FORM OF INDENTURE OF TRUST




                                 by and between




                       NELNET STUDENT LOAN TRUST 200__-__




                                       and




                           ZIONS FIRST NATIONAL BANK,
                                   as Trustee









                            Dated as of _____, 200__


<PAGE>


                       NELNET STUDENT LOAN TRUST 200__-__

        Reconciliation and tie between Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act" or "TIA") and Indenture of Trust, dated as of _____,
200__.

          TRUST INDENTURE ACT SECTION                   INDENTURE SECTION
Section 310(a)(1)                                              7.23
310(a)(2)                                                      7.23
310(b)                                                         7.23, 7.09
Section 311(a)                                                 7.08
311(b)                                                         7.08
Section 312(b)                                                 9.16
312(c)                                                         9.16
Section 313(a)                                                 4.15
313(b)                                                         4.15
313(c)                                                         4.15, 8.04
Section 314(a)(1)                                              4.15
314(a)(2)                                                      4.15
314(a)(3)                                                      4.15
314(a)(4)                                                      4.16
314(c)                                                         2.02, 5.06
314(d)(1)                                                      5.06
Section 315(b)                                                 8.04
Section 317(a)(1)                                              4.17, 6.10
317(a)(2)                                                      7.24
Section 318(a)                                                 9.09
318(c)                                                         9.09
--------------------
NOTE:  This  reconciliation  and tie shall not, for any  purpose,  be deemed to
be a part of the Indenture.

        Attention should also be directed to Section 318(c) of the Trust
Indenture Act, which provides that the provisions of Sections 310 to and
including 317 of the Trust Indenture Act are a part of and govern every
qualified indenture, whether or not physically contained therein.



<PAGE>


                                    ARTICLE I


DEFINITIONS AND USE OF PHRASES.................................................3


                                   ARTICLE II
                         note DETAILS and FORM OF NOