NELNET STUDENT LOAN TRUST ____-__



                            [FORM OF TRUST AGREEMENT]



                                 BY AND BETWEEN



                        NELNET STUDENT LOAN FUNDING, LLC,
                    AS INITIAL CERTIFICATEHOLDER AND SPONSOR,



                                       AND



                            WILMINGTON TRUST COMPANY
                               AS DELAWARE TRUSTEE



                               DATED AS OF [DATE]



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                                    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........................................................5
Section 2.03.     Office and Situs of Trust...................................5
Section 2.04.     Authority...................................................6
Section 2.05.     Powers and Authority........................................6
Section 2.06.     Declaration of Trust by Delaware Trustee....................8
Section 2.07.     The Indenture...............................................8
Section 2.08.     Title to Trust Estate.......................................8
Section 2.09.     Agreements Not to Institute Bankruptcy Proceedings;
                  Covenants...................................................8
Section 2.10.     Appointment of Delaware Trustee............................11
Section 2.11.     Federal Income Tax Allocations.............................11
Section 2.12.     Limitations on Certificateholders..........................11
Section 2.13.     Administration.............................................11
Section 2.14.     Additional Contributions...................................12
Section 2.15.     Principal Place of Business................................12
Section 2.16.     Liability of the Certificateholders and the
                  Delaware Trustee...........................................12

                                   Article III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.     Initial Beneficial Ownership................................12
Section 3.02.     The Certificates............................................12
Section 3.03.     Authentication of Certificates..............................13
Section 3.04.     Registration of Transfer and Exchange of Certificates.......13
Section 3.05.     Mutilated, Destroyed, Lost or Stolen Certificates...........15
Section 3.06.     Persons Deemed Owners.......................................16
Section 3.07.     Access to List of Certificateholders' Names and Addresses...16
Section 3.08.     Maintenance of Office or Agency.............................16
Section 3.09.     Terms of Certificates Binding...............................16


<PAGE>


                                   Article IV

                           DISTRIBUTIONS AND PAYMENTS

Section 4.01.     Distribution of Payments....................................16
Section 4.02.     Payments From Trust Estate Only.............................17
Section 4.03.     Method of Payment...........................................18
Section 4.04.     Trust Payment Date Statement................................18

                                    Article V

                           DUTIES OF DELAWARE TRUSTEE

Section 5.01.     Notice of Default...........................................18
Section 5.02.     Action Upon Instruction.....................................19
Section 5.03.     Indemnification.............................................20
Section 5.04.     No Duties Except as Specified in Transaction Documents......21
Section 5.05.     No Action Except Under Specified Documents or Instructions..21
Section 5.06.     Action by Certificateholders with Respect to Bankruptcy.....21
Section 5.07.     Discharge of Liens..........................................21

                                   Article VI

                                DELAWARE TRUSTEE

Section 6.01.     Acceptance of Trusts and Duties.............................21
Section 6.02.     Furnishing of Documents.....................................24
Section 6.03.     No Representations or Warranties as to Trust Estate.........24
Section 6.04.     No Segregation of Moneys; No Interest.......................24
Section 6.05.     Reliance; Advice of Counsel.................................24
Section 6.06.     Not Acting in Individual Capacity...........................25
Section 6.07.     Books and Records...........................................25
Section 6.08.     Tax Returns.................................................25

                                   Article VII

                   ASSUMPTION OF LIABILITY AND PAYMENT FOR DELAWARE TRUSTEE

Section 7.01.     Compensation and Expenses...................................26
Section 7.02.     Indemnification.............................................26
Section 7.03.     Certificateholders To Assume Liability......................27

                                  Article VIII

                            TERMINATION OF INDENTURE

Section 8.01.     Termination in General......................................27
Section 8.02.     Termination at Option of Certificateholders.................27
Section 8.03.     Termination.................................................28

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                                   Article IX

              SUCCESSOR DELAWARE TRUSTEES, CO-DELAWARE TRUSTEES AND
                           SEPARATE DELAWARE TRUSTEES

Section 9.01.     Resignation and Successors..................................28
Section 9.02.     Co-Delaware Trustees and Separate Delaware Trustees.........29
Section 9.03.     Changes in Identity of a Delaware Trustee...................29

                                    Article X

                                  MISCELLANEOUS

Section 10.01.    Amendment...................................................30
Section 10.02.    No Title to Trust Estate, Etc...............................31
Section 10.03.    Sale of the Trust Estate by Delaware Trustee is Binding.....31
Section 10.04.    Limitations on Rights of Others.............................31
Section 10.05.    Notices, Etc................................................31
Section 10.06.    Severability................................................32
Section 10.07.    Separate Counterparts.......................................32
Section 10.08.    Successors and Assigns......................................32
Section 10.09.    Governing Law...............................................32
Section 10.10.    No Liability of Certificateholders..........................32
Section 10.11.    Actions by the Certificateholders...........................32

EXHIBIT A......CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS
EXHIBIT B......FORM OF STATUTORY 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



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                                 TRUST AGREEMENT


                THIS TRUST AGREEMENT, dated as of [DATE] (as may be amended from
time to time), by and among NELNET STUDENT LOAN FUNDING, LLC, a Delaware limited
liability company, as the Initial Certificateholder and Sponsor, and WILMINGTON
TRUST COMPANY (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"), is being entered into in order to establish
a Delaware statutory trust to be known as Nelnet Student Loan Trust ____-__.

                              W I T N E S S E T H:

        WHEREAS, the Sponsor 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:

        "ADMINISTRATION AGREEMENT" means that certain Administration Agreement
dated as of [DATE] by and 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 Nelnet Loan Services, Inc., a Nebraska
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 Senior Vice President,
Secretary, Treasurer, any Vice President, any Assistant Vice President or any
Financial Services Officer thereof.

        "BANKRUPTCY ACTION" means (i) commencing any case, proceeding or other
action or filing a petition under any existing or future bankruptcy, insolvency
or similar law seeking (A) to adjudicate the Trust a bankrupt or insolvent, (B)
to have an order for relief entered with respect to the Trust, or (C)
reorganization, arrangement, adjustment, wind-up, liquidation, dissolution,
composition or other relief with respect to the Trust or its debts, (ii)
consenting to the institution of bankruptcy or insolvency proceedings against
the Trust, (iii) seeking or consenting to the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar

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official) of the Trust or a substantial part of its property, (iv) except as
required by law, admitting its inability to pay its debts generally as they
become due, (v) failing generally to pay the debts of the Trust as such debts
become due within the meaning of the Federal Bankruptcy Code, as determined by a
relevant bankruptcy court, (vi) making a general assignment by the Trust for the
benefit of creditors, or (vii) authorizing, taking any action in furtherance of,
consenting to or acquiescing in any of the foregoing or any similar action or
other proceedings under any United States Federal or state bankruptcy or
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, this
Trust Agreement or any of the other Transaction Documents.

        "BENEFICIAL OWNER" means the owners of Certificates as determined for
federal income tax purposes, taking into account the provisions of Treasury
Regulation 1.7704-1(h).

        "CERTIFICATE" means a certificate issued by the Trust evidencing the
beneficial ownership interests 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.

        "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its individual
capacity but solely in its capacity as trustee of the Trust under this Trust
Agreement, and its successors in interest.

        "INDENTURE" means the Indenture of Trust dated as of [DATE], by and
among Nelnet Student Loan Trust ____-__ and Zions First National Bank, as
indenture trustee and eligible lender trustee, as supplemented or amended from
time to time.

        "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); (iv) is not a trustee, conservator or receiver for the
Trust or any of its affiliates (other than in its capacity as Delaware Trustee
for the Trust); 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 CERTIFICATE HOLDER" means Nelnet  Student Loan Funding, LLC.

        "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.

        "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.

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        "PAYMENTS" has the meaning specified in Section 4.01(b).

        "PERCENTAGE INTEREST" means with respect to any Certificate the
percentage interest set forth on the face of such Certificate.

        "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, 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.

        "REGISTRAR" means the Delaware Trustee, or its designee, as Registrar
hereunder.

        "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).

        "SECURITIES ACT" means the Securities Act of 1933, as amended.

        "SPONSOR" means Nelnet Student Loan Funding, LLC, a Delaware limited
liability company.

        "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, and its successors and assigns.

