates issued by the above referenced Trust, we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from the Delaware Trustee, the Administrator and the transferring Certificateholder concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (c) we are not prohibited from acquiring the Certificates pursuant to the Trust Agreement, (d) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates or any interest in the Certificates to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates or any interest in the Certificates from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (e) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to a registration, or another exemption from registration, under the Securities Act and in compliance with the requirements and restrictions set forth in the Trust Agreement. Very truly yours, [NAME OF TRANSFEREE] By ----------------------------------- Authorized Officer F-2 ANNEX 1 TO EXHIBIT F QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Letter to which this certification relates with respect to the Certificates described therein: i. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. ii. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $__________(1) in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. CORPORATION, ETC. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar statutory trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. BANK. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, A COPY OF WHICH IS ATTACHED HERETO. SAVINGS AND LOAN. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, A COPY OF WHICH IS ATTACHED HERETO. BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. - ------------------ (1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities. INSURANCE COMPANY. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia. STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ERISA PLAN. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (provided the opinion required by the Trust Agreement has been delivered to the Trust, the Delaware Trustee and the Administrator). INVESTMENT ADVISOR. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940. SMALL BUSINESS INVESTMENT COMPANY. Buyer is a small business investment company licensed by the U. S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. BUSINESS DEVELOPMENT COMPANY. Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. iii. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps. iv. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) above in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended. F-1-2 v. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. vi. Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available. Print Name of Buyer By: ----------------------------------- Name: Title: Date: F-1-3 ANNEX 2 TO EXHIBIT F QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That are Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Letter to which this certification relates with respect to the Certificates described therein: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the adviser to such Family of Investment Companies. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used, except (I) where the Buyer or the Buyer's Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (II) no current information with respect to the cost of those securities has been published. If clause (II) in the preceding sentence applies, the securities may be valued at market. The Buyer owned $_______ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). The Buyer is part of a Family of Investment Companies which owned in the aggregate $_______ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "SECURITIES" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 5. The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. 6. Until the date of purchase of the Certificates, the undersigned will notify the parties listed in the Rule 144A Transferee Letter which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. Print Name of Buyer or Adviser By: -------------------------------------- Name: Title: IF AN ADVISER: ------------------------------------------ Print Name of Buyer Date: -------------------------- F-2-2 EX-99.1 5 ex99-1.txt LOAN PURCHASE AGREEMENT Exhibit 99.1 LOAN PURCHASE AGREEMENT This Loan Purchase Agreement made and entered into as of this 1st day of April, 2008 by and between Nelnet Student Loan Trust 2008-2, a Delaware statutory trust (the "Purchaser") acting by and through Zions First National Bank, not individually but as eligible lender trustee (the "Trustee") under the Eligible Lender Trust Agreement (as defined herein), and Nelnet Student Loan Funding, LLC, a limited liability company organized and existing under the laws of the State of Delaware and having its principal offices at 121 South 13th Street, Suite 201, in the city of Lincoln, County of Lancaster, State of Nebraska, acting by and through Zions First National Bank, not individually, but as eligible lender trustee (the "Seller"). W I T N E S S E T H: WHEREAS, the Purchaser, by and through the Trustee, desires to purchase from the Seller certain FFELP Loans (as defined below) to assist students in obtaining a post-secondary education, title to which will be held by the Trustee pursuant to the Eligible Lender Trust Agreement, and the Seller desires to sell certain FFELP Loans to the Purchaser, title to which will be held by and through the Trustee, in accordance with the terms and conditions of this Loan Purchase Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: Section 1. DEFINITIONS. "BORROWER" means the student or parent obligor under a FFELP Loan. "CERTIFICATE OF INSURANCE" means a certificate of federal loan insurance issued with respect to a FFELP Loan by the Secretary of Education pursuant to the provisions of the Higher Education Act. "CONTRACT OF INSURANCE" means an agreement between the Secretary of Education and either the Trustee or the Seller providing for the insurance by the Secretary of Education of the principal of and accrued interest on a FFELP Loan to the maximum extent permitted under the Higher Education Act. "CONVEYED PROPERTY" has the meaning set forth in Section 13 hereof. "ELIGIBLE LENDER TRUST AGREEMENT" means the Eligible Lender Trust Agreement dated as of March 1, 2008, between the Trustee and the Purchaser, as the same may be amended, modified, supplemented, restated or otherwise altered. 1 "ELIGIBLE LOAN" means a FFELP Loan authorized to be acquired by the Purchaser by and through the Trustee which on the date sold hereunder (i) is either Insured or Guaranteed; (ii) if such FFELP Loan is a subsidized Stafford loan, qualifies the holder thereof to receive Interest Subsidy Payments and Special Allowance Payments; if such FFELP Loan is a consolidation loan authorized under Section 428C of the Higher Education Act, qualifies the holder thereof to receive Interest Subsidy Payments and Special Allowance Payments to the extent applicable; and if such FFELP Loan is a PLUS loan authorized under Section 428B of the Higher Education Act, a SLS loan authorized under Section 428A of the Higher Education Act, or an unsubsidized Stafford loan authorized under Section 428H of the Higher Education Act, such FFELP Loan qualifies the holder thereof to receive Special Allowance Payments; (iii) complies with each representation and warranty with respect thereto contained in Exhibit E attached hereto; and (iv) meets the other criteria set forth in the Loan Purchase Regulations and is eligible for purchase under the terms of the Financing Agreement. "FEDERAL CONTRACTS" means all agreements between a Guarantee Agency and the Secretary of Education providing for the payment by the Secretary of Education of amounts authorized to be paid pursuant to the Higher Education Act, including, but not limited to, reimbursement of amounts paid or payable upon defaulted FFELP Loans and other student loans insured or guaranteed by any Guarantee Agency and federal interest subsidy payments and Special Allowance Payments, if applicable, to holders of qualifying student loans guaranteed by any Guarantee Agency. "FFELP LOANS" means those specific loans acquired by the Trustee, on behalf of the Purchaser, from the Seller pursuant to this Loan Purchase Agreement, inclusive of the promissory notes evidencing such loans and the related documentation in connection with each thereof, which were originated pursuant to the Federal Family Education Loan Program and the Higher Education Act. "FINANCING AGREEMENT" means the Indenture of Trust, dated as of April 1, 2008, by and between the Purchaser and the Indenture Trustee, as the same may be amended, modified, supplemented, restated or otherwise altered, which is utilized to finance the Purchaser's purchase of the FFELP Loans under this Loan Purchase Agreement. "GUARANTEE" or "GUARANTEED" means, with respect to a FFELP Loan, the guarantee by the Guarantee Agency, in accordance with the terms and conditions of the Guarantee Agreement, of the principal of and accrued interest on the FFELP Loan to the maximum extent permitted under the Higher Education Act on FFELP Loans which have been originated, held and serviced in full compliance with the Higher Education Act, and the coverage of the FFELP Loan by the Federal Contracts providing, among other things, for reimbursement to the Guarantee Agency for losses incurred by it on defaulted FFELP Loans guaranteed by it to the extent of the maximum reimbursement allowed by the Federal Contracts. "GUARANTEE AGENCY" means a state agency or a private nonprofit institution or organization which administers a Guarantee Program within a State or any successors and assignees thereof administering the Guarantee Program which has entered into a Guarantee Agreement with the Trustee on behalf of the Purchaser. 2 "GUARANTEE AGREEMENT" means the Federal Contracts, an agreement between a Guarantee Agency and either the Trustee or the Seller providing for the Guarantee by such Guarantee Agency of the principal of and accrued interest on FFELP Loans to Borrowers, made or acquired by the Trustee or the Seller from time to time, and any other similar guarantee or agreement issued by a Guarantee Agency to the Purchaser or the Trustee pertaining to FFELP Loans. "GUARANTEED LOANS" means FFELP Loans that are Guaranteed. "GUARANTEE PROGRAM" means a Guarantee Agency's student loan guaranty program pursuant to which such Guarantee Agency guarantees or insures student loans. "HIGHER EDUCATION ACT" shall mean Title IV, Parts B, F and G, of the Higher Education Act of 1965, as amended or supplemented and in effect from time to time, or any successor enactment thereto, and all regulations promulgated thereunder and any directives issued by the Secretary of Education. "INDENTURE TRUSTEE" means Zions First National Bank acting in its capacity as indenture trustee under the Financing Agreement, and not in its individual capacity. "INSURANCE" or "INSURED" or "INSURING" means, with respect to a FFELP Loan, the insuring by the Secretary of Education (as evidenced by a Certificate of Insurance or other document or certification issued under the provisions of the Higher Education Act) under the Higher Education Act of the principal of and accrued interest on such FFELP Loan to the maximum extent permitted under the Higher Education Act for FFELP Loans originated, held and serviced in full compliance with the Higher Education Act. "INSURED LOANS" means FFELP Loans which are Insured. "INTEREST SUBSIDY PAYMENTS" means interest subsidy payments received from the Secretary of Education pursuant to Section 428 of the Higher Education Act or similar payments authorized by federal law or regulation. "LOAN PURCHASE AGREEMENT" means this Loan Purchase Agreement including all exhibits and schedules attached hereto, and any addenda, supplements or amendments hereto. "LOAN PURCHASE DATE" means the date as described in Section 2(b) hereof. "LOAN PURCHASE REGULATIONS" means the rules and regulations of the Purchaser, as may be adopted by the Purchaser from time to time (with the consent of any persons required under the terms of the Financing Agreement), which pertain to the Program, which shall incorporate all requirements specified in any indentures or other financing arrangements to which the Purchaser is subject. "LOAN TRANSFER SCHEDULE" means a written schedule on a form provided by the Purchaser or its servicing agent identifying the Borrower on the FFELP Loans purchased hereunder. 3 "MASTER NOTE" means a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act, as added by Pub. L. 105-244, ss. 427,112 Stat. 1702 (1998) as amended by Public Law No: 106-554 (enacted December 21, 2000) and as codified at 20 U.S.C. ss. 1082(m)(1). "MPN LOAN" means a FFELP Loan evidenced by a Master Note. "PROGRAM" means the Purchaser's FFELP Loan acquisition program under which the Purchaser, acting by and through the Trustee will acquire FFELP Loans to assist students in obtaining a post-secondary education. "PURCHASER" means Nelnet Student Loan Trust 2008-2, a Delaware statutory trust. "SECRETARY OF EDUCATION" means the Commissioner of Education and the Secretary of the United States Department of Education (who succeeded to the functions of the Commissioner of Education pursuant to the Department of Education Organization Act), or any officer, board, body, commission or agency succeeding to the functions thereof under the Higher Education Act. "SELLER" means Nelnet Student Loan Funding, LLC, a Delaware limited liability company, which is performing this Loan Purchase Agreement by and through its eligible lender trustee which is an "eligible lender" under the criteria established by the Higher Education Act that has received an eligible lender designation by the Secretary of Education with respect to Insured Loans or from a Guarantee Agency with respect to Guaranteed Loans, identified in the introduction to this Loan Purchase Agreement, which is selling FFELP Loans to the Purchaser hereunder. "SPECIAL ALLOWANCE PAYMENTS" means special allowance payments authorized to be made by the Secretary of Education pursuant to Section 438 of the Higher Education Act or similar allowances authorized from time to time by federal law or regulation. "TRUSTEE" means Zions First National Bank acting in its capacity as eligible lender trustee under the Eligible Lender Trust Agreement, and not in its individual capacity. "UCC" means the Uniform Commercial Code as from time to time enacted and in effect in an applicable jurisdiction. Section 2. PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans in the aggregate unpaid principal amount as set forth in the applicable Loan Transfer Addendum substantially in the form set forth in Exhibit A hereto and all other Conveyed Property related to such FFELP Loans. Portfolios of FFELP Loans and all other Conveyed Property related to such FFELP Loans may be purchased hereunder from the Seller by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute 4 and deliver a related Loan Transfer Addendum for each such purchase of a portfolio substantially in the form set forth in Exhibit A hereto, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Each such purchase of a portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each portfolio of such FFELP Loan and all other Conveyed Property related to such FFELP Loans pursuant to a Loan Transfer Addendum shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), and execution and delivery by the Seller of the blanket endorsement and bill of sale substantially in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of each FFELP Loans sold hereunder and that neither the Seller's interest in nor title to such FFELP Loans shall thereafter become or be deemed property of the Seller for any purpose under applicable state or federal law, unless and until such FFELP Loan is repurchased by the Seller pursuant to the terms of this Loan Purchase Agreement. (b) Delivery and payment for the FFELP Loans and all other Conveyed Property related to the FELP Loans sold hereunder shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall be the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee and all other Conveyed Property related to the FFELP Loans sold hereunder at a price agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. 5 (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all FFELP Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) The Seller hereby agrees that it will not consolidate any FFELP Loan that the Seller sold to the Purchaser pursuant to this Agreement which is a consolidation loan under Section 428C of the Higher Education Act. In the event that the Seller consolidates any such FFELP Loan, and the proceeds of the related consolidation loan are used to repay the principal and interest due on such FFELP Loan, the Seller shall pay to the Purchaser liquidated damages in an amount equal to the percentage of the premium paid by the Purchaser to the Seller in connection with the purchase of such FFELP Loan under this Agreement, which percentage is equal to the percentage that the then outstanding principal balance of such FFELP Loan is of the principal balance of such FFELP Loan on it Loan Purchase Date hereunder (the "Liquidated Damages Sum"). The parties hereto agree that (a) the Purchaser's actual damages resulting from such consolidation by the Seller would be difficult to calculate, (b) that the Liquidated Damages Sum is a reasonable estimate of such actual damages and (c) the Liquidated Damages Sum shall constitute liquidated damages, and not a penalty, forfeiture or return of any portion of the purchase price for such FFELP Loan. The parties hereto agree that payment of the Liquidated Damages Sum by the Seller to the Purchaser shall be the sole and exclusive remedy of the Purchaser and the Trustee for any consolidation of such FFELP Loan by the Seller in breach of this breach of this paragraph, and the Purchaser and the Trustee hereby waive any other claim either may have resulting from such breach, including, without limitation any claim for indemnification or consequential and incidental damages incurred by the Purchaser or the Trustee. Section 3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. (a) With respect to FFELP Loans sold on a Loan Purchase Date, the Seller hereby makes the representations and warranties set forth in Exhibit E hereto as of such Loan Purchase Date. Each representation, warranty, certification, covenant and agreement contained in this Loan Purchase Agreement shall survive the applicable Loan Purchase Date. (b) The Seller shall not organize under the law of any jurisdiction other than the State under which it is organized as of the date of this Loan Purchase Agreement (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to the Purchaser. Before effecting such change, the Seller shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the Purchaser's interests in the FFELP Loans. 6 Section 4. CONDITIONS OF PURCHASE. The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement shall be true on the applicable Loan Purchase Date. (b) Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or a Guarantee Agreement as a condition to the assignment of the FFELP Loans shall have been made or received and evidence thereof delivered to the Purchaser. (c) The entire interest of the Seller in each FFELP Loan shall have been duly assigned by endorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Section 6 hereof. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller's counsel, dated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, in form and substance satisfactory to the Purchaser and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, 7 (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Delaware law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP Loans sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Purchaser or a party to the Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the form of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser to finance the purchase of FFELP Loans under this Loan Purchase Agreement. 8 (i) Delivery by the Seller of a closing certificate dated as of the date of the first sale of FFELP Loans hereunder in form and substance satisfactory to the Purchaser and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to the true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each dated as of approximately even date therewith. Section 5. REJECTION OF FFELP LOANS PRIOR TO SALE. (a) If prior to the sale of a FFELP Loan under this Loan Purchase Agreement (i) the Seller will be unable to make or furnish the representations and warranties required to be made or furnished by it pursuant to this Loan Purchase Agreement as to a FFELP Loan or (ii) the Purchaser determines that the Seller will be unable to fulfill one or more covenants or conditions of this Loan Purchase Agreement as to a FFELP Loan, or (iii) the Purchaser, in its reasonable judgment, deems that a FFELP Loan will not comply with the terms and conditions of this Loan Purchase Agreement or will not be delivered in compliance with such terms and conditions, or (iv) the Purchaser, in its reasonable judgment deems that a FFELP Loan will be for any reason unacceptable to it, then the Purchaser, within thirty days prior to the applicable Loan Purchase Date, may refuse to accept and pay for such FFELP Loan (or any substitute FFELP Loan offered by the Seller in lieu thereof) on the applicable Loan Purchase Date and such FFELP Loan shall not be sold under this Loan Purchase Agreement on such Loan Purchase Date.. (b) If the Purchaser rejects a FFELP Loan pursuant to Subsection 5(a), any such FFELP Loan shall be returned to the Seller by registered mail, together with a letter identifying each returned FFELP Loan and stating the basis for its return. The Purchaser shall cause any FFELP Loan returned to the Seller which has been endorsed to the Trustee to be endorsed by the Trustee to the Seller in the form set forth in Exhibit F hereto. (c) The liability of the Purchaser in connection with the loss of or damage to any FFELP Loan to be returned to the Seller is limited to such loss or damage occurring as a result of its gross negligence or willful misconduct in handling or safekeeping FFELP Loans. Section 6. REPURCHASE OBLIGATION. If: (i) any representation or warranty made or furnished by the Seller set forth in Exhibit E to this Loan Purchase Agreement shall prove to have been materially incorrect as of the applicable Loan Purchase Date; 9 (ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee; (iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan; or (iv) the instrument which Seller purports to be an Eligible Loan is not, in fact, an Eligible Loan on its Loan Purchase Date; then the Seller shall repurchase such FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus accrued and unpaid interest and applicable Special Allowance Payments with respect to such FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan. Section 7. NOTIFICATION TO BORROWERS. The servicing agent on behalf of the Seller shall notify Borrowers under the FFELP Loans as required by the Higher Education Act of the assignment and transfer to the Trustee of the Seller's interest in such FFELP Loans and the Seller shall direct each Borrower to make all payments thereon directly to the Purchaser or as it may otherwise designate. Section 8. OBLIGATIONS TO FORWARD PAYMENTS AND COMMUNICATIONS. (a) The Seller shall promptly remit, or cause to be remitted, to the Purchaser all funds received by the Seller after the applicable Loan Purchase Date which constitute payments of principal or interest (including Interest Subsidy Payments) or Special Allowance Payments accrued after the applicable Loan Purchase Date with respect to any FFELP Loan. (b) The Seller shall immediately transmit to the Purchaser any communication received by the Seller after the applicable Loan Purchase Date with respect to a FFELP Loan or the Borrower under such a FFELP Loan. Such communication shall include, but not be limited to, letters, notices of death or disability, adjudication of bankruptcy and similar documents and forms requesting deferment of repayment or loan cancellations. 10 Section 9. PAYMENT OF EXPENSES AND TAXES. Each party to this Loan Purchase Agreement shall pay its own expenses incurred in connection with the preparation, execution and delivery of this Loan Purchase Agreement and the transactions herein contemplated, including, but not limited to, the fees and disbursements of counsel; provided, however, that Seller shall pay any transfer or other taxes and recording or filing fees payable in connection with the sale and purchase of the FFELP Loans. Section 10. INDEMNIFICATION. The Seller specifically acknowledges that the Purchaser, in obtaining financing, will be making representations and warranties regarding the FFELP Loans sold hereunder based in part on the accuracy of the Seller's representations and warranties in this Loan Purchase Agreement. The Seller agrees to indemnify and save the Trustee, the Purchaser and the parties to the Financing Agreement (together with each of their respective successors, assignees, officers, directors, agents and employees) harmless of, from and against any and all loss, liability, cost, damage or expense, including reasonable attorneys' fees and costs of litigation, incurred by reason of any breach of the Seller's warranties, representations or covenants hereunder or any false or misleading representations of the Seller or any failure to disclose any matter which makes the warranties and representations herein misleading or any inaccuracy in any information furnished by the Seller in connection herewith, excluding, however, any loss attributable to credit losses due to defaulted FFELP Loans or which would otherwise constitute credit recourse; provided, however, it is understood that all risks relating to the collectibility of FFELP Loans transferred to the Purchaser, acting by and through the Trustee, under this Agreement are assumed by the Purchaser and the aforesaid indemnity shall not be construed to cover such risks. Section 11. SPECIAL PROVISIONS. (a) The Seller hereby represents and warrants that the Seller is transferring all of its right title and interest in the MPN Loans to the Purchaser, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Seller has reacquired) to any person other than the Purchaser, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other than a predecessor in title to the Seller. The Seller hereby covenants that the Seller shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. (b) The Seller hereby authorizes the Purchaser to file a UCC financing statement identifying the Seller as debtor and the Purchaser as secured party and describing the FFELP Loans sold pursuant to this Loan Purchase Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Purchaser's interest in the FFELP Loans and shall not be deemed to contradict the express intent of the Seller and the Purchaser that the transfer of FFELP Loans under this Loan Purchase Agreement is an absolute assignment of such FFELP Loans and is not a transfer of such FFELP Loans as security for a debt. 11 Section 12. OTHER PROVISIONS. (a) The Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto. Inaction or failure to demand strict performance shall not be deemed a waiver. (d) This Loan Purchase Agreement shall be governed by the laws of the State of Nebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: 12 If to the Purchaser: Nelnet Student Loan Trust 2008-2 121 South 13th Street, Suite 201 Lincoln, Nebraska 68508 Attention: Terry J. Heimes Telephone: (402) 458-2301 Facsimile: (402) 458-2294 with a copy to the Trustee at: Zions First National Bank Corporate Trust Division 717 17th Street, Suite 301 Denver, Co 80202 Attention: David W. Bata - VP & Trust Officer Telephone: (720) 947-7475 Facsimile: (720) 947-7480 If to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed. (i) This Loan Purchase Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (j) Time is of the essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, in whole or in part. (l) No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction) or by statute on or after the date of this Loan Purchase Agreement. 13 (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, which qualifies as an "eligible lender" trustee under the Higher Education Act, and all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of this Loan Purchase Agreement with the power and right to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the Purchaser to the Indenture Trustee, its provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any duties or obligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or the Indenture Trustee shall be for the benefit of and run directly to, the Trustee and the Indenture Trustee, and the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or obligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the Indenture Trustee forecloses on its security interest on the Eligible Loans, then the Indenture Trustee shall assume all duties and obligations of the Purchaser hereunder. 14 Section 13. SECURITY INTEREST. The parties to this Loan Purchase Agreement intend that the conveyance of the Seller's right, title and interest in and to the FFELP Loans sold pursuant to this Loan Purchase Agreement (the "Student Loans" shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Purchaser. The parties to this Loan Purchase Agreement intend that the arrangements with respect to the Student Loans shall constitute a purchase and sale of such Student Loans and not a loan. In the event, however, that it were determined by a court of competent jurisdiction that the transactions evidenced by this Loan Purchase Agreement shall constitute a loan and not a purchase and sale, the party receiving notice of such determination shall give notice of such determination to the other party and to the Trustee. This Loan Purchase Agreement constitutes a "security interest" under Article 9 of the applicable UCC and the Seller hereby grants to the Purchaser a first priority "security agreement" under Article 9 of the applicable UCC in all of the Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, money, deposit accounts, certificates of deposit, letters of credit, advices of credit and other property consisting of, arising from or related to the following collateral property ("Conveyed Property"): (a) all Student Loans; (b) all revenues and recoveries of principal from Student Loans, including all borrower payments and reimbursements of principal and accrued interest on default claims received from any Guarantee Agency, on and after the applicable Loan Purchase Date; (c) any other revenues and recoveries of principal and interest and other payments and reimbursements of principal and accrued interest received with respect to any Student Loan and any other collection of cash with respect to such Student Loan (including, but not limited to, Interest Subsidy Payments, Special Allowance Payments, finance charges and payments representing the repurchase of any Student Loan or rebate of premium thereon) received or deemed to have been received and all other cash collections, tax refunds and other cash proceeds of the Conveyed Property, received on and after the applicable Loan Purchase Date; (d) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Student Loans, whether pursuant to the contract related to such Student Loans or otherwise; (e) all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to Student Loans otherwise in respect of the Conveyed Property; and (f) all proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables or other liquidated property which at any time constitute all or part or are included in the proceeds of any of the foregoing property). 15 The Seller agrees that from time to time, at its expense, it will properly execute and deliver all further instruments and documents (including, without limitation, UCC-1 financing statements and custodian agreements with the Servicer), and take all further action that the Purchaser may reasonably request in order to perfect, protect or more fully evidence the Purchaser's interest in the Conveyed Property or to enable the Purchaser to exercise or enforce any of its rights hereunder. The Seller hereby authorizes the Purchaser to file each UCC financing statement and each related UCC financing amendment, if any, (together with such other instruments or documents) and in such form as are determined by the Purchaser to be necessary or desirable, in each case, on behalf of the Seller (the terms of which shall be binding on the Seller). Section 14. INFORMATION AND REPORTING. Upon the Purchaser's request, Seller shall furnish to the Purchaser: (a) Seller's most recent audited financial statement prepared in accordance with generally accepted accounting principles and duly certified by nationally recognized independent certified public accountants selected by Seller, as well as Seller's most recent unaudited financial statement and balance sheet; (b) an updated audited financial statement prepared in accordance with generally accepted accounting principles and duly certified by nationally recognized independent certified public accountants selected by Seller; and (c) such other financial information as the Purchaser may reasonably request from time to time. Seller shall verify and reconcile FFELP Loan disbursements and cancellations of FFELP Loans sold hereunder, in such manner as the Purchaser may reasonably request from time to time. Seller shall furnish to the Purchaser a certificate of good standing. Section 15. LIMITATION OF LIABILITY OF DELAWARE TRUSTEE. Notwithstanding anything contained herein to the contrary, this instrument has been executed by M&T Trust Company of Delaware, not in its individual capacity, but solely in its capacity as Delaware Trustee, and in no event shall M&T Trust Company of Delaware in its individual capacity or any beneficial owner of the Purchaser have any liability for the representations, warranties, covenants, agreements or other obligations of the Purchaser hereunder, as to all of which recourse shall be had solely to the assets of the Purchaser. [BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 16 IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written. NELNET STUDENT LOAN TRUST 2008-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, By: Nelnet Student Loan Funding not in its individual capacity, Management Corporation, as Manager but solely as Delaware Trustee and Special Member By: /s/ Rita Marie Ritrovato By: /s/ Hannah Smitterberg ------------------------------------- ---------------------------------- Title: Assistant Vice President Hannah Smitterberg Assistant Vice President 17 EXHIBIT A TO LOAN PURCHASE AGREEMENT LOAN TRANSFER ADDENDUM This Loan Transfer Addendum (the "Addendum") is made and entered into as of the ____ day of ________, 2008, by and between Nelnet Student Loan Trust 2008-2 (the "Purchaser") and Nelnet Student Loan Funding, LLC (the "Seller"). WHEREAS, the parties hereto entered into that Loan Purchase Agreement dated as of April 1, 2008 (the "Loan Purchase Agreement"), and the Seller wishes to sell a portfolio of FFELP Loans (as defined in the Loan Purchase Agreement) to the Purchaser, pursuant to and in accordance with the terms and conditions of the Loan Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows: 1. Definitions. All capitalized terms in this Addendum shall have the same meanings given to them in the Loan Purchase Agreement, unless otherwise specifically stated herein. 2. Purchase of FFELP Loans. Subject to the terms and conditions of the Loan Purchase Agreement and in reliance upon the representations, warranties and covenants as set forth in the Loan Purchase Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser, acting by and through the Trustee, without recourse, all of its right, title and interest in and to the, a portfolio of FFELP Loans identified in the Loan Transfer Schedule attached hereto, having an aggregate outstanding principal balance of approximately $______ and all other Conveyed Property related to the FFELP Loans (the "Current Purchase Portfolio"). 3. Purchase Price. Subject to the terms and conditions of the Loan Purchase Agreement, the Purchaser hereby purchases the Current Purchase Portfolio at a purchase price equal to 100% of the aggregate unpaid principal balance of the FFELP Loans included therein plus 100% of the accrued and unpaid interest thereon, each as of the Loan Purchase Date set forth in Section 4 hereof. 4. Loan Purchase Date. The Loan Purchase Date shall be ______, 2008. 5. Representations and Warranties. The Seller hereby makes all the representations and warranties set forth in the Loan Purchase Agreement as of the Loan Purchase Date set forth in Section 4 hereof. 18 6. Effect on Loan Purchase Agreement. This Addendum sets forth the terms of purchase and sale solely with respect to the Current Purchase Portfolio. This Addendum shall have no effect upon any other sale or purchase of any FFELP Loans consummated or contemplated prior to or after the Loan Purchase Date, and all other terms, conditions and agreements contained in the Loan Purchase Agreement shall remain in full force and effect. Prior or subsequent purchases and sales of FFELP Loans shall each be governed by a separate Loan Transfer Addendum. The terms and provisions of the Loan Purchase Agreement form a part of, and are incorporated by this reference into, this Loan Transfer Addendum. 7. Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Rita Marie Ritrovato By: /s/ Hannah Smitterberg - ------------------------------------------ ---------------------------------- Title: Assistant Vice President Hannah Smitterberg ---------------------------------- Assistant Vice President 19 EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency. 20 IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed and delivered by an officer hereunto duly authorized as of the Loan Purchase Date, _________, 2008. Nelnet Student Loan Funding, LLC By: Nelnet Student Loan Funding Management Corporation, as Manager And Special Member By: /s/ Hannah Smitterberg ---------------------------------- Hannah Smitterberg Assistant Vice President 21 EXHIBIT C TO LOAN PURCHASE AGREEMENT BLANKET ENDORSEMENT OF STUDENT LOAN PROMISSORY NOTES Pursuant to the Loan Purchase Agreement dated April 1, 2008, the undersigned (the "Seller"), by execution of this instrument, hereby endorses all promissory notes purchased by Zions First National Bank as eligible lender trustee (the " Trustee") on behalf of Nelnet Student Loan Trust 2008-2 (the "Purchaser") This endorsement is in blank, unrestricted form. This endorsement is without recourse, except as provided under the terms of the Loan Purchase Agreement. All right, title, and interest of Seller in and to the promissory notes and related documentation identified in the attached loan ledger are transferred and assigned to Trustee on behalf of the Purchaser. This endorsement may be further manifested by attaching this instrument or a facsimile hereof to each or any of the Promissory Notes and related documentation acquired by the Trustee on behalf of the Purchaser from Seller, or by attaching this instrument to the loan ledger schedule, as the Purchaser may require or deem necessary. Dated as of this _____ day of _________, 2008. Zions First National Bank, solely in its capacity as trustee on behalf of Nelnet Student Loan Funding, LLC By: /s/ David W. Bata --------------------------------------------- Title: Vice President --------------------------------------------- 22 EXHIBIT D TO LOAN PURCHASE AGREEMENT BILL OF SALE FOR VALUE RECEIVED, Nelnet Student Loan Funding, LLC (the "Seller"), pursuant to the terms and conditions of that certain Loan Purchase Agreement dated as of April 1, 2008 (the "Agreement") between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") does hereby grant, sell, assign, transfer and convey to Zions First National Bank, solely in its capacity as trustee (the "Trustee") on behalf of the Purchaser and its successors and assigns, all right, title and interest of the Seller in and to the following: (1) The FFELP Loans described in Annex I attached hereto, including the guarantee of the Loans issued by a guarantee agency pursuant to the Federal Family Education Loan Program (20 U.S.C. ss. 1071 et seq.); (2) All promissory notes and related documentation evidencing the indebtedness represented by such FFELP Loans; (3) All other Conveyed Property related to such FFELP Loans; and (4) All proceeds of the foregoing including, without limitation, all payments made by the obligor thereunder or with respect thereto, all guarantee payments made by any guarantee agency with respect thereto, and all interest benefit payments and special allowance payments with respect thereto made under Title IV, Part B, of the Higher Education Act of 1965, as amended, and all rights to receive such payments, but excluding any proceeds of the sale made hereby. TO HAVE AND TO HOLD the same unto the Trustee on behalf of the Purchaser, its successors and assigns, forever. This Bill of Sale is made pursuant to and is subject to the terms and provisions of the Agreement, and is without recourse, except as provided in the Agreement. IN WITNESS WHEREOF, the Seller has caused this instrument to be executed by one of its officers duly authorized to be effective as of the ____ day of ________, 2008. Zions First National Bank, solely in its capacity as trustee on behalf of Nelnet Student Loan Funding, LLC By: /s/ David W. Bata --------------------------------------------- Title: Vice President --------------------------------------------- 23 EXHIBIT E TO LOAN PURCHASE AGREEMENT REPRESENTATIONS AND WARRANTIES OF SELLER A. Any information furnished by the Seller to the Purchaser, or the Purchaser's agents with respect to a FFELP Loan, including the Loan Transfer Schedule attached to the Loan Transfer Addendum, is true, complete and correct. B. The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice or lapse of time could be asserted and maintained by the Borrower against the Trustee or the Purchaser as assignee thereof. The Seller has taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits Sellers to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Purchaser may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Seller, the terms of which have been fully described in detail and in writing to the Purchaser. C. Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. D. Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and the Loan Purchase Regulations and is an Eligible Loan, as that term is defined in the Loan Purchase Agreement. E. The Seller or Seller's eligible lender trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lender" under the Higher Education Act, and the Seller has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act. F. The Seller and the Seller's eligible lender trustee on behalf of Seller is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances, other than FFELP Loans that have been submitted for claim to a Guarantee Agency; no FFELP Loan has been pledged or assigned for any purpose other than for submission of claim to a Guarantee Agency; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Purchaser has a valid and perfected first priority security interest in the Conveyed Property. 24 G. Each FFELP Loan is either Insured or Guaranteed; such Insurance or Guarantee, as the case may be, is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, have been paid in full by the Seller. H. There are no circumstances or conditions that exist with respect to any FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower that would reasonably cause prudent private investors to regard on the applicable Loan Purchase Date any of the FFELP Loans as an unacceptable investment, or adversely affect the value or marketability thereof, the insurance thereof and any applicable Guarantee. I. Each FFELP Loan was made in compliance with all applicable local, State and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. J. The Seller has carefully reviewed the Loan Purchase Regulations supplied by the Purchaser and has complied with the Loan Purchase Regulations. K. The FFELP Loans pursuant to the Loan Purchase Agreement include all FFELP Loans of any one Borrower held by the Seller. L. The Seller has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by the Loan Purchase Agreement; the execution and delivery of the Loan Purchase Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of the Loan Purchase Agreement do not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder; the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under the Loan Purchase Agreement and the Loan Purchase Agreement constitutes a valid and binding obligation of the Seller enforceable against it in accordance with its terms, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Corporation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions herein contemplated. M. The Seller is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. 25 N. The Seller and any independent servicer have each exercised due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and the Seller has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Exhibit E. The Seller is solely responsible for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Purchaser. O. With respect to all Insured FFELP Loans being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Purchaser or its assignee; and the Seller is not in default in the performance of any of its covenants and agreements made in respect thereof. P. With respect to all Guaranteed FFELP Loans being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Purchaser or its assignee to finance the FFELP Loans; and the Seller is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. Q. The Seller does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with the Seller, except as may be permitted under applicable laws or (ii) discriminate on the basis of race, gender, color, creed or national origin. R. The FFELP Loans are a representative sample of all student loans held by the Seller with respect to the educational institution attended by, or the age, sex, race, national origin or place of residence of, the Borrower to whom such loans were made, or with respect to any other identifying characteristic of such Borrowers. S. Each instrument transferred to the Purchaser under the Loan Purchase Agreement is a FFELP Loan which constitutes an Eligible Loan. T. No promissory note evidencing a FFELP Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. U. Except as may have been disclosed by the UCC lien search required by Section 4(f) of the Loan Purchase Agreement for the Seller, no other financing statements or assignment filings naming the Seller as debtor or assignor under its legal name or trade names has been filed. V. The fair salable value of the assets on a going concern basis of the Seller and its subsidiaries, on a consolidated basis, as of the time of each sale of FFELP Loans hereunder is in excess of the total amount of their liabilities. 26 EXHIBIT F TO LOAN PURCHASE AGREEMENT ACKNOWLEDGMENT The assignment of the within promissory note and related documents to (DO NOT COMPLETE) under a Loan Purchase Agreement between ____________________ and ____________________, dated as of ____________________, _____, did not become effective thereunder, and no rights in the same have been conveyed thereby. Dated: (DO NOT COMPLETE) 27 EX-99.2 6 ex99-2.txt MASTER SERVICING AGREEMENT Exhibit 99.2 MASTER SERVICING AGREEMENT This Master Servicing Agreement (the "Agreement") entered into and effective as of the 1st day of April, 2008, by and among National Education Loan Network, Inc., a Nevada corporation, acting as master servicer (acting in its capacity as such, the "Master Servicer") and acting as administrator (acting in its capacity as such, the "Administrator"), Nelnet Student Loan Trust 2008-2, a Delaware statutory trust ("Trust"), and Nelnet Student Loan Funding, LLC, a Delaware limited liability company ("NSLF"). WHEREAS, Nelnet, Inc. ("Nelnet") and other subservicing agents as approved by the Trust in writing from time to time (each, a "Subservicer" and collectively, the "Subservicers"), as subservicing agents, are in the business of servicing loans which are made and guaranteed in accordance with the provisions of the Higher Education Act of 1965, as amended (the "Education Act") (references hereinafter to the "Education Act" include rules and regulations promulgated thereunder as in effect from time to time); and WHEREAS, the Trust and NSLF, by and through their respective eligible lender trustees, acquire student loans made and guaranteed under the Education Act ("Education Loans"); and WHEREAS, the Subservicers have developed and/or have available to them the systems and services to enable them to process and service Education Loans in accordance with the Education Act, and those guarantee agencies as are satisfactory to Subservicers ("Guarantor(s)"); and WHEREAS, the Subservicers have developed and/or have available to them the systems and services to enable them to process and service Education Loans in accordance with the Rules and Regulations (the "Regulations") promulgated by Guarantor (references hereinafter to the "Regulations" include Rules and Regulations promulgated thereunder as in effect from time to time); and WHEREAS, the Trust and NSLF desire to retain the Master Servicer to (i) retain Nelnet to process and service certain of the Education Loans and for Nelnet to act as subservicer under the terms of that certain Nelnet, Inc. Subservicing Agreement between the Master Servicer and Nelnet, dated as of April 1, 2008; and (ii) cause certain other subservicing agents which are a servicer to process and service certain of the Education Loans under subservicing agreements which may be entered into hereafter between the Master Servicer and such subservicing agents. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows: 1. DEFINITIONS. Capitalized terms which are not otherwise defined in this Agreement shall have the meanings ascribed thereto in that certain Indenture of Trust (the "Indenture"), dated as of April 1, 2008, between Zions First National Bank, as indenture trustee (the "Trustee") and eligible lender trustee, and the Trust. 1 2. TERM. 2.1 The term of this Agreement shall continue until the earlier of (i) termination of the Indenture and the Trust Agreement, dated as of March 18, 2008 (the "Trust Agreement"), between NSLF and M&T Trust Company of Delaware, as Delaware trustee, (ii) early termination after material default by the Master Servicer as provided for in Section 16 hereof, or (iii) the Education Loans serviced under this Agreement are paid in full. 2.2 Upon the termination of this Agreement, the Master Servicer shall turn over to the Trust or NSLF, as applicable, all Education Loan files complete with all information contained therein and all current computer information on the Education Loans under service pursuant to this Agreement in such form or fashion as the Trust or NSLF, as applicable, shall reasonably specify. The Master Servicer, the Trust and NSLF specifically agree that the format used to transfer the Trust's or NSLF's data contains confidential and proprietary trade secret information which is the exclusive property of the Master Servicer. The Master Servicer makes no claim to the specific data contained in any printout given to the Trust, NSLF or the Administrator and recognizes that said data is the exclusive property of the Trust or NSLF. The Master Servicer, the Trust and NSLF agree, however, that all aspects of the underlying computer program, algorithms, methods of processing, specific design and layout, report format, and the unique processing techniques and interactions of the various aspects of the Master Servicer's computer program are trade secrets of, proprietary to, and owned exclusively by the Master Servicer. At such deconversion, a minimum fee of $12.00 per account transferred off of the Subservicer's servicing system plus any other reasonable expenses incurred in connection with the transfer of such files and other information shall be paid by the Trust or NSLF, as applicable; provided however, that in the event deconversion results from early termination of this Agreement under Section 16 hereof due to the breach by the Master Servicer, the Trust or NSLF, as applicable, shall pay only the actual expenses incurred in connection with the transfer of such files and other information. The confidentiality provisions of this paragraph shall survive any termination or expiration of this Agreement. 3. DELIVERY OF COMPLETED EDUCATION LOANS FOR SERVICING AND COLLECTION. Subject to the Master Servicer's scheduling requirements, the Trust or NSLF may from time to time deliver or cause to be delivered to the Master Servicer Education Loans with respect to which loan processing has been completed and loan proceeds have been fully disbursed to the student/parent borrowers prior to the date of delivery ("Converted Education Loans") to be serviced pursuant to the terms of this Agreement. The Trust or NSLF shall transmit to the Master Servicer all such loan documentation as required by the Master Servicer to enable it to service the Converted Education Loans as provided herein (the "Loan Documentation"). Upon receipt of the Loan Documentation, the Master Servicer shall cause the Subservicers to verify only the presence of the promissory note, the original borrower application and proof of disbursement. The Master Servicer is willing to use reasonable efforts to identify previous servicing errors or omissions in this process, if requested by the Trust or NSLF, for a fee to be mutually agreed upon following the Master Servicer's review of the portfolio. However, the Master Servicer shall not be liable or responsible for the consequences of any errors it does or does not detect in such file review, nor for missing or incorrect documentation at conversion. The Master Servicer is agreeable to the conversion of delinquent Education Loans to its system for servicing. If an Education Loan is 180 days or more past due, however, the Master Servicer will not be responsible for any Guarantor claim rejects or interest denials due to untimely guarantee claim filing. 2 4. SERVICING OF CONVERTED EDUCATION LOANS. Upon acceptance of any Converted Education Loan into the Master Servicer's computer system and after the sale date (if applicable) of the Converted Education Loan to the Trust or NSLF, the Master Servicer shall cause the Subservicers to service such Education Loan in accordance with the Education Act, the Regulations, and the provisions of this Agreement, including the following: (a) Subservicers will service the Education Loans in such a manner as to maintain the guarantee thereon in full force at all times, subject to Section 15 hereof. (b) Subservicers shall prepare and mail directly to the student/parent borrower all required statements, notices, disclosures and demands. (c) Subservicers shall retain records of contacts, follow-ups, collection efforts and correspondence regarding each Education Loan. (d) Subservicers shall provide accounting for all transactions related to individual Education Loans, including, but not limited to, accounting for all payments of principal and interest upon such Education Loans from the conversion date to the Subservicers' system. (e) Subservicers shall process all deferments and forbearances. (f) Subservicers shall process all address changes and update address changes accordingly. (g) Subservicers shall retain all documents received by the Master Servicer, the Trust, NSLF or the Administrator pertaining to each Education Loan, in accordance with the filing requirements set forth in the most current "Common Manual - Unified Student Loan Policy." Such retention may be on magnetic tape, microfilm, laser disk or other similar medium. (h) When necessary and allowable by the Education Act, Subservicers shall take all steps necessary to file a claim for loss with the appropriate Guarantor. (i) Subservicers shall provide data as required by any Guarantor. (j) Subservicers shall provide such other services as Subservicers customarily provide and deem appropriate. (k) The Master Servicer, the Trust and NSLF agree that upon delivery of the original promissory notes relating to the Education Loans to the Subservicers as Custodians pursuant to the applicable Custodian Agreement, that each shall and does relinquish all power and control over such promissory notes, subject to responsibilities of the Master Servicer under this Agreement. 3 5. SYSTEM UPDATES. The Trust and NSLF agree that in the course of its Education Loan servicing activities, the Master Servicer may rely on, without independently verifying, all data entries, manipulations and representations provided to the Master Servicer by the Trust, NSLF, the Administrator, eligible institutions and borrowers with respect to the Education Loans, including but not limited to, eligible institutions/borrower certification, eligibility, enrollment, and eligible institution or borrower demographics, including data entries provided to the Master Servicer electronically, via the internet or otherwise, and that the Master Servicer shall have no liability for incorrect information or the consequences thereof, which is provided by the Trust, NSLF, the Administrator, eligible institutions or borrowers. 6. CURE SERVICING. At the request of the Trust or NSLF, the Master Servicer agrees to cause the Subservicers to perform additional servicing activities not required under the terms of this Agreement for those Education Loans transferred to the Master Servicer as Converted Education Loans which have not been previously serviced in accordance with the Education Act and Regulations, and which require additional servicing activity to attempt to maintain or reinstate the loans' principal and interest guarantee from the Guarantor ("Cure Procedures"). The Master Servicer shall cause the Subservicers, utilizing Cure Procedures approved by the Guarantor, to use the Subservicers' best efforts to cure all defects caused by the Trust or NSLF. The Master Servicer makes no representation or warranty that the guarantee on each Education Loan will be reinstated regardless of the Subservicers following the Cure Procedures as approved by the Guarantor. The Trust and NSLF agree to pay the Master Servicer those fees for Cure Procedures described in Schedule A under the topic entitled "Additional Servicing Activity". 7. PORTFOLIOS SUBJECT TO REJECTION BY THE MASTER SERVICER. The Trust and NSLF acknowledge that certain loan portfolio types pose a risk of financial hardship for the Master Servicer and Subservicers to service under this Agreement. The Master Servicer may in its discretion, prior to placing such loans in the Subservicers' system, reject certain loans or loan portfolios ("Rejected Loans"). The Master Servicer shall provide the Trust, NSLF and the Administrator with reasonable advance notice as to any Rejected Loans which the Master Servicer declines to place on Master Servicer's and the Subservicers' system. The Master Servicer shall have no right to reject or decline loans after the loans are transferred to the Master Servicer's and the Subservicers' system. 8. REPORTS TO THE TRUST OR NSLF. (a) MONTHLY REPORTS. On or before the 15th day of each month (or by the 15th day following quarter end, as applicable), unless some other time is provided herein, the Master Servicer shall cause the Subservicers to prepare and deliver to the Trust, NSLF, if applicable, the Administrator and the Trustee (upon Trustee's request), or to such other person as the Trust or NSLF may designate, the following reports with respect to activity during the preceding month: 4 (i) Daily Monetary Transaction Summary; (ii) Daily Lender Advice Report; (iii) Daily Transaction Journal; (iv) Daily Transaction Detail; (v) Total Interest Report; (vi) Total Principal Report; (vii) Delinquency Detail; (viii) Claims Delinquency Detail; (ix) Computation of interest and Special Allowance Payments (currently reported on ED LaRS Form 799). The Master Servicer will also report all pertinent information to the Department of Education on ED Form 799 (or such successor report as may be applicable); (x) ED LaRS Form 799 Supporting Reports: Total Principal Report; Part II Origination/Lender Fees; Part III, IV Interest Benefits and Special Allowance Report; Part III, IV Prior Quarter Subsidized Interest and Special Allowance; Part V Changes in Loan Principal; Part VI Loan Portfolio Analysis; (xi) Such other reports as become necessary to provide the information required by Item 1121 of Regulation AB, promulgated by the Securities and Exchange Commission. The Trust, NSLF, if applicable, and the Administrator shall receive at no cost one copy of each of the foregoing reports. The Master Servicer will cause the Subservicers to provide extra copies at the request of the Trust, the Administrator or NSLF. The Trust or NSLF, if applicable, shall reimburse the Master Servicer for the cost in producing such extra copies. (b) ANNUAL REPORTS. (i) OFFICER'S CERTIFICATE. On or before March 30 of each year after the date of this Agreement, the Master Servicer shall provide to the Trust or NSLF an officer's certificate of the Master Servicer stating that (i) a review of the Master Servicer's activities during the preceding 12-month period (or during the period of its performance under this Master Servicing Agreement if shorter) and its performance under this Master Servicing Agreement has been conducted under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Master Servicing Agreement in all material respects throughout the period, or if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. 5 (ii) REGULATION AB REPORTS. For each year in which the Trust is subject to the reporting obligations of the Securities Exchange Act of 1934, the Master Servicer shall provide, and shall cause all Subservicers to provide, annually to the Trust a report on assessment of compliance with servicing requirements for asset-backed securities in compliance with Item 1122 of Regulation AB promulgated by the Securities and Exchange Commission. (iii) ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' Reports. For each year in which the Trust is subject to the reporting obligations of the Securities Exchange Act of 1934, the Master Servicer shall provide, and shall cause all Subservicers to provide, on or before March 30 of each year, a report and attestation in compliance with Item 1122(b) of Regulation AB, addressed to the Trust, relating to the servicing of the Education Loans during the preceding calendar year (or, in the case of the first such report, during the period from the date of Issuance to December 31, 2008). Each such report will also indicate that the firm is independent of the Master Servicer or Subservicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) DELIVERY ADDRESS. All such monthly and annual reports as described in Sections 8(a) and 8(b), to be furnished to the Trust, NSLF, if applicable, and the Administrator, shall be sent or delivered to: Loan Acquisitions and Compliance Department, 121 South 13th Street, Suite 201, Lincoln, NE 68508. 9. SERVICE FEE TO THE MASTER SERVICER. (a) SERVICING FEES. The Trust or NSLF, if applicable, shall pay to the Master Servicer, on or before the 25th day of each month, or within fifteen (15) days of billing statement (which may be sent either by the Master Servicer or Nelnet or the Subservicers), for and in consideration of the services performed by the Master Servicer and Subservicers hereunder for the preceding month, the fee provided for in Schedule A of this Agreement ("Servicing Fee"). In the event Servicing Fees are not paid within thirty (30) days of the billing statement, the Master Servicer will have the following rights to (a) impose a late charge of one and one-half percent (1 1/2%) per month against the entire outstanding balance of the past due Servicing Fee including any prior late charge; and (b) terminate services without notice if nonpayment persists for sixty (60) days from billing or more. The Servicing Fee due from the Trust and related charges shall be paid only from the Trust Estate and only to the extent moneys are available as provided for under the terms of the Indenture. (b) CARRYOVER SERVICING FEES. Any future additional fees provided for under this Section 9(b) due from the Trust shall be referred to collectively as "Carryover Servicing Fees," and payment of such Carryover Servicing Fees shall be deferred during any time that funds are not available and sufficient to pay the same pursuant to the terms of the Indenture. The parties agree that should 6 Master Servicer be required to make material changes to its current servicing practices or servicing system due to changes to the Education Act, Regulations, and/or business environment, or to other costs beyond the Master Servicer's control, including but not limited to postal fees, the Master Servicer may renegotiate the Servicing Fees with the Trust to reasonably reflect those increased costs at any time during the term of this Agreement and that any additional fees imposed as a result of such renegotiation shall be Carryover Servicing Fees. The Servicing Fee shall be subject to renegotiation every three years, subject to the renegotiated fees meeting approval of the Rating Agencies and any increase in the Servicing Fee as a result of such renegotiation being deemed Carryover Servicing Fees. In the event the parties cannot agree to new fees for each three year period, then either party may terminate this Agreement upon 90 days written notice to the other. 10. LOAN PAYMENTS. Student/parent borrowers will make all loan payments to a third party lockbox established by the Subservicers. All cash receipts will be remitted to the Trustee for deposit into the Collection Fund within two (2) Business Days following posting of such receipts. All late fees collected by the Subservicers from student/parent borrowers shall be remitted to the Trustee, within two (2) Business Days following posting of such late fees, for deposit into the Collection Fund as well. 11. DISCLOSURE OF INFORMATION. All data, information, records, correspondence, reports or other documentation received by the Master Servicer or Subservicers pursuant to this Agreement from the Trust, the Administrator, NSLF or the school which the student attended or from the student/parent borrower, or prepared and maintained by the Master Servicer or Subservicers in the course of its activities under this Agreement, shall be released or divulged only to the Trust, the Administrator, NSLF and the Trustee, or with respect to information or documents relating to a particular student/parent borrower, to that student/parent borrower, or to such other parties as the Master Servicer or Subservicers may be directed in writing by the Trust, the Administrator, NSLF or such student/parent borrower. 12. INTELLECTUAL PROPERTY PROTECTION. Notwithstanding anything in this Agreement to the contrary, it is the express intention of the parties to this Agreement that all right, title and interest of whatever nature in the Master Servicer's and/or Nelnet's user manuals, training materials, all computer programs, routines, structures, layout, report formats, together with all subsequent versions, enhancements and supplements to said programs, all copyright rights (including both source and object code) and all oral or written information relating to the Master Servicer's and/or Nelnet's programs conveyed in confidence by the Master Servicer or Nelnet to the Trust, NSLF or the Administrator pursuant to this Agreement which is not generally known to the public and which give the Master Servicer or Nelnet an advantage over their respective competitors who do not know or use such information (hereinafter collectively referred to as "Trade Secrets"), and all other forms of intellectual property of whatever nature is and shall remain the sole and exclusive property of the Master Servicer and/or Nelnet. 13. INQUIRIES. The Master Servicer shall answer or shall cause the Subservicers to answer all inquiries received by it pertaining to Education Loans, school status or refunds, and the Trust, NSLF and the Administrator shall cooperate to the extent necessary to gather the information needed to answer such inquiries. Such inquiries may be referred to the school which the student borrower attended or is attending, if necessary. Neither the Master Servicer nor Subservicers shall have any responsibility for any disputes between student/parent borrowers and schools regarding tuition, registration, attendance, or quality of education/training. 7 14. AGENT AUTHORIZATION. The Trust and NSLF hereby authorize the Master Servicer and Subservicers to act on behalf of and as the Trust's and NSLF's agent, respectively, in the servicing of the Education Loans. Such authorization will include but not be limited to all correspondence and liaison necessary with a Guarantor regarding the Trust's or NSLF's Education Loans, assignment of claims to the Guarantor and any or all other communications, correspondence, signatures or other acts appropriate to service the Trust's or NSLF's Education Loans in accordance with the Education Act and/or Regulations. 15. LIABILITY OF THE MASTER SERVICER AND SUBSERVICERS. The Master Servicer and the Subservicers assume no responsibility or liability for failure of the Trust or NSLF to exercise reasonable care or due diligence and the results thereof, in making or servicing an Education Loan prior to placing of the Education Loan on Master Servicer's system and prior to the date the Trust or NSLF holds ownership of the Education Loan. The Master Servicer and Subservicers also assume no liability for the failure of any student/parent borrower to repay his or her loan, nor the failure of the United States government to pay any principal, interest, subsidy or special allowance, nor for the failure of any Guarantor to make payment of any principal and/or interest on any of the Trust's or NSLF's Education Loans. The Master Servicer and Subservicers shall not be responsible for consequences of unreasonable acts of any Guarantor. In the event a Subservicer shall take any action or fail to take any action which causes any Education Loan in the Trust's or NSLF's portfolio to be denied the benefit of any applicable guarantee, the Master Servicer and such Subservicer shall have a reasonable time to cause the benefits of the guarantee to be reinstated. If the guarantee is not reinstated within twelve (12) months of denial by a Guarantor, the Master Servicer shall cause the Subservicer to pay the Trust or NSLF an amount equal to the outstanding principal balance plus all accrued interest and other fees due on the Education Loan to the date of purchase, less the amount subject to the risk sharing under the Education Act and Regulations, and thereupon the Subservicer shall be subrogated to all rights of the Trust and NSLF respecting the applicable Education Loan, including without limitation the right to collect on the Education Loan, the right to federal subsidies, and agency authorization to litigate in accordance with the Subrogation Agreement with the Subservicer. In such event, the Trust or NSLF agrees to perform such further applicable acts as shall be necessary or appropriate to subrogate the Education Loan to the Subservicer. For any subrogated Education Loan for which the guarantee is fully reinstated by Guarantor, the Trust or NSLF, as applicable, shall pay such Subservicer an amount equal to the then outstanding principal balance plus all accrued interest due thereon, less the amount subject to the risk sharing under the Education Act and Regulations, whereupon the subrogation rights of the Subservicer shall terminate. In such event, the Master Servicer agrees to cause the Subservicer to perform such further acts as shall be necessary or appropriate to reconvey the Education Loan to the Trust or NSLF. In the event that the Subservicer fails or refuses to purchase an Education Loan in accordance with the provisions set forth above for a period of thirty (30) days or more, the Master Servicer shall purchase such Education Loan in the manner described above, and thereupon the Master Servicer shall have all rights and duties that the Subservicer would have otherwise had with respect to such Education Loan as set forth in this Section 15 if the Subservicer had so purchased such Education Loan. It is hereby acknowledged that the Master Servicer shall not be performing any of the servicing activities described in this Agreement, and that the Subservicers shall be responsible for performance of all such servicing duties. As such, the Master Servicer shall have no liability of any nature whatsoever arising out of or in connection with this Agreement for any negligent or wrongful act or omission on the part of the Subservicers; provided, however, that the Master Servicer hereby assigns, transfers and sets over unto the Trust or NSLF, as applicable, all of the Master Servicer's rights and remedies against the Subservicers as they pertain to the Trust's or NSLF's Education Loans. 8 16. TERMINATION OPTION. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach of this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof. 9 17. INDEMNIFICATION. The Trust and NSLF shall indemnify and hold the Master Servicer and/or Subservicers harmless from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) asserted against or incurred by the Master Servicer and/or Subservicers as a result of the Master Servicer and/or Subservicers complying with any instruction or directive by the Trust, NLSF or the Administrator, and the Master Servicer and/or Subservicers shall in like manner indemnify the Trust and NSLF for any miscompliance with any such instruction or directive by the Master Servicer and/or Subservicers. The Trust and NSLF shall further indemnify and hold the Master Servicer and/or Subservicers harmless from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) asserted against or incurred by the Master Servicer and/or Subservicers as a result of actions not the fault of or not caused by a negligent act of the Master Servicer and/or Subservicers, and their respective agents or employees, including all claims, liabilities, losses, damages and costs caused by or the fault of the Trust or NSLF, a prior holder, owner or NSLF or the Trust, a prior servicer or any other party connected in any manner to the loan or loans resulting in the claim, liability, loss, damage or cost. All obligations of the Trust shall be subject to the provisions, including the priority of payments, set forth in the Indenture. 18. STATUTE OF LIMITATIONS. Any action for the breach of any provisions of this Agreement shall be commenced within one (1) year after the Education Loan leaves the Master Servicer's servicing system. 19. GOVERNING LAW. This Agreement is executed and delivered within the State of Colorado, and the parties hereto agree that it shall be construed, interpreted and applied in accordance with the laws of that State, and that the courts and authorities within the State of Colorado shall have sole jurisdiction and venue over all controversies which may arise with respect to the execution, interpretation and compliance with this Agreement. 20. CHANGES IN WRITING. This Agreement, including this provision hereof, shall not be modified or changed in any manner except only by a writing signed by all parties hereto. 21. SEVERABILITY. In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be so overly broad as to be unenforceable or invalid for any other reason, it is the parties' intent that such invalid provisions be reduced in scope or eliminated by the court, but only to the extent deemed necessary by the court to render the provisions of this Agreement reasonable and enforceable. 22. PERSONS BOUND. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, heirs, successors and assigns. 10 23. ASSIGNMENT. This Agreement shall not be assigned by either party without the prior written consent of the other party which consent shall not be unreasonably withheld; provided, however, that the Trust or NSLF may assign this Agreement to the Trustee subject to the terms of Section 32 hereof, and the Master Servicer may delegate the services required to be performed under this Agreement or assign this Agreement to Subservicers. Any such delegation or assignment of this Agreement to Subservicers, other than to Nelnet, may be made only (i) upon notice to the Rating Agencies, and (ii) if the Subservicer is not an Affiliate of the Master Servicer, upon receipt of a Rating Confirmation. 24. MUTUAL RELEASE. Each of the parties to this Agreement releases the other party from any and all claims, or causes of the other arising from any event or transaction occurring prior to the execution of this Agreement. This release is an independent covenant between the parties, and will survive any termination of this Agreement. 25. TITLES. The titles used in this Agreement are intended for convenience and reference only. They are not intended and shall not be construed to be a substantive part of this Agreement or in any other way to affect the validity, construction or effect of any of the provisions of this Agreement. 26. WAIVER. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 27. CONTINUITY OF LOAN SERVICING. 27.1 Other than Education Loans sold by the Trustee pursuant to the Indenture, the Trust hereby agrees that it will use its best efforts to ensure that all Education Loans acquired, held, or sold by the Trust under the Education Act and subject to this Agreement will remain with the Master Servicer for the full term of this Agreement. 27.2 In the event the Trust desires to sell any of its Education Loans (other than pursuant to Section 10.04 of the Indenture), the Trust will first attempt to sell the Education Loans to an eligible lender maintaining an agreement with the applicable Subservicer, in order for the sale to cause no disruption in service, or change in Subservicer for the borrower. Other than Education Loans sold pursuant to Section 10.04 of the Indenture, should the Trust (or the Trustee) decide to sell its Education Loans to an eligible lender or holder which does not maintain an agreement with the Subservicers and does not plan to have the Education Loans serviced by the applicable Subservicer, the Master Servicer is hereby granted the right to arrange for the purchase of such Education Loans by an eligible lender or holder maintaining an agreement with the applicable Subservicer. Such purchase must be arranged within thirty (30) days following the notice by the Trust or the Administrator of an intent to sell such Education Loans, which notice must include sufficient information with respect to the Education Loans to be sold. The Master Servicer has the right to arrange for the sale of such Education Loans, provided the Master Servicer is able to arrange for the sale of the Education Loans offering the same terms secured by the Trust in its efforts to sell such Education Loans, subject to the continuing servicing rights granted to the Subservicers. 11 27.3 Sections 27.1 and 27.2 do not apply in the event of the Master Servicer's breach or default hereunder, or with respect to a sale of the Education Loan to a holder of other loans for the same borrower. 