        "TRANSACTION DOCUMENTS" has the meaning specified in Section 2.05(a)(i).

        "TRUST" means the Nelnet Student Loan Trust ____-__ established pursuant
to this Trust Agreement.

        "TRUST AGREEMENT" means this Trust Agreement dated as of [DATE], by and
between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and
Sponsor, and Wilmington Trust Company, as Delaware Trustee.

        "TRUST COMPANY" means Wilmington Trust Company, 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.

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<PAGE>

        "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.

        "UCC FINANCING STATEMENT" shall have the meaning set forth in Section
2.05(c) hereof.

        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.

                (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," "hereof" 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.

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                                   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 Sponsor and the Delaware
Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to
be known as Nelnet Student Loan Trust ____-__. Simultaneously with the execution
hereof, the Sponsor shall make a contribution to the Trust as the Sponsor'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 Agreement and other assignment agreements by and between the Sponsor,
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 Sponsor 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 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 Treasury Regulation 301.7701-2(c)(2) 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 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 ____-__, 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. The Trust shall be located and
administered in the State of Delaware. The Trust shall not have any employees in
any state other than 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 only office of the Trust shall be the corporate trust office of the Delaware
Trustee in Delaware.

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        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 student loans, issuing Notes
        from time to time, 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), one or more student loan purchase agreements,
                note purchase agreements, servicing agreements, sub-servicing
                agreements, eligible lender trust agreements, guaranty
                agreements, custodial agreements, investment 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;

                        (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
                Delaware Trustee or the Trust, as applicable, by the documents
                referred to in clause (i) above;

                        (iii) to originate and acquire Eligible Loans;

                        (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 direction of the Required
                Certificateholders or the Administrator take whatever action
                shall be required to be taken by the Delaware Trustee 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;

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<PAGE>

                        (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) upon a Certificateholder making available to the
                Delaware Trustee the amounts necessary to pay the expenses
                arising with respect to the Transaction Documents to the extent
                not paid by a Certificateholder or pursuant to the Transaction
                Documents, to pay such expenses as directed by the
                Certificateholder or the Administrator and to note such payment
                on the books of the Trust;

                        (x) 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
                respective form attached hereto;

                        (xiii) take such other actions as are specified herein
                or are incidental to the foregoing; and

                        (xiv) 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.

                (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 Section 2.05(a)
        hereof. 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, the Trust is hereby
        authorized to execute, deliver and perform the Indenture, each Student
        Loan Purchase Agreement and such financing statements (UCC-1 and UCC-3)
        evidencing the security interests granted by the Trust (the "UCC
        Financing Statement") pursuant to any of the foregoing agreements and/or
        the assignment of the Trust's interests in collateral pledged or
        assigned to the Trust pursuant to any of the foregoing documents, and
        the Delaware Trustee is hereby authorized to execute and deliver such
        documents on behalf of the Trust without any approval, consent or other
        action by any party hereto, and such execution, delivery and performance
        do not and shall be deemed not to conflict with or violate any provision
        of this Trust Agreement or any duty or restriction hereunder of any
        party hereto.

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<PAGE>

        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
such agreements.

        SECTION 2.08. TITLE TO TRUST ESTATE.

                (a) 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 (i) 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 (ii) 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
        Agreement or the Indenture and the Trust Estate shall have a beneficial
        interest therein.

                (b) The Certificateholders shall not have legal title to any
        part of the Trust Estate. No transfer by operation of law or otherwise
        of any interest of a Certificateholder shall operate to terminate this
        Trust Agreement or the trust hereunder or entitle any transferee to an
        accounting or to the transfer to it of any part of the Trust Estate.

        SECTION 2.09. AGREEMENTS NOT TO INSTITUTE BANKRUPTCY PROCEEDINGS;
COVENANTS.

                (a) Notwithstanding any other provision to the contrary of this
        Trust Agreement or any other agreement, document or instrument executed
        by the Trust and notwithstanding any prior termination of this Trust
        Agreement, the Certificateholders shall not take or authorize any
        Bankruptcy Action.