27.4 The intent of this Section 27 is to assure that every Education Loan subserviced by Nelnet will remain with Nelnet, for servicing for the life of the loan. 28. REMOVAL FEE. Should the Trust or NSLF remove any of its Education Loans from a Subservicer's system prior to a scheduled termination or breach of this Agreement, the Trust agrees to pay to the Master Servicer a removal fee of Fifteen Dollars ($15.00) per loan transferred off such Subservicer's computer system, this removal fee shall be in addition to those charges described in Section 2.2 of this Agreement, and in addition to damages arising from a breach of Section 27 hereof. 29. FORCE MAJEURE. The foregoing provisions of this Agreement are subject to the following limitation: If by reason of a force majeure the Master Servicer and/or Subservicers are unable in whole or in part to carry out any agreement on its part herein contained, the Master Servicer and Subservicers shall not be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts, or other industrial disturbances; acts of public enemies; order or restraint of any kind of the government of the United States of America or of the State of Colorado or City of Aurora or any of their departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, equipment, transmission pipes or canals; or any other cause or event not reasonably within the control of the Master Servicer and/or Subservicers. 30. HIRING. The Trust and NSLF agree that during the term of this Agreement and any extensions or renewals thereof, and for one year thereafter, neither the Trust nor NSLF shall solicit for hire, or knowingly allow its employees to solicit for hire, any employees of the Master Servicer without the prior written consent of the Master Servicer. 31. ENTIRE AGREEMENT. This is the entire and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements oral and written, between the parties relating to this Agreement. 32. TRUSTEE AS THIRD PARTY BENEFICIARY. This Agreement has been made and entered into not only for the benefit of the Master Servicer, the Trust and NSLF but also for the benefit of the Trustee in connection with the financing of Eligible Loans, and upon assignment by the Trust to the Trustee, its provisions may be enforced not only by the parties to this Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall be under no duties or obligations hereunder. 12 This Agreement shall inure to the benefit of the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of the Trustee, and the Trustee shall be under no duties or obligations hereunder. If there is an Event of Default under the Indenture, the Trustee forecloses on its security interest on the Education Loans, and the Trustee seeks to become a party to this Agreement under this Section 32, then the Trustee shall assume all duties and obligations of the Trust hereunder, in accordance with and subject to the Indenture. 33. SERVICING FOR NSLF. The Master Servicer agrees to perform all covenants, duties and obligations of the Master Servicer as set forth in this Agreement with respect to Education Loans owned by or on behalf of NSLF (or its eligible lender trustee) and NSLF agrees to perform all covenants, duties and obligations of the Trust as set forth in this Agreement with respect to such Education Loans, all under the terms and conditions contained in this Agreement. 34. LIMITATION OF LIABILITY OF DELAWARE TRUSTEE. Notwithstanding anything contained herein to the contrary, this Agreement has been executed by M&T Trust Company of Delaware, not in its individual capacity, but solely in its capacity as Delaware Trustee, and in no event shall M&T Trust Company of Delaware in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. 35. NO PETITION. The Master Servicer will not at any time institute against the Trust any bankruptcy proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations of the Trust under this Agreement. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 13 IN WITNESS WHEREFORE, the parties hereto have executed this Master Servicing Agreement as of the date first written above. National Education Loan Network, Inc., Nelnet Student Loan Trust 2008-2, a Nevada corporation, as Master Servicer a Delaware Statutory Trust By: M&T Trust Company of Delaware, not in its individual capacity, but solely as Delaware Trustee By: /s/ Terry J. Heimes By: /s/ Rita Marie Ritrovato - --------------------------------- ------------------------------ Name: Terry J. Heimes Name: Rita Marie Ritrovato Title: Chief Financial Officer ------------------------------ (Please print) Title: Assistant Vice President ------------------------------ National Education Loan Network, Inc., Nelnet Student Loan Funding, LLC, a a Nevada corporation, as Administrator Delaware limited liability company By: Nelnet Student Loan Funding Management Corporation, as Manager and Special Member By: /s/ Terry J. Heimes By: /s/ Hannah Smitterberg - -------------------------------- ------------------------------ Name: Terry J. Heimes Name: Hannah Smitterberg Title: Chief Financial Officer Title: Assistant Vice President 14 SCHEDULE "A" A. LOAN ORIGINATION FEE (Where Applicable). Twenty-Five Dollars ($25.00) per loan for Stafford, SLS and PLUS loan. Seventy-five Dollars ($75.00) per loan for Consolidated loans (if applicable). In addition, reimbursement for costs in the event a credit evaluation of the borrower is to be performed by the Master Servicer. B. CONVERSION FEE. Five Dollars ($5.00) per account acquired by the Trust and added to the Subservicer Servicing System during the period of time the borrower is in school. For periods of time other than when the borrower is in school, the fee will be Ten Dollars ($10.00) per account. There shall be no charge for loans already on the Master Servicer's full servicing system. Notwithstanding the foregoing, should any portfolio present an "Extraordinary Conversion", requiring additional conversion services materially beyond that customarily provided for a normal acquisition of Education Loans, then the Trust agrees to pay a conversion fee mutually agreed to between the Trust and the Master Servicer. For purposes of this Agreement, whether a portfolio presents an Extraordinary Conversion shall be determined after the data analysis and file review, have been conducted of the portfolio by the Master Servicer. Factors to consider in determining whether a portfolio presents an Extraordinary Conversion are as follows: 1. Unprocessed data. 2. Degree to which the conversion may be automated versus manual. 3. Integrity of the documentation. Are the files complete? Does the data match the file content? 4. The Trust adherence to its obligations and delivery schedules. 5. Presence of backlogged processing in the portfolio. 6. Whether prior servicing had substantial noncompliance with the Education Act and Regulations. 7. Condition of the hard copy file documentation. After consideration of the foregoing factors, the Trust and the Master Servicer agree to come to mutual agreement at the beginning and once again at the end of the conversion of a particular portfolio as to whether they need to negotiate a mutually agreeable conversion fee. 15 C. INTERNAL TRANSFERS. Transfers from one customer identification number to a different customer identification number will be One Dollar and Fifty Cents ($1.50) per account transferred. D. MONTHLY SERVICING FEE - LOANS IN SCHOOL STATUS. The lesser of (i) $2.25 per Borrower, subject to an annual increase for inflation not to exceed 2% per annum, or (ii) 1/12 of 90 basis points (0.90%) of the outstanding principal balance of serviced Loans; plus Carry-Over Servicing Fees E. MONTHLY SERVICING FEE - LOANS IN ANY STATUS OTHER THAN IN SCHOOL. The lesser of (i) $3.25 per Borrower, subject to an annual increase for inflation not to exceed 2% per annum, or (ii) 1/12 of 90 basis points (0.90%) of the outstanding principal balance of serviced Loans; plus Carry-Over Servicing Fees F. ADDITIONAL CHARGES ON DELINQUENT LOANS. In addition to the fees as set forth in (D) or (E) above, a monthly fee of $2.25 per Borrower. G. BILLING FOR SERVICING FEES. The full monthly servicing fee shall be paid commencing with the calendar month an account is disbursed on or converted to the Subservicer system. H. ADDITIONAL SERVICING ACTIVITY. Thirty-five Dollars ($35.00) per Education Loan referred for such cure services, plus ten percent (10%) of all sums made eligible for reinstatement of guarantee (including principal, interest and special allowance) as a result of successful performance of the Cure Procedures required by Guarantor. (This fee shall not apply to loans that have lost their guarantee due to an error or omission of the Master Servicer.) I. MINIMUM MONTHLY FEE. There will be a minimum monthly fee of Seven Hundred and Fifty Dollars ($750.00) per month. J. REMOVAL FEE. Loans transferred off the Subservicer Servicing System prior to termination of this Agreement will be assessed a fee of Fifteen Dollars ($15.00) per account. K. DECONVERSION FEE. Loans transferred off the Subservicer Servicing System on or after termination of this Agreement will be assessed a fee of Twelve Dollars ($12.00) per account. 16 L. RECONCILIATION OF GUARANTEE BILLING. Eighty cents ($.80) per account for the first disbursement. M. PLUS (OR OTHER LOAN) LOAN CREDIT CHECKS. Fees for obtaining a credit bureau report and evaluation will be Two Dollars and Fifty Cents ($2.50) per loan application. An additional fee of Fifty Cents ($.50) will be charged for those applications in which written authorization must first be obtained prior to pulling a credit bureau report. N. OTHER SERVICES For services requested by the Trust that are beyond the scope of those described in this Agreement, the fees shall be assessed as follow: (1) Supplies Cost Plus 15% (2) Training $40.00 per hour (3) Programming $70.00 per hour (4) Consulting $80.00 per hour Projects and services of this type shall be provided only after request by the Trust and after time and total cost estimate is provided by the Master Servicer. O. LEGAL OPINIONS Cost plus five percent (5%). 17 EX-99.3 7 ex99-3.txt SUBSERVICING AGREEMENT Exhibit 99.3 NELNET, INC. SUBSERVICING AGREEMENT This Nelnet, Inc. Subservicing Agreement (the "Agreement") entered into and effective as of the 1st day of April, 2008, by and between National Education Loan Network, Inc., a Nevada corporation, as master servicer (the "Master Servicer"), and Nelnet, Inc., a Nebraska corporation as subservicer(the "Subservicer"). WHEREAS, the Subservicer, as subservicing agent, is in the business of servicing loans which are made and guaranteed in accordance with the provisions of the Higher Education Act of 1965, as amended (the "Education Act") (references hereinafter to the "Education Act" include rules and regulations promulgated thereunder as in effect from time to time); and WHEREAS, Nelnet Student Loan Trust 2008-2, a Delaware statutory trust (the "Trust"), and Nelnet Student Loan Funding, LLC, a Delaware limited liability company ("NSLF"), acquired student loans made and guaranteed under the Education Act ("Education Loans"); and WHEREAS, the Subservicer has developed and/or has available to it the systems and services to enable it to process and service Education Loans in accordance with the Education Act, and those guarantee agencies as are satisfactory to the Subservicer ("Guarantor(s)"); and WHEREAS, the Subservicer has developed and/or has available to it the systems and services to enable it to process and service Education Loans in accordance with the Rules and Regulations (the "Regulations") promulgated by Guarantor (references hereinafter to the "Regulations" include Rules and Regulations promulgated thereunder as in effect from time to time); and WHEREAS, the Trust and NSLF have entered into a Master Servicing Agreement of even date herewith (the "Master Servicing Agreement") with National Education Loan Network, Inc., acting as master servicer and as administrator to the Trust, pursuant to which the Master Servicer acts as primary servicer for the Trust and NSLF, and the Master Servicer agrees to retain the Subservicer to perform certain duties as subservicing agent; and WHEREAS, the Master Servicer desires to retain the Subservicer to process and service certain of the Trust's and NSLF's Education Loans, and for the Subservicer to act as subservicer under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows: 1. DEFINITIONS. Capitalized terms which are not otherwise defined in this Agreement shall have the meanings ascribed thereto in that certain Indenture of Trust (the "Indenture"), dated as of April 1, 2008, between Zions First National Bank, as indenture trustee (the "Trustee") and eligible lender trustee, and the Trust. 1 2. TERM. 2.1 The term of this Agreement shall continue until the earlier of (i) termination of the Indenture and the Trust Agreement, dated as of March 18, 2008 (the "Trust Agreement"), between NSLF and M&T Trust Company of Delaware, as Delaware Trustee, (ii) early termination after material default by the Subservicer as provided for in Section 16 hereof, or (iii) the Education Loans serviced under this Agreement are paid in full. 2.2 Upon the termination of this Agreement, the Subservicer shall turn over to the Trust or NSLF, as applicable, all Education Loan files complete with all information contained therein and all current computer information on the Education Loans under service pursuant to this Agreement in such form or fashion as the Trust or NSLF, as applicable, shall reasonably specify. The Subservicer and the Master Servicer specifically agree that the format used to transfer the Trust's and NSLF's data contains confidential and proprietary trade secret information which is the exclusive property of the Subservicer. The Subservicer makes no claim to the specific data contained in any printout given to the Trust or NSLF and recognizes that said data is the exclusive property of the Trust or NSLF, as applicable. The Master Servicer and the Subservicer agree, however, that all aspects of the underlying computer program, algorithms, methods of processing, specific design and layout, report format, and the unique processing techniques and interactions of the various aspects of the Subservicer's computer program are trade secrets of, proprietary to, and owned exclusively by the Subservicer. At such deconversion, a minimum fee of $12.00 per account transferred off of the Subservicer's servicing system plus any other reasonable expenses incurred in connection with the transfer of such files and other information shall be paid by the Master Servicer; provided however, that in the event deconversion results from early termination of this Agreement under Section 16 hereof due to the breach by the Subservicer, the Master Servicer shall pay only the actual expenses incurred in connection with the transfer of such files and other information. The confidentiality provisions of this paragraph shall survive any termination or expiration of this Agreement. 3. DELIVERY OF COMPLETED EDUCATION LOANS FOR SERVICING AND COLLECTION. Subject to the Subservicer's scheduling requirements, the Master Servicer may from time to time deliver or cause to be delivered to the Subservicer Education Loans with respect to which loan processing has been completed and loan proceeds have been fully disbursed to the student/parent borrowers prior to the date of delivery ("Converted Education Loans") to be serviced pursuant to the terms of this Agreement. The Master Servicer shall transmit to the Subservicer all such loan documentation as required by the Subservicer to enable it to service the Converted Education Loans as provided herein (the "Loan Documentation"). Upon receipt of the Loan Documentation, the Subservicer shall verify only the presence of the promissory note, the original borrower application and proof of disbursement. The Subservicer is willing to use reasonable efforts to identify previous servicing errors or omissions in this process, if requested by the Master Servicer, for a fee to be mutually agreed upon following the Subservicer's review of the portfolio. However, the Subservicer shall not be liable or responsible for the consequences of any errors it does or does not detect in such file review, nor for missing or incorrect documentation at conversion. Subservicer is agreeable to the conversion of delinquent Education Loans to its system for servicing. If an Education Loan is 180 days or more past due, however, the Subservicer will not be responsible for any Guarantor claim rejects or interest denials due to untimely guarantee claim filing. 2 4. SERVICING OF CONVERTED EDUCATION LOANS. Upon acceptance of any Converted Education Loan into the Subservicer's computer system and after the sale date (if applicable) of the Converted Education Loan to the Trust or NSLF, the Subservicer shall service such Education Loan in accordance with the Education Act, the Regulations, and the provisions of this Agreement, including the following: (a) Subservicer will service the Education Loans in such a manner as to maintain the guarantee thereon in full force at all times, subject to Section 15 hereof. (b) Subservicer shall prepare and mail directly to the student/parent borrower all required statements, notices, disclosures and demands. (c) Subservicer shall retain records of contacts, follow-ups, collection efforts and correspondence regarding each Education Loan. (d) Subservicer shall provide accounting for all transactions related to individual Education Loans, including, but not limited to, accounting for all payments of principal and interest upon such Education Loans from the conversion date to the Subservicer's system. (e) Subservicer shall process all deferments and forbearances. (f) Subservicer shall process all address changes and update address changes accordingly. (g) Subservicer shall retain all documents received by the Servicer, the Trust, or NSLF pertaining to each Education Loan, in accordance with the filing requirements set forth in the most current "Common Manual - Unified Student Loan Policy." Such retention may be on magnetic tape, microfilm, laser disk or other similar medium. (h) When necessary and allowable by the Education Act, Subservicer shall take all steps necessary to file a claim for loss with the appropriate Guarantor. (i) Subservicer shall provide data as required by any Guarantor. (j) Subservicer shall provide such other services as Subservicer customarily provides and deems appropriate. (k) the Master Servicer and the Subservicer agree that upon delivery of the original promissory notes relating to the Education Loans to the Subservicer as Custodian pursuant to the Custodian Agreement to which Subservicer is a party, that each shall and does relinquish all power and control over such promissory notes, subject to responsibilities of the Subservicer under this Agreement. 3 5. SYSTEM UPDATES. The Master Servicer agrees that in the course of its Education Loan servicing activities, the Subservicer may rely on, without independently verifying, all data entries, manipulations and representations provided to the Subservicer by the Master Servicer, the Trust, NSLF, eligible institutions and borrowers with respect to the Education Loans, including but not limited to, eligible institutions/borrower certification, eligibility, enrollment, and eligible institution or borrower demographics, including data entries provided to Subservicer electronically, via the internet or otherwise, and that the Subservicer shall have no liability for incorrect information or the consequences thereof, which is provided by the Master Servicer, the Trust, NSLF, eligible institutions or borrowers. 