                (b) So long as the Indenture is in effect, and except as
        otherwise provided in the Indenture and the Transaction Documents:

                        (i) The Trust shall not engage in any business or
                activity other than in connection with or relating to the
                purchase or acquisition and ownership of the Trust Estate, the
                grant of such Trust Estate to the Trustee and the activities
                specified in Section 2.05.

                        (ii) The Trust 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, or pledge its
                assets to any other entity except as provided in the Transaction
                Documents.

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<PAGE>

                        (iii) The Trust shall not dissolve or liquidate, in
                whole or in part.

                        (iv) The Trust shall not be, become or hold itself out
                as being liable for the debts of any other Person, or hold out
                its credit as being available to satisfy the obligation of any
                other Person, and the Trust and the Sponsor will not act as
                agents for each other.

                        (v) The Trust shall not form, or cause to be formed, any
                subsidiaries.

                        (vi) The Trust shall act solely in its Trust name and
                through its duly Authorized Officers or agents in the conduct of
                its business, shall prepare all Trust correspondence in the
                Trust name, shall hold itself out as a separate entity from any
                other Person, shall conduct its business so as not to mislead
                others as to the identity of the entity with which they are
                concerned and shall correct any known misunderstanding regarding
                its separate identity.

                        (vii) The Trust shall maintain statutory trust records,
                accounts and books of account and shall not commingle its
                statutory trust records, accounts and books of account with the
                organizational or other records, accounts and books of account
                of any other corporation or entity and such records, accounts
                and books of account shall reflect the separate existence of the
                Trust. The books of the Trust may be kept (subject to any
                provision contained in any applicable statutes) inside or
                outside the State of Delaware at such place or places as may be
                designated from time to time by the Trust.

                        (viii) The Trust shall take such actions as may be
                necessary to authorize all of its actions as may be required by
                law.

                        (ix) This Section 2.09 shall not be amended, altered,
                changed or repealed, except as may be permitted pursuant to the
                Transaction Documents.

                        (x) The Trust shall not amend this Trust Agreement,
                except as may be permitted pursuant to the Transaction
                Documents.

                        (xi) The Trust shall (1) conduct its business in an
                office separate from that of the Certificateholders, (2)
                maintain stationery, invoices and checks separate from that of
                any other Person, (3) pay all of its own expenses and
                liabilities from its own funds, (4) observe all statutory
                formalities, (5) pay the salaries of its own employees and
                maintain a sufficient number of employees in light of its
                contemplated business operations, (6) maintain an arm's length
                relationship with its affiliates and (7) maintain separate
                financial statements from any other Person. The Trust shall not
                (A) pledge (except pursuant to the Transaction Documents), lend
                or advance any moneys to, or make an investment in, any Person,
                (B) make any capital expenditures, (C) subject to Section 5.06,
                take any Bankruptcy Action, or (D) guarantee (directly or
                indirectly), endorse or otherwise become contingently liable
                (directly or indirectly) for, or pay from its funds, the
                obligations or indebtedness of, or (except pursuant to the
                Transaction Documents) own or purchase any stock, obligations or
                securities of or any other interest in, or make any capital
                contribution to, any other Person.

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<PAGE>

                        (xii) The Trust shall allocate fairly and reasonably
                with any other Person expenses that are shared with such Person
                including, without limitation, any overhead, rent, or other
                compensation paid for shared or leased office space.

                        (xiii) The Trust (A) has maintained and shall maintain
                its valid existence, rights and franchises in good standing as a
                statutory trust under the laws of the State of Delaware and will
                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; (B) has observed and shall observe all
                procedures required by this Trust Agreement and the laws of the
                State of Delaware; and (C) has otherwise complied and shall
                otherwise comply with the provisions of this Trust Agreement and
                the Trust Statute.

                        (xiv) Financial and operational services, including,
                without limitation, maintenance of the books and records of the
                Trust and preparation of the financial statements shall be
                performed on behalf of the Trust by independent contractors or
                employees of the Administrator or its affiliates. The entity
                performing services or incurring expenses in connection with
                such services for the Trust shall receive compensation for such
                services rendered or expenses incurred in an amount equal to the
                fair value of such services and expenses. To the extent that the
                Trust leases premises from a Certificateholder or affiliates of
                a Certificateholder, the Trust shall pay appropriate
                compensation or rental. The Trust shall be directly responsible
                for the costs of its own outside legal, auditing and other
                similar services and shall provide for its own operating
                expenses and liabilities from its own funds. The amounts
                deposited into the Trust and the cash flow expected to be
                received by the Trust under the Indenture is expected to be
                sufficient to meet the fees and costs of the Delaware Trustee
                and the Administrator for the Trust and the reasonably
                anticipated expenses and liabilities of the Trust.

                        (xv) The annual financial statements of the Trust shall
                disclose the effects of these transactions in accordance with
                generally accepted accounting principles. The consolidated
                financial statements which consolidate the assets and earnings
                of any Certificateholder with those of the Trust shall contain a
                footnote stating that the assets of any of the foregoing shall
                not be available to creditors of a Certificateholder. The
                financial statements (if any) of the Trust shall disclose that
                the assets of the Trust are not available to pay creditors of
                any Certificateholder or any other affiliate (other than the
                obligations of the Certificateholder to pay the expenses of and
                to indemnify the Delaware Trustee).

                        (xvi) The Trust will not guarantee any indebtedness of
                or make loans to a Certificateholder.

                        (xvii) Except for the Delaware Trustee's standard
                practice regarding maintenance of funds and assets, the funds
                and other assets of the Trust will not be commingled with those
                of any other Person and shall be maintained as identifiable fund
                and assets held in the name of the Trust.

                                       10
<PAGE>

                        (xviii) The Trust shall not enter into any contract or
                agreement with any its Certificateholders or their affiliates
                except on terms that are intrinsically fair, commercially
                reasonable, and substantially similar to those that would be
                available on an arms-length basis with third parties, and
                transact all business with its Certificateholders and or their
                affiliates pursuant to written, enforceable agreements with
                pricing and material terms established at the inception that
                will not be amendable except with written consent of each of the
                parties to the agreement).

                        (xix) The Trust shall maintain adequate capital for the
                normal obligations reasonably foreseeable in for the size and
                character of the activities of the Trust and in light of its
                proposed operations and liabilities (provided that this clause
                shall not be deemed a commitment by any Certificateholder to
                deposit additional amounts into the Trust).

                        (xx) The Trust shall not enter into any agreements,
                written or otherwise, pursuant to which the Certificateholder
                agrees to extend credit or make payment or contributions to or
                for or assume, guaranty or otherwise be obligated for the
                payment or performance of the Trust; provided, however, that any
                Certificateholder may make any deposit to the Trust that such
                Certificateholder determines to be in the Certificateholder's
                best interest).

        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. LIMITATIONS ON CERTIFICATEHOLDERS. Each Certificateholder
by accepting an interest in the Trust agrees that it will not enter into any
agreements, written or otherwise, between the Certificateholder and the Trust or
any other party (other than the obligations of the Certificateholder under
Sections 5.03, 6.08 and Article VII hereof) pursuant to which the
Certificateholder agrees to extend credit or make payment or contributions to or
for or assume, guaranty or otherwise be obligated for the payment or performance
of the Trust. This provision shall not prohibit any Certificateholder from
making any capital contributions to the Trust that such Certificateholder
determines to be in the Certificateholder's best interest.

        SECTION 2.13. 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


                                       11
<PAGE>

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 monthly as provided
herein and in the Indenture.

        SECTION 2.14. 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 2.15. PRINCIPAL PLACE OF BUSINESS. The Trust shall maintain its
principal place of business and chief executive office in the State of Delaware.

        SECTION 2.16. LIABILITY OF THE CERTIFICATEHOLDERS AND THE DELAWARE
TRUSTEE. To the fullest extent permitted by law, no Certificateholder shall have
any personal liability for any liability or obligation of the Trust for any
losses, claims, damages, liabilities and expenses of the Trust. The Delaware
Trustee shall not have any liability or obligation with respect to the
Certificateholders except as otherwise provided herein.

                                  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 Sponsor pursuant to Section 2.01 and until the
issuance of Certificates, the Sponsor 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 to this Trust
        Agreement. 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.

                                       12
<PAGE>

                (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.

        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,
executed by the Trust by manual signature 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, 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.

                (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, 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"), 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 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. Each Certificateholder of a Certificate 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.