6. CURE SERVICING. At the Trust's or NSLF's request, the Subservicer agrees to perform additional servicing activities not required under the terms of this Agreement for those Education Loans transferred to Subservicer as Converted Education Loans which have not been previously serviced in accordance with the Education Act and Regulations, and which require additional servicing activity to attempt to maintain or reinstate the loans' principal and interest guarantee from the Guarantor ("Cure Procedures"). The Subservicer, utilizing Cure Procedures approved by the Guarantor, shall use the Subservicer's best efforts to cure all defects caused by the Trust or NSLF. The Subservicer makes no representation or warranty that the guarantee on each Education Loan will be reinstated regardless of the Subservicer following the Cure Procedures as approved by the Guarantor. The Master Servicer agrees to pay the Subservicer those fees for Cure Procedures described in Schedule A under the topic entitled "Additional Servicing Activity". 7. PORTFOLIOS SUBJECT TO REJECTION BY THE SUBSERVICER. The Master Servicer acknowledges that certain loan portfolio types pose a risk of financial hardship for the Subservicer to service under this Agreement. The Subservicer may in its discretion, prior to placing such loans in the Subservicer's system, reject certain loans or loan portfolios ("Rejected Loans"). The Subservicer shall provide the Trust, NSLF and the Master Servicer with reasonable advance notice as to any Rejected Loans which the Subservicer declines to place on Subservicer's system. The Subservicer shall have no right to reject or decline loans after the loans are transferred to the Subservicer's system. 8. REPORTS TO THE TRUST OR NSLF. (a) MONTHLY REPORTS. On or before the 15th day of each month (or by the 15th day following quarter end, as applicable), unless some other time is provided herein, Subservicer shall prepare and deliver to the Trust, NSLF, if applicable, and the Trustee (upon Trustee's request), or to such other person as the Trust or NSLF may designate, the following reports with respect to activity during the preceding month: (i) Daily Monetary Transaction Summary; (ii) Daily Lender Advice Report; (iii) Daily Transaction Journal; 4 (iv) Daily Transaction Detail; (v) Total Interest Report; (vi) Total Principal Report; (vii) Delinquency Detail; (viii) Claims Delinquency Detail; (ix) Computation of interest and Special Allowance Payments (currently reported on ED LaRS Form 799). The Subservicer will also report all pertinent information to the Department of Education on ED Form 799 (or such successor report as may be applicable); (x) ED LaRS Form 799 Supporting Reports: Total Principal Report; Part II Origination/Lender Fees; Part III, IV Interest Benefits and Special Allowance Report; Part III, IV Prior Quarter Subsidized Interest and Special Allowance; Part V Changes in Loan Principal; Part VI Loan Portfolio Analysis. (xi) Such other reports as become necessary to provide the information required to be reported by the Trust by Item 1121 of Regulation AB, promulgated by the Securities and Exchange Commission. The Trust, NSLF, if applicable, and the Administrator shall receive at no cost one copy of each of the foregoing reports. The Subservicer shall provide extra copies at the request of the Trust, NSLF or the Administrator. The Trust or NSLF, if applicable, shall reimburse the Subservicer for the cost in producing such extra copies. (b) ANNUAL REPORTS. (i) On or before March 30 of each year after the date of this Agreement, the Subservicer shall provide to the Trust or NSLF an officers' certificate of the Subservicer stating that (1) a review of the Subservicer's activities during the preceding 12-month period (or during the period of its performance under this Subservicing Agreement if shorter) and its performance under this Subservicing Agreement has been conducted under such officer's supervision, and (2) to the best of such officer's knowledge, based on such review, the Subservicer has fulfilled all of its obligations under this Subservicing Agreement in all material respects throughout the period, or if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. 5 (ii) If so requested by the Master Servicer, the Subservicer shall provide to the Trust and the Master Servicer, on or before March 30 of each year after the date of this Agreement, (1) a report on assessment of its compliance with servicing requirements for asset-backed securities, and (2) an attestation report on its assessment of compliance with servicing criteria for asset-backed securities prepared by a registered public accounting firm, each in compliance with the requirements set out in Item 1122 of Regulation AB promulgated by the Securities and Exchange Commission. (c) DELIVERY ADDRESS. All such monthly and annual reports as described in Sections 8(a) and 8(b), to be furnished to the Trust and NSLF, if applicable, shall be sent or delivered to: Loan Acquisitions and Compliance Department, 121 South 13th Street, Suite 201, Lincoln, NE 68508. 9. SERVICE FEE TO THE SUBSERVICER. (a) SERVICING FEES. The Master Servicer shall pay to the Subservicer, on or before the 25th day of each month, or within fifteen (15) days of billing statement (which may be sent by the Subservicer), for and in consideration of the services performed by the Subservicer hereunder for the preceding month, the fee provided for in Schedule A of this Agreement ("Servicing Fee"). In the event Servicing Fees are not paid within thirty (30) days of the billing statement, the Master Servicer agrees the Subservicer will have the following rights to (a) impose a late charge of one and one-half percent (1 1/2%) per month against the entire outstanding balance of the past due Servicing Fee including any prior late charge; and (b) terminate services without notice if nonpayment persists for sixty (60) days from billing or more. The Servicing Fee and related charges shall be paid only to the extent moneys are available as provided for under the terms of the Indenture. (b) CARRYOVER SERVICING FEES. The late fees described in 9(a) above and any future additional fees provided for under this Section 9(b) shall be referred to collectively as "Carryover Servicing Fees," and payment of such Carryover Servicing Fees shall be deferred during any time that funds are not available and sufficient to pay the same pursuant to the terms of the Indenture. The parties agree that should Subservicer be required to make material changes to its current servicing practices or servicing system due to changes to the Education Act, Regulations, and/or business environment, or to other costs beyond the Subservicer's control, including but not limited to postal fees, the Subservicer may renegotiate the Servicing Fees with the Master Servicer to reasonably reflect those increased costs at any time during the term of this Agreement and that any additional fees imposed as a result of such renegotiation shall be Carryover Servicing Fees. The Servicing Fee shall be subject to renegotiation every three years, subject to the renegotiated fees meeting approval of the Rating Agencies and any increase in the Servicing Fee as a result of such renegotiation being deemed Carryover Servicing Fees. In the event the parties cannot agree to new fees for each three year period, then either party may terminate this Agreement upon 90 days written notice to the other. 6 10. LOAN PAYMENTS. Student/parent borrowers will make all loan payments to a third party lockbox established by the Subservicer or through other means approved by the Subservicer. All cash receipts will be remitted to the Trustee for deposit into the Collection Fund within two (2) Business Days following posting of such receipts. All late fees collected by the Subservicer from student/parent borrowers shall be remitted to the Trustee, within two (2) Business Days following posting of such late fees, for deposit into the Collection Fund as well. 11. DISCLOSURE OF INFORMATION. All data, information, records, correspondence, reports or other documentation received by the Master Servicer or Subservicer pursuant to this Agreement from the Trust, NSLF, the Administrator or the school which the student attended or from the student/parent borrower, or prepared and maintained by the Master Servicer or Subservicer in the course of its activities under this Agreement shall be released or divulged only to the Trust, NSLF, and the Trustee, or with respect to information or documents relating to a particular student/parent borrower, to that student/parent borrower, or to such other parties as the Servicer or Subservicer may be directed in writing by the Trust, NSLF or such student/parent borrower. 12. INTELLECTUAL PROPERTY PROTECTION. Notwithstanding anything in this Agreement to the contrary, it is the express intention of the parties to this Agreement that all right, title and interest of whatever nature in the Subservicer's user manuals, training materials, all computer programs, routines, structures, layout, report formats, together with all subsequent versions, enhancements and supplements to said programs, all copyright rights (including both source and object code) and all oral or written information relating to the Subservicer's programs conveyed in confidence by the Subservicer to the Trust, NSLF or the Master Servicer pursuant to this Agreement which is not generally known to the public and which give the Subservicer an advantage over its competitors who do not know or use such information (hereinafter collectively referred to as "Trade Secrets"), and all other forms of intellectual property of whatever nature is and shall remain the sole and exclusive property of the Subservicer. 13. INQUIRIES. The Subservicer shall answer all inquiries received by it pertaining to Education Loans, school status or refunds, and the Master Servicer shall cooperate to the extent necessary to gather the information needed to answer such inquiries. Such inquiries may be referred to the school which the student borrower attended or is attending, if necessary. The Subservicer shall not have any responsibility for any disputes between student/parent borrowers and schools regarding tuition, registration, attendance, or quality of education/training. 14. AGENT AUTHORIZATION. The Master Servicer hereby authorizes the Subservicer to act on behalf of and as the Master Servicer's agent in the servicing of the Education Loans. Such authorization will include but not be limited to all correspondence and liaison necessary with a Guarantor regarding the Trust's or NSLF's Education Loans, assignment of claims to a Guarantor and any/or all other communications, correspondence, signatures or other acts appropriate to service the Trust's or NSLF's Education Loans in accordance with the Education Act and/or Regulations. 15. LIABILITY OF THE SUBSERVICER. The Subservicer assumes no responsibility or liability for failure of the Trust or NSLF to exercise reasonable care or due diligence and the results thereof, in making or servicing an Education Loan prior to placing of the Education Loan on Subservicer's system and prior to the date the Trust or NSLF holds ownership of the Education Loan. 7 The Subservicer also assumes no liability for the failure of any student/parent borrower to repay his or her loan, nor the failure of the United States government to pay any principal, interest, subsidy or special allowance, nor for the failure of any Guarantor to make payment of any principal and/or interest on any of the Trust's or NSLF's Education Loans. The Subservicer shall not be responsible for consequences of unreasonable acts of any Guarantor. In the event the Subservicer shall take any action or fail to take any action which causes any Education Loan in the Trust's or NSLF's portfolio to be denied the benefit of any applicable guarantee, the Subservicer shall have a reasonable time to cause the benefits of the guarantee to be reinstated. If the guarantee is not reinstated within twelve (12) months of denial by Guarantor, the Subservicer shall pay the Trust or NSLF, as applicable, an amount equal to the outstanding principal balance plus all accrued interest and other fees due on the Education Loan to the date of purchase, less the amount subject to the risk sharing under the Education Act and Regulations, and thereupon the Subservicer shall be subrogated to all rights of the Trust and NSLF respecting the applicable Education Loan, including without limitation the right to collect on the Education Loan, the right to federal subsidies, and agency authorization to litigate in accordance with the Subrogation Agreement with the Subservicer. In such event, the Master Servicer agrees to perform such further applicable acts as shall be necessary or appropriate to subrogate the Education Loan to the Subservicer. For any subrogated Education Loan for which the guarantee is fully reinstated by a Guarantor, the Master Servicer shall pay the Subservicer an amount equal to the then outstanding principal balance plus all accrued interest due thereon, less the amount subject to the risk sharing under the Education Act and Regulations, whereupon the subrogation rights of the Subservicer shall terminate. In such event, the Subservicer shall perform such further acts as shall be necessary or appropriate to reconvey the Education Loan to the Trust or NSLF. It is hereby acknowledged that the Master Servicer shall not be performing any of the servicing activities described in this Agreement, and that the Subservicer shall be responsible for performance of all such servicing duties. As such, the Master Servicer shall have no liability of any nature whatsoever arising out of or in connection with this Agreement for any negligent or wrongful act or omission on the part of the Subservicer; provided, however, that the Master Servicer may assign, transfer and set over unto the Trust or NSLF, as applicable, all of the Master Servicer's rights and remedies against the Subservicer as they pertain to the Trust's or NSLF's Education Loans. 16. TERMINATION OPTION. If at any time during the term of this Agreement either party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed as failure or refusal to perform in a material fashion: (i) failure by Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an insolvency or receivership proceeding. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach of this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Subservicer pays the Master Servicer the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof. 8 17. INDEMNIFICATION. The Master Servicer shall indemnify and hold the Subservicer harmless from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) asserted against or incurred by the Subservicer as a result of the Subservicer complying with any instruction or directive by the Master Servicer, the Trust or NSLF, and the Subservicer shall in like manner indemnify the Master Servicer and/or the Trust and NSLF for any miscompliance with any such instruction or directive by the Subservicer. The Trust and NSLF shall further indemnify and hold the Subservicer harmless from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) asserted against or incurred by the Subservicer as a result of actions not the fault of or not caused by a negligent act of the Subservicer and its agents or employees, including all claims, liabilities, losses, damages and costs caused by or the fault of the Master Servicer, the Trust, or NSLF, a prior holder, owner or the Trust or NSLF, a prior servicer or any other party connected in any manner to the loan or loans resulting in the claim, liability, loss, damage or cost. All obligations of the Trust shall be subject to the provisions, including the priority of payments, set forth in the Indenture. 18. STATUTE OF LIMITATIONS. Any action for the breach of any provisions of this Agreement shall be commenced within one (1) year after the Education Loan leaves the Subservicer's servicing system. 19. GOVERNING LAW. This Agreement is executed and delivered within the State of Colorado, and the parties hereto agree that it shall be construed, interpreted and applied in accordance with the laws of that State, and that the courts and authorities within the State of Colorado shall have sole jurisdiction and venue over all controversies which may arise with respect to the execution, interpretation and compliance with this Agreement. 20. CHANGES IN WRITING. This Agreement, including this provision hereof, shall not be modified or changed in any manner except only by a writing signed by all parties hereto. 21. SEVERABILITY. In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be so overly broad as to be unenforceable or invalid for any other reason, it is the parties' intent that such invalid provisions be reduced in scope or eliminated by the court, but only to the extent deemed necessary by the court to render the provisions of this Agreement reasonable and enforceable. 22. PERSONS BOUND. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, heirs, successors and assigns. 23. ASSIGNMENT. This Agreement shall not be assigned by either party without the prior written consent of the other party which consent shall not be unreasonably withheld; provided, however, that the Master Servicer, the Trust or NSLF may cause assignment of this Agreement to the Trustee subject to the terms of Section 32 hereof. The Subservicer may delegate or assign duties under this Agreement only (i) upon notice to the Rating Agencies, and (ii) if the assignee is not an Affiliate of Master Servicer, upon receipt of a Rating Confirmation. 9 24. MUTUAL RELEASE. Each of the parties to this Agreement releases the other party from any and all claims, or causes of the other arising from any event or transaction occurring prior to the execution of this Agreement. This release is an independent covenant between the parties, and will survive any termination of this Agreement. 25. TITLES. The titles used in this Agreement are intended for convenience and reference only. They are not intended and shall not be construed to be a substantive part of this Agreement or in any other way to affect the validity, construction or effect of any of the provisions of this Agreement. 26. WAIVER. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 27. CONTINUITY OF LOAN SERVICING. 27.1 Other than Education Loans sold by the Trustee pursuant to the Indenture, the Master Servicer hereby agrees that it will use its best efforts to ensure that all Education Loans acquired, held, or sold by the Trust under the Education Act and subject to this Agreement will remain with the Subservicer for the full term of this Agreement. Notwithstanding anything else herein to the contrary, the Subservicer hereby agrees that in any case when the Master Servicer ceases, or is no longer able, to act as the Master Servicer for the Trust's Education Loans, the Subservicer shall process and service the Trust's and NSLF's Education Loans in accordance with the terms and provisions of the Master Servicing Agreement. 27.2 In the event the Trust desires to sell any of its Education Loans serviced by the Subservicer (other than pursuant to Section 10.04 of the Indenture), the Master Servicer will cause the Trust to first attempt to sell such Education Loans to an eligible lender maintaining an agreement with the Subservicer, in order for the sale to cause no disruption in service, or change in Subservicer for the borrower. Other than Education Loans sold pursuant to Section 10.04 of the Indenture, should the Trust (or the Trustee) decide to sell its Education Loans serviced by the Subservicer to an eligible lender or holder which does not maintain an agreement with the Subservicer and does not plan to have the Education Loans serviced by the Subservicer, the Master Servicer shall cause the Trust to arrange for the purchase of such Education Loans by an eligible lender or holder maintaining an agreement with the Subservicer. Such purchase must be arranged within thirty (30) days following the notice by the Master Servicer of the Trust's intent to sell such Education Loans, which notice must include sufficient information with respect to the Education Loans to be sold. The Subservicer has the right to arrange for the sale of such Education Loans, provided the Subservicer is able to arrange for the sale of such Education Loans offering the same terms secured by the Trust in its efforts to sell such Education Loans, subject to the continuing servicing rights granted to the Subservicer. 