                                       13
<PAGE>

                (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, 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
        3.04 may be relied on conclusively by the Trust, Delaware Trustee, the
        Administrator and the transferring Certificateholder in determining
        whether the provisions hereof have been complied with.

                (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 Section 3.04(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 Section 3.04(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 3.04 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,
        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.

                                       14
<PAGE>

                (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 Trust 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; (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.

                (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 of 1933, as amended, the Securities Act of 1934,
        as amended, applicable state securities law or the Investment Company
        Act; 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
or the Registrar 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 3.05, 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


                                       15
<PAGE>

other reasonable expenses (including the reasonable fees and expenses of the
Trust, Delaware Trustee, the Administrator and the Registrar) connected
therewith. Any duplicate Certificate issued pursuant to this Section 3.05 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, 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) and for all
other purposes whatsoever, and none of the Trust, 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.

        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
        Trustee that the Indenture shall have been discharged pursuant to its
        terms, all revenues and receipts of any kind whatsoever generated by,


                                       16
<PAGE>

        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 Trustee or any
        other person shall ever be deemed to constitute the 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 Trustee, or
        received on account of any amounts referred to in clause FIRST of
        Section 4.01(b) hereof or Article VII.

                (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
        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.

        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 Sections 2.05(a)(ix), 2.12 and 2.14 with funds to be
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 Delaware Trustee shall have actually received such income or


                                       17
<PAGE>

proceeds from the Trust Estate and such proceeds are not required to be remitted
to the Trustee pursuant to Section 4.01(a) hereof or the Indenture. Each
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
4.02 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, Administrator, or
        Certificateholders pursuant to Section 4.01(b) a statement substantially
        in the form of Exhibit B attached 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), 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 Nelnet Student Loan 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
        Nelnet Student Loan 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 Nelnet Student Loan Trust ____-__ pursuant to the
        Indenture, and may rely upon each of the reports provided by Nelnet
        Student Loan Trust ____-__ pursuant to the Indenture delivered to it by
        or on behalf of the 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 Class, the Delaware Trustee shall give prompt telephonic notice (to the


                                       18
<PAGE>

extent telephone numbers are on file with the Delaware Trustee) followed by, or
in the alternative, written notice by facsimile or overnight courier for receipt
within 48 hours of discovery thereof to the Sponsor and the 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 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, (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 (iii) 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 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.

                                       19
<PAGE>

                (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 any 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 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 direction of each Certificateholder, to (a) remove or replace the
        Eligible Lender Trustee, any Servicer, the Administrator or any other
        administrator or (b) except as expressly provided in the Transaction
        Documents, sell the Financed Student 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 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.

                                       20
<PAGE>

        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 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.

                                   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


                                       21
<PAGE>

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, the Delaware Trustee is further authorized
from time to time to take such action as the Required Certificateholders
instructs 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.
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 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;

                (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;

                                       22
<PAGE>

                (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 Sponsor 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 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;

                (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; and

                                       23
<PAGE>

                (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.

        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 Sponsor and the Administrator, 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.

        SECTION 6.04. NO SEGREGATION OF MONEYS; NO INTEREST. Except 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, except to the extent required by applicable law and Section 2.09 hereof,
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


                                       24
<PAGE>

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
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, shall 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 a Certificateholder at such
times as the 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 6.08, 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.

                                       25
<PAGE>

                                  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 Sponsor 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.

        SECTION 7.02. INDEMNIFICATION. 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 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,
such 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
7.02 is also subject to indemnification by another party to any of the documents
specifically referenced herein, 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 7.02 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.

                                       26
<PAGE>

        SECTION 7.03. CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent not
paid pursuant to Section 4.01(b) 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 and not paid by the Trust. The
liabilities and indemnities contained in this Section 7.03 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 provided in this Trust Agreement with respect to the Trust Company, in
its individual capacity) and all such expenses and liabilities shall be payable
solely from the Trust Estate.

                                  ARTICLE VIII

                            TERMINATION OF INDENTURE

        SECTION 8.01. TERMINATION IN GENERAL. After the termination of the
Indenture in accordance with its terms, this Trust Agreement and the Trust shall
terminate and be of no further force or effect upon 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, 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, 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, the Trust shall 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, the Certificateholders may not so terminate
this Trust Agreement or the Trust.