27.3 Sections 27.1 and 27.2 do not apply in the event of the Subservicer's breach or default hereunder, or with respect to a sale of the Education Loan to a holder of other loans for the same borrower. 10 27.4 The intent of this Section 27 is to assure that every Education Loan will remain with the Subservicer for servicing for the life of the loan. 28. REMOVAL FEE. Should the Master Servicer, the Trust or NSLF remove any of its Education Loans from the Subservicer's system prior to a scheduled termination or breach of this Agreement, the Master Servicer agrees to pay to the Subservicer a removal fee of Fifteen Dollars ($15.00) per loan transferred off the Subservicer's computer system, this removal fee shall be in addition to those charges described in Section 2.2 of this Agreement, and in addition to damages arising from a breach of Section 27 hereof. 29. FORCE MAJEURE. The foregoing provisions of this Agreement are subject to the following limitation: If by reason of a force majeure the Subservicer is unable in whole or in part to carry out any agreement on its part herein contained, the Subservicer shall not be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts, or other industrial disturbances; acts of public enemies; order or restraint of any kind of the government of the United States of America or of the State of Colorado or City of Aurora or any of their departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, equipment, transmission pipes or canals; or any other cause or event not reasonably within the control of the Subservicer. 30. HIRING. The Master Servicer agrees that during the term of this Agreement and any extensions or renewals thereof, and for one year thereafter, the Master Servicer shall not solicit for hire, or knowingly allow its employees to solicit for hire, any employees of the Subservicer without the prior written consent of the Subservicer. 31. ENTIRE AGREEMENT. This is the entire and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements oral and written, between the parties relating to this Agreement. 32. TRUSTEE AS THIRD PARTY BENEFICIARY. This Agreement has been made and entered into not only for the benefit of the Subservicer and the Master Servicer, but also for the benefit of the Trustee in connection with the financing of Eligible Loans, and upon assignment of the Master Servicing Agreement by the Master Servicer and the Trust to the Trustee, the provisions of this Agreement may be enforced not only by the parties to this Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall be under no duties or obligations hereunder. This Agreement shall inure to the benefit of the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of the Trustee, and the Trustee shall be under no duties or obligations hereunder. 11 If there is an Event of Default under the Indenture, the Trustee forecloses on its security interest on the Education Loans, and the Trustee seeks to become a party to this Agreement under this Section 32, then the Master Servicer shall cause the Trustee to assume all duties and obligations of the Master Servicer. 33. NO PETITION. Subservicer will not at any time institute against the Trust any bankruptcy proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations of the Trust under this Agreement. 34. REPLACEMENT MASTER SERVICER. In the event Master Servicer no longer acts as master servicer with respect to Education Loans held on behalf of the Trust, Subservicer agrees to assume all duties and obligations of the Master Servicer to service such Education Loans under the terms and pursuant to the Master Servicing Agreement. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 12 IN WITNESS WHEREFORE, the parties hereto have executed this Subservicing Agreement as of the date first written above. National Education Loan Network, Inc., Nelnet, Inc., a Nebraska corporation, a Nevada corporation, as Master Servicer as Subservicer By: /s/ Hannah Smitterberg By: /s/ Terry J. Heimes - -------------------------------- -------------------------------- Name: Hannah Smitterberg Name: Terry J. Heimes Title: Assistant Vice President Title: Chief Financial Officer 13 SCHEDULE "A" A. LOAN ORIGINATION FEE (Where Applicable). Twenty-Five Dollars ($25.00) per loan for Stafford, SLS and PLUS loan. Seventy-five Dollars ($75.00) per loan for Consolidated loans (if applicable). In addition, reimbursement for costs in the event a credit evaluation of the borrower is to be performed by the Subservicer. B. CONVERSION FEE. Five Dollars ($5.00) per account acquired by the Trust or NSLF and added to the Subservicer Servicing System during the period of time the borrower is in school. For periods of time other than when the borrower is in school, the fee will be Ten Dollars ($10.00) per account. There shall be no charge for loans already on the Subservicer's full servicing system. Notwithstanding the foregoing, should any portfolio present an "Extraordinary Conversion", requiring additional conversion services materially beyond that customarily provided for a normal acquisition of Education Loans, then the Master Servicer agrees to pay a conversion fee mutually agreed to between the Master Servicer and the Subservicer. For purposes of this Agreement, whether a portfolio presents an Extraordinary Conversion shall be determined after the data analysis and file review, have been conducted of the portfolio by the Subservicer. Factors to consider in determining whether a portfolio presents an Extraordinary Conversion are as follows: 1. Unprocessed data. 2. Degree to which the conversion may be automated versus manual. 3. Integrity of the documentation. Are the files complete? Does the data match the file content? 4. The Master Servicer's adherence to its obligations and delivery schedules. 5. Presence of backlogged processing in the portfolio. 6. Whether prior servicing had substantial noncompliance with the Education Act and Regulations. 7. Condition of the hard copy file documentation. After consideration of the foregoing factors, the Subservicer and the Master Servicer agree to come to mutual agreement at the beginning and once again at the end of the conversion of a particular portfolio as to whether they need to negotiate a mutually agreeable conversion fee. 14 C. INTERNAL TRANSFERS. Transfers from one customer identification number to a different customer identification number will be One Dollar and Fifty Cents ($1.50) per account transferred. D. MONTHLY SERVICING FEE - LOANS IN SCHOOL STATUS. The Carry-over Servicing Fees plus the lesser of (i) $2.25 per Borrower, subject to an annual increase for inflation not to exceed 2% per annum, (ii) 1/12 of 90 basis points (0.90%) of the outstanding principal balance of serviced Loans, or (iii) the fee based upon the number of unique Social Security Numbers ("SSN's") serviced by Subservicer as set forth below. Pricing for each tier is specific to the SSN's falling into that tier. For example, if the Trust has 35,000 SSN's on Subservicer's system, it will pay $4.10 per SSN for the first 25,000 SSN's and $3.65 per SSN for the additional 10,000 SSNs. ---------------------- ------------------------ ----------------------- Number of SSN's Per SSN Servicing Fee ---------------------- ------------------------ ------------------------ In School All $2.05 ---------------------- ------------------------ ------------------------ Repayment Tier ---------------------- ------------------------ ------------------------ 1 1 - 25,000 $4.10 ---------------------- ------------------------ ------------------------ 2 25,000 - 50,000 $3.65 ---------------------- ------------------------ ------------------------ 3 50,001 - 75,000 $3.45 ---------------------- ------------------------ ------------------------ 4 75.001 - 100,000 $3.10 ---------------------- ------------------------ ------------------------ 5 100,000 + $2.80 ---------------------- ------------------------ ------------------------ Notwithstanding the table above relating to clause (iii) above, those fees shall not apply in the event of appointment of a successor to Subservicer. E. MONTHLY SERVICING FEE - LOANS IN ANY STATUS OTHER THAN IN SCHOOL. The Carry-Over Servicing Fees plus the lesser of (i) $3.25 per Borrower, subject to an annual increase for inflation not to exceed 2% per annum, (ii) 1/12 of 90 basis points (0.90%) of the outstanding principal balance of serviced Loans, or (iii) the fees set forth in Section D(iii) above, provided, however, that such fees set forth in Section D(iii) above shall not apply in the event of appointment of a successor to Subservicer. F. ADDITIONAL CHARGES ON DELINQUENT LOANS. In addition to the fees as set forth in (D) or (E) above, a monthly fee of $2.25 per Borrower. 15 G. BILLING FOR SERVICING FEES. The full monthly servicing fee shall be paid commencing with the calendar month an account is disbursed on or converted to the Subservicer system. H. ADDITIONAL SERVICING ACTIVITY. Thirty-five Dollars ($35.00) per Education Loan referred for such cure services, plus ten percent (10%) of all sums made eligible for reinstatement of guarantee (including principal, interest and special allowance) as a result of successful performance of the Cure Procedures required by Guarantor. (This fee shall not apply to loans that have lost their guarantee due to an error or omission of the Subservicer.) I. MINIMUM MONTHLY FEE. There will be a minimum monthly fee of Seven Hundred and Fifty Dollars ($750.00) per month. J. REMOVAL FEE. Loans transferred off the Subservicer Servicing System prior to termination of this Agreement will be assessed a fee of Fifteen Dollars ($15.00) per account. K. DECONVERSION FEE. Loans transferred off the Subservicer Servicing System on or after termination of this Agreement will be assessed a fee of Twelve Dollars ($12.00) per account. L. RECONCILIATION OF GUARANTEE BILLING. Eighty cents ($.80) per account for the first disbursement. M. PLUS (OR OTHER LOAN) LOAN CREDIT CHECKS. Fees for obtaining a credit bureau report and evaluation will be Two Dollars and Fifty Cents ($2.50) per loan application. An additional fee of Fifty Cents ($.50) will be charged for those applications in which written authorization must first be obtained prior to pulling a credit bureau report. N. OTHER SERVICES For services requested by the Trust that are beyond the scope of those described in this Agreement, the fees shall be assessed as follow: (1) Supplies Cost Plus 15% (2) Training $40.00 per hour (3) Programming $70.00 per hour (4) Consulting $80.00 per hour Projects and services of this type shall be provided only after request by the Master Servicer and after time and total cost estimate is provided by the Subservicer. 16 O. LEGAL OPINIONS Cost plus five percent (5%). 17 EX-99.4 8 ex99-4.txt ADMINISTRATION AGREEMENT Exhibit 99.4 ADMINISTRATION AGREEMENT among NELNET STUDENT LOAN TRUST 2008-2, as Issuer M&T TRUST COMPANY OF DELAWARE, as Delaware Trustee, ZIONS FIRST NATIONAL BANK, as Indenture Trustee and NATIONAL EDUCATION LOAN NETWORK, INC., as Administrator Dated as of April 1, 2008 TABLE OF CONTENTS Page Section 1. Duties of the Administrator.....................................2 Section 2. Statements to Registered Owners.................................3 Section 3. Annual Statements as to Compliance; Notice of Default; Financial Statements............................................4 Section 4. Representations of Administrator................................4 Section 5. Liability of Administrator; Indemnities.........................5 Section 6. Limitation on Liability of Administrator and Others.............7 Section 7. Administrator May Own Notes.....................................7 Section 8. Records.........................................................7 Section 9. Compensation....................................................7 Section 10. Additional Information to be Furnished..........................7 Section 11. Independence of the Administrator...............................7 Section 12. No Joint Venture................................................8 Section 13. Other Activities of the Administrator...........................8 Section 14. Term of Agreement; Resignation and Removal of Administrator; Waiver of Past Defaults.........................................8 Section 15. Action upon Termination, Resignation or Removal.................9 Section 16. Notices........................................................10 Section 17. Amendments.....................................................10 Section 18. Successors and Assigns.........................................10 Section 19. Governing Law..................................................11 Section 20. Headings.......................................................11 Section 21. Counterparts...................................................11 Section 22. Severability...................................................11 Section 23. Limitation of Liability of Delaware Trustee and Indenture Trustee........................................................11 Section 24. No Petition....................................................11 EXHIBIT A POWER OF ATTORNEY THIS ADMINISTRATION AGREEMENT dated as of April 1, 2008 (as amended from time to time, this "Administration Agreement"), among NELNET STUDENT LOAN TRUST 2008-2, a Delaware statutory trust (the "Issuer"), M&T TRUST COMPANY OF DELAWARE, a Delaware trust company, not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee"), ZIONS FIRST NATIONAL BANK, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee"), and NATIONAL EDUCATION LOAN NETWORK, INC., a Nevada corporation, as Administrator (the "Administrator"). W I T N E S S E T H : WHEREAS, the Issuer will issue its (a) Student Loan Asset-Backed Notes, Series 2008-2 (the "Notes") pursuant to an Indenture of Trust, dated as of April 1, 2008, among the Issuer, Zions First National Bank, as eligible lender trustee (the "Eligible Lender Trustee"), and the Indenture Trustee (together with any Supplemental Indentures and any amendments thereto made in accordance with their respective terms, the "Indenture"); and (b) its Trust Certificates pursuant to a Trust Agreement, dated as of March 18, 2008 (the "Trust Agreement"), between the Delaware Trustee and Nelnet Student Loan Funding, LLC, as depositor (together with its successors in interest, the "Depositor"); and WHEREAS, pursuant to an Eligible Lender Trust Agreement, dated as of March 1, 2008 (the "Eligible Lender Agreement"), between the Issuer and the Eligible Lender Trustee, the Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans acquired by the Issuer as beneficial owner; and WHEREAS, pursuant to the Indenture, the Issuer is assigning its interests in the Financed Eligible Loans and other collateral (the "Collateral") to the Indenture Trustee; and WHEREAS, the Issuer and the Delaware Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Delaware Trustee referred to in the Indenture, the Trust Agreement, any Derivative Products, the Master Servicing Agreement, the Student Loan Purchase Agreements, the Custodian Agreement and the Eligible Lender Trust Agreement (each defined in the Indenture) (collectively, the "Basic Documents") and any other documents signed by the Delaware Trustee on behalf of the Issuer or required by the Higher Education Act with respect to the Financed Eligible Loans (collectively with the Basic Documents, the "Trust Related Agreements") and to provide such additional services consistent with the terms of this Administration Agreement and the Trust Related Agreements as the Issuer and the Delaware Trustee may from time to time request; and WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Delaware Trustee on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1 Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Basic Documents. SECTION 1. DUTIES OF THE ADMINISTRATOR. (a) DUTIES WITH RESPECT TO THE TRUST RELATED AGREEMENTS. The Administrator is authorized and directed to execute and deliver on behalf of the Issuer the Basic Documents to which the Issuer is a party and each certificate or other document attached as an exhibit to or contemplated by such Basic Documents, to the extent not otherwise executed and delivered by the Issuer. The Administrator agrees to perform all its duties as Administrator, the duties of the Issuer under the Trust Related Agreements and to act as calculation agent under the Derivative Products. In addition, the Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Indenture Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements or under the Higher Education Act. (b) ADDITIONAL DUTIES. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions. (iii) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. 2 (iv) In carrying out any of its obligations under this Administration Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors or auditors and enter into agreements with any of them. (c) NON-MINISTERIAL MATTERS. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action, and in any event shall not take any action, unless the Administrator shall have received instructions from the Delaware Trustee or the Depositor. For the purpose of the preceding sentence, "non-ministerial matters" shall mean: (A) the amendment of or any supplement to the Trust Related Agreements; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer or its agents or nominees for the collection of amounts owed in respect of Financed Eligible Loans; (C) the appointment of successor Administrators hereunder, successor Delaware Trustees under the Trust Agreement and successor Indenture Trustees pursuant to the Indenture, or the consent to the assignment by the Administrator or the Indenture Trustee of its obligations under the Indenture; (D) the removal of the Indenture Trustee or the Delaware Trustee; and (E) the amendment, change or modification of this Administration Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (1) reduce in any manner the amount of, or delay the timing of, or collections of payments with respect to the Financed Eligible Loans or (2) materially reduce the underwriting standards with respect to the Financed Eligible Loans. (ii) Notwithstanding anything to the contrary in this Administration Agreement, the Administrator shall not be obligated to, and shall not (A) make any payments to the Registered Owners under the Trust Related Agreements, (B) sell the Trust Estate pursuant to the Indenture or (C) take any action that the Issuer directs the Administrator not to take on its behalf. SECTION 2. STATEMENTS TO REGISTERED OWNERS. Two days preceding a Quarterly Distribution Date, the Administrator shall provide to the Indenture Trustee (with a copy to the Rating Agencies) solely for the purpose of having the Indenture Trustee forward on such Quarterly Distribution Date to each Registered Owner of record, a statement to noteholders in the form described in Section 4.20 of the Indenture. 