                                       27
<PAGE>

        SECTION 8.03. TERMINATION. Upon the completion of winding up of the
Trust, including the payment or the 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 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 Agreement (other than Article VII)
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.
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 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 Trust
Company 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 that is an Independent Trustee and either (a) having 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


                                       28
<PAGE>

Moody's (so long as Moody's provides a Rating on any of the Obligations) 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.

        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 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 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 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 if required by the Trust Statute, and, at the 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.

                                       29
<PAGE>

                                   ARTICLE X

                                  MISCELLANEOUS

                           SECTION 10.01. AMENDMENT.

                (a) Subject to Section 2.09(b)(ix) hereof, this Trust Agreement
        may be amended by a written instrument 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 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 withdrawal, downgrade or qualifications of the then current
        ratings of the obligations; 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 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 10.01 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 10.01 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 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.

                                       30
<PAGE>

SECTION 10.02. NO TITLE TO TRUST ESTATE, ETC. Notwithstanding anything herein to
the contrary, and pursuant to Section 3805 of the Trust Statute, a
Certificateholder shall have only an undivided beneficial interest in the Trust
Estate. Each Certificateholder's indirect interest in the Trust Estate shall be
limited and governed in all respects by the provisions of this Trust Agreement.
The Certificateholders shall not have title to or any other interest in any part
of the Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to its individual beneficial ownership interest
herein only in accordance with this Trust Agreement. No transfer, by operation
of law or otherwise, of any right, title or interest of a Certificateholder in
and to the Trust Estate or hereunder shall operate to terminate this Trust
Agreement, the Trust or the trusts hereunder or entitle any successor or
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Estate. Any obligation of the Delaware Trustee hereunder or of the
Trust under the Indenture or any other document contemplated hereby or thereby
may be performed, under extraordinary circumstances, by one or more of the
Certificateholders and any such performance 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.

        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 provided in
Section 10.10, 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 Certificateholders and the 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, cable, mail (by certified
or registered mail, return receipt requested) or by reputable overnight courier
to the following addresses:

        if to the Delaware Trustee:  Wilmington Trust Company
                                     Rodney Square North
                                     1100 North Market Street
                                     Wilmington, DE  19890
                                     Attention:  Corporate Trust Administration
                                     Phone: (302) 651-1000
                                     FAX: (302) 636-4140

                                       31
<PAGE>

        if to the Sponsor:           Nelnet Student Loan Funding, LLC
                                     121 South 13th Street, Suite 201
                                     Lincoln, NE  88508
                                     Attention: Terry J. Heimes
                                     Phone: (402) 458-2300
                                     FAX: (402) 458-2399

        if to the Trustee:           To such Person and at such address as may
                                     be specified in the Indenture.

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. 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 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 10.09. 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 10.10. NO LIABILITY OF CERTIFICATEHOLDERS. Except as provided in
Sections 5.03, 6.07, 6.08 and Article VII, or in any other document, agreement
or instrument executed by the Certificateholders, neither the Certificateholders
nor the Administrator shall be liable for any losses, claims, damages,
liabilities and expenses of the Trust (including expenses, to the extent not
paid out of the Trust Estate).

        SECTION 10.11. 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 Certificateholders then holding a majority of
the Percentage Interests.

                           [SIGNATURE PAGE TO FOLLOW]

                                       32
<PAGE>


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 Sponsor



                              By:  NELNET STUDENT LOAN FUNDING
                                   MANAGEMENT CORPORATION, as
                                   Manager and Special Member


                                  By
                                     -------------------------------------------
                                      Jeffrey R. Noordhoek, Vice President


                              WILMINGTON   TRUST  COMPANY,   in  its  individual
                              capacity and in its capacity as Delaware Trustee



                              By
                                 -----------------------------------------------
                              Name:
                                    --------------------------------------------
                              Title:
                                    --------------------------------------------



                                       33
<PAGE>

                                    EXHIBIT A

                    CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS

                   Sponsor                      Percentage Interest
                   -------                      -------------------

Nelnet Student Loan Funding, LLC                       100%

(Aggregate principal amount of Trust Estate)
     TOTAL                                             100%



<PAGE>
<TABLE>
<CAPTION>

                                    EXHIBIT B

                      FORM OF TRUST PAYMENT DATE STATEMENT

                    For the Payment Date dated _____ __, ____

Nelnet Student Loan Trust ____-__


<S>                                                                           <C>
(1) Amount received from the 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)):                                                 $
                                                                                 ---------

</TABLE>

<PAGE>


                                    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.


        THE TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR
ANY INTEREST IN THE ADMINISTRATOR OR WILMINGTON TRUST COMPANY.

        Certificate No. __________

        Percentage Interest evidenced by this Certificate: ___%

                                   CERTIFICATE
                   Issued by Nelnet Student Loan Trust ____-__


        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 Wilmington Trust Company.

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 ____-__ (the "Trust"). The
Trust was created pursuant to a Trust Agreement dated as of [DATE] (the "Trust
Agreement") by and between Nelnet Student Loan Funding, LLC, as Initial
Certificateholder and Sponsor (the "Sponsor"), and Wilmington Trust Company, 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 and will not be registered under 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.


<PAGE>

        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, 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 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 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, 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
<PAGE>

        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 Person 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, 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,
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
<PAGE>

        IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly
executed.

        Dated: __________, _____

                             Nelnet Student Loan Trust ____-__

                             By:   Wilmington   Trust   Company,   not  in  its
                             individual  capacity but solely in its capacity as
                             Delaware  Trustee of the Nelnet Student Loan Trust
                             ____-__:



                             By
                                -----------------------------------------------
                             Name:
                                   --------------------------------------------
                             Title:
                                    -------------------------------------------



This is one of the Certificates referenced in
the within-mentioned Trust Agreement:

        By
          -------------------------------------
        Authorized Signatory of Wilmington Trust Company,
        not in its individual capacity but solely in its
        capacity as Delaware Trustee of
        the Nelnet Student Loan Trust ____-__

                                      C-4
<PAGE>

                                   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
<PAGE>


                                    EXHIBIT D

                            FORM OF TRANSFEROR LETTER


                                     [DATE]

[Name and Address of Addressees]

        Re:     Nelnet Student Loan Trust ____-__ formed pursuant to the Trust
                Agreement dated as of [DATE] by and between Nelnet Student Loan
                Funding, LLC, as Initial Certificateholder and Sponsor, and
                Wilmington Trust Company, 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 such Certificates
have not been registered under the Securities Act of 1933, as amended (the
"Act"), and are being disposed by us in a transaction that is exempt from the
registration requirements of the 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 Act.

                                 Very truly yours,


                                 [NAME OF TRANSFEROR]



                                 By
                                    --------------------------------------------
                                         Authorized Officer





<PAGE>

                                    EXHIBIT E

                            FORM OF INVESTMENT LETTER


                                     [DATE]


[Name and Address of Addressees]

        Re:     Nelnet Student Loan Trust ____-__ formed pursuant to the Trust
                Agreement dated as of [DATE] by and between Nelnet Student Loan
                Funding, LLC, as Initial Certificateholder and Sponsor, and
                Wilmington Trust Company, 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 "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 Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the 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 its entire investment
in the Certificates, (c) we have had the opportunity to ask questions of and
have receive 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 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

<PAGE>

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 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 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

<PAGE>

                                    EXHIBIT F

                            FORM OF RULE 144A LETTER

                                     [DATE]




[Name and Address of Addressees]

        Re:     Nelnet Student Loan Trust ____-__ formed pursuant to the Trust
                Agreement dated as of [DATE] by and between Nelnet Student Loan
                Funding, LLC, as Initial Certificateholder and Sponsor, and
                Wilmington Trust Company, 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
"Act"), or any state securities laws and are being transferred to us in a
transaction that is exempt from the registration requirements of the 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,
(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

<PAGE>

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
<PAGE>
1
                              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.
------------
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.

<PAGE>

                      Broker-dealer. The Buyer is a dealer registered pursuant
               to Section 15 of the Securities Exchange Act of 1934.

                      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.

                      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) 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
<PAGE>

               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
<PAGE>

                              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 SEC 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.

<PAGE>

               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-