3 The Indenture Trustee may conclusively rely on this instruction with no further duty to examine or determine the information therein. SECTION 3. ANNUAL STATEMENTS AS TO COMPLIANCE; NOTICE OF DEFAULT; FINANCIAL STATEMENTS. (a) The Administrator shall deliver to the Indenture Trustee and to the Rating Agencies within 90 days after the end of the fiscal year of the Administrator, a certificate of an officer of the Administrator (an "Officer's Certificate"), stating that (i) a review of the activities of the Administrator during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Date of Issuance to December 31, 2008) and of its performance under this Administration Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Administrator has fulfilled its obligations in all material respects under this Administration Agreement or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officer and the nature and status thereof. A copy of each such Officer's Certificate and each report referred to in Section 2 hereof may be obtained by any Registered Owner by a request in writing to the Indenture Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Indenture Trustee that such Person is one of the foregoing parties. (b) The Administrator shall deliver to the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event earlier than (15) Business Days prior to such default, written notice in an Officer's Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become a default of the Administrator hereunder. (c) All such reports as described in this Section to be provided to the Trust or the Issuer shall be sent or delivered to: Loan Acquisitions and Compliance Department, 121 South 13th Street, Suite 201, Lincoln, Nebraska 68508. SECTION 4. REPRESENTATIONS OF ADMINISTRATOR. The Administrator makes the following representations. The representations speak as of the execution and delivery of this Administration Agreement and as of the Date of Issuance and shall survive the sale of the Financed Eligible Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. (a) ORGANIZATION AND GOOD STANDING. The Administrator is duly organized and validly existing under the laws of the State of Nevada, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. 4 (b) POWER AND AUTHORITY. The Administrator has the corporate power and authority to execute and deliver this Administration Agreement and to carry out its terms, and the execution, delivery and performance of this Administration Agreement have been duly authorized by the Administrator by all necessary corporate action. (c) BINDING OBLIGATION. This Administration Agreement constitutes a legal, valid and binding obligation of the Administrator enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (d) NO VIOLATION. The consummation of the transactions contemplated by this Administration Agreement and the fulfillment of the terms hereof or thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the charter or bylaws of the Administrator, or any indenture, agreement or other instrument to which the Administrator is a party or by which it shall be bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Trust Related Agreements); nor violation of any law or, to the knowledge of the Administrator, any order, rule or regulation applicable to the Administrator of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties. (e) NO PROCEEDINGS. There are no proceedings or investigations pending against the Administrator or threatened against the Administrator, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties: (i) asserting the invalidity of this Administration Agreement or any of the other Trust Related Agreements or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Administration Agreement or any of the other Trust Related Agreements, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Administrator of its obligations under, or the validity or enforceability of, this Administration Agreement, any of the other Trust Related Agreements or the Notes or (iv) seeking to affect adversely the Federal or state income tax attributes of the Issuer or the Notes. (f) ALL CONSENTS. All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other government instrumentality required to be obtained, effected or given by the Administrator in connection with the execution and delivery by the Administrator of this Administration Agreement and the performance by the Administrator of the transactions contemplated by this Administration Agreement have been duly obtained, effected or given and are in full force and effect. 5 SECTION 5. LIABILITY OF ADMINISTRATOR; INDEMNITIES. (a) The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. (b) The Administrator shall indemnify, defend and hold harmless the Issuer, the Indenture Trustee, Eligible Lender Trustee and the Registered Owners and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, misconduct or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. (c) To the extent that an amount is due and payable to the Delaware Trustee or its officers, directors or employees pursuant to Section 7.03 of the Trust Agreement and is not paid, the Administrator shall pay to the Delaware Trustee or its officers, directors or employees, as applicable, pursuant to such Section 7.03 the unpaid portion of such amount due and payable. To the extent that an amount is due and payable to the Indenture Trustee pursuant to Section 7.05 of the Indenture and is not paid, and to the fullest extent permitted by applicable law, the Administrator shall pay to the Indenture Trustee pursuant to such Section 7.05 the unpaid portion of such amount due and payable. The Indenture Trustee or the Delaware Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the Delaware Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Trust Related Agreements. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee or the Delaware Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee or the Delaware Trustee, as applicable, and the Administrator in conducting the defense of such claim, the Indenture Trustee or the Delaware Trustee, as applicable, shall be entitled to separate counsel the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or the Delaware Trustee through the Indenture Trustee's or Delaware Trustee's, as applicable, own willful misconduct, negligence or bad faith. (d) Without limiting the generality of the foregoing, the Administrator shall indemnify, defend and hold harmless the Indenture Trustee and Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and against any and all liability relating to or resulting from any of the following: (i) any claim that the Financed Eligible Loans (or any guarantee with respect thereto) are delinquent, uncollectible, uninsured, illegal, invalid or unenforceable, as of the date of acquisition; 6 (ii) any claim that the Financed Eligible Loans have not been made, administered, serviced or collected in accordance with applicable federal and state laws or the requirements of any Guaranty Agency, as of the date of acquisition; or (iii) any claim that any original note or other document evidencing or relating to the Financed Eligible Loans has been lost, misplaced or destroyed, as of the date of acquisition. (e) For purposes of this Section, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto) as Administrator pursuant to the terms hereof or a resignation by such Administrator pursuant to this Administration Agreement, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 14 hereof. Indemnification under this Section shall survive the resignation or removal of the Indenture Trustee or the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Administrator, without interest. SECTION 6. LIMITATION ON LIABILITY OF ADMINISTRATOR AND OTHERS. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Delaware Trustee, the Registered Owners, the Indenture Trustee or Eligible Lender Trustee except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Administration Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (b) Except as provided in this Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to administer the Financed Eligible Loans and the Trust Estate in accordance with this Administration Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Administration Agreement and the other Trust Related Agreements and the rights and duties of the parties to this Administration Agreement and the other Trust Related Agreements and the interests of the Registered Owners under the Indenture and this Administration Agreement. 7 SECTION 7. ADMINISTRATOR MAY OWN NOTES. The Administrator and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Notes with the same rights as it would have if it were not the Administrator or an Affiliate thereof, except as expressly provided herein or in any other Trust Related Agreements. SECTION 8. RECORDS. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Indenture Trustee, the Registered Owners, the Delaware Trustee and the Depositor at any time during normal business hours. SECTION 9. COMPENSATION. As compensation for the performance of the Administrator's obligations under this Administration Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to the Administration Fee payable as set forth in the Indenture. The payment of the foregoing fee shall be solely an obligation of the Issuer, payable out of the Trust Estate. SECTION 10. ADDITIONAL INFORMATION TO BE FURNISHED. The Administrator shall furnish to the Issuer and the Indenture Trustee from time to time such additional information regarding the Trust Estate as the Issuer or the Indenture Trustee shall reasonably request. SECTION 11. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this Administration Agreement, the Administrator shall be an independent contractor and, notwithstanding its affiliation with the Issuer, shall not be subject to the supervision of the Issuer, the Indenture Trustee or the Delaware Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. SECTION 12. NO JOINT VENTURE. Nothing contained in this Administration Agreement (a) shall constitute the Administrator and any of the Issuer, the Indenture Trustee, the Delaware Trustee or the Depositor as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity; (b) shall be construed to impose any liability as such on any of them; or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. SECTION 13. OTHER ACTIVITIES OF THE ADMINISTRATOR. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its or their sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Delaware Trustee or the Indenture Trustee. SECTION 14. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR; WAIVER OF PAST DEFAULTS. (a) This Administration Agreement shall continue in force until the dissolution of the Issuer or replacement of the Administrator, upon which event this Administration Agreement shall automatically terminate. 8 (b) Subject to Section 14(e) and (f) hereof, the Administrator may resign its duties hereunder by providing the Issuer, the Delaware Trustee, the Depositor and the Indenture Trustee with at least 60 days' prior written notice. (c) Subject to Section 14(e) and (f) hereof, the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (d) Subject to Section 14(e), (f) and (g) hereof, the Administrator may be removed immediately upon written notice of termination from the Indenture Trustee, the Issuer or the Registered Owners of not less than 25% of the Highest Priority Obligations to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not cure such default within five days (or, if such default cannot be cured in such time, the failure to give, within ten days, such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) the commencement by the Administrator of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment by the Administrator for the benefit of its creditors, the Administrator declaring a moratorium with respect to its debts or failure by the Administrator to generally pay its debts as they become due; or (iii) the commencement in respect of the Administrator of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking by the Administrator of the appointment of a trustee, receiver, liquidator, custodian or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Subsection (d) shall occur, it shall give written notice thereof to the Delaware Trustee, the Registered Owners, the Indenture Trustee and the Rating Agencies within five Business Days after the happening of such event. The Administrator agrees that it will not commence or consent to the events specified in clause (ii) or (iii) without the prior written consent of the Issuer, the Indenture Trustee and the Delaware Trustee for so long as any Note is Outstanding. (e) No resignation or removal of the Administrator pursuant to this Section 14 shall be effective until (i) a successor Administrator shall have been appointed by the Indenture Trustee, the Issuer or the Registered Owners of not less than 25% of the Highest Priority Obligations (with the consent of the Delaware Trustee and the Indenture Trustee) and (ii) shall have agreed in writing to be bound by the terms of this Administration Agreement in the same manner and to the same extent as the Administrator is bound hereunder. 9 (f) The appointment of any successor Administrator shall be effective only if each Rating Agency shall have been given 10 days' prior notice of such proposed appointment, and a Rating Confirmation shall have been obtained with respect to such appointment. (g) With respect to Section 14(d) above, the Registered Owners of a majority of the Highest Priority Obligations may waive any default by the Administrator which does not adversely affect the Indenture Trustee, the Issuer or the Registered Owners. No waiver of any Administrator default pursuant to this Section 14(g) will impair the rights of the Registered Owners of a majority of the Highest Priority Obligation to exercise rights with respect to future Administrator defaults pursuant to Section 14(d) above. SECTION 15. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the effective date of termination of this Administration Agreement pursuant to Section 14(a) hereof or the resignation or removal of the Administrator pursuant to Section 14(b) or (c) hereof, respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 14 hereof deliver to the Issuer all property and documents of or relating to the Trust Estate then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 14(b) or (c) hereof, respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator. SECTION 16. NOTICES. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: If to the Issuer, to: Nelnet Student Loan Trust 2008-2 c/o M&T Trust Company of Delaware 1220 North Market Street, Suite 202 Mail Code MD1-WD22 Wilmington, Delaware 19801 Attention: Rita Marie Ritrovato If to the Administrator, to: National Education Loan Network, Inc. 121 South 13th Street, Suite 201 Lincoln, Nebraska 68505 Attention: Carol Aversman 10 If to the Indenture Trustee, to: Zions First National Bank 717 Seventeenth Street, Suite 301 Denver, Colorado 80202 Attention: Corporate Trust Department If to the Delaware Trustee, to: M&T Trust Company of Delaware 1220 North Market Street, Suite 202 Wilmington, Delaware 19801 Attention: Corporate Trust Administration or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above. SECTION 17. AMENDMENTS. Other than for non-material amendments, this Administration Agreement may be amended from time to time by the parties hereto so long as a Rating Confirmation has been obtained with respect to such material amendment. SECTION 18. SUCCESSORS AND ASSIGNS. This Administration Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer, the Delaware Trustee and the Indenture Trustee, and unless a Rating Confirmation has been obtained with respect to such assignment. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner and to the same extent as the Administrator is bound hereunder. Notwithstanding the foregoing, this Administration Agreement may be assigned by the Administrator without the consent of the Issuer, the Indenture Trustee or the Delaware Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, or an affiliate of the Administrator; provided that such successor organization executes and delivers to the Issuer, the Delaware Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of the assignment in the same manner and to the same extent as the Administrator is bound hereunder, and a Rating Confirmation shall have been obtained with respect to such assignment. Subject to the foregoing, this Administration Agreement shall bind any such permitted successors or assigns of the parties hereto. SECTION 19. GOVERNING LAW. THIS ADMINISTRATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) APPLICABLE TO CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. SECTION 20. HEADINGS. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Administration Agreement. 11 SECTION 21. COUNTERPARTS. This Administration Agreement 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 22. SEVERABILITY. Any provision of this Administration Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 23. LIMITATION OF LIABILITY OF DELAWARE TRUSTEE AND INDENTURE TRUSTEE. Notwithstanding anything contained herein to the contrary, this instrument has been executed by each of M&T Trust Company of Delaware and Zions First National Bank, not in their individual capacity but solely in its capacity as Delaware Trustee or Indenture Trustee, respectively, and in no event shall M&T Trust Company of Delaware or Zions First National Bank in their individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. SECTION 24. NO PETITION. The parties hereto will not at any time institute against the Issuer any bankruptcy proceeding under any United States federal or State bankruptcy or similar law in connection with any obligations of the Issuer under this Administration Agreement or any Basic Document. 12 IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and delivered as of the day and year first above written. NELNET STUDENT LOAN TRUST 2008-2 By: M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee By /s/ Rita Marie Ritrovato ---------------------------------------- Name Rita Marie Ritrovato -------------------------------------- Title Assistant Vice President ------------------------------------- M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee By /s/ Rita Marie Ritrovato ---------------------------------------- Name Rita Marie Ritrovato -------------------------------------- Title Assistant Vice President ------------------------------------- ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as Indenture Trustee By /s/ David W. Bata ---------------------------------------- David W. Bata, Vice President NATIONAL EDUCATION LOAN NETWORK, INC., as Administrator By /s/ Hannah Smitterberg ---------------------------------------- Hannah Smitterberg Assistant Vice President 13 EXHIBIT A POWER OF ATTORNEY STATE OF DELAWARE ) ) COUNTY OF NEW CASTLE ) KNOW ALL MEN BY THESE PRESENTS, that Nelnet Student Loan Trust 2008-2 (the "Issuer"), does hereby make, constitute and appoint National Education Loan Network, Inc., as Administrator under the Administration Agreement, dated as of April 1, 2008 (the "Administration Agreement"), among the Issuer, M&T Trust Company of Delaware, as Delaware Trustee, Zions First National Bank, as Indenture Trustee, and National Education Loan Network, Inc., as Administrator, as the same may be amended from time to time, and its agents and attorneys, as Attorney-in-Fact to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, including, without limitation, to appear for and represent the Issuer in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Issuer, and with full power to perform any and all acts associated with such returns and audits that the Issuer could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. All powers of attorney for this purpose heretofore filed or executed by the Issuer are hereby revoked. Capitalized terms that are used and not otherwise defined herein shall have the meanings ascribed thereto in the Administration Agreement. EXECUTED as of this 1st day of April, 2008. NELNET STUDENT LOAN TRUST 2008-2 By: M&T TRUST COMPANY OF DELAWARE, not in its individual capacity but solely as Delaware Trustee By /s/ Rita Marie Ritrovato ---------------------------------------- Name Rita Marie Ritrovato -------------------------------------- Title Assistant Vice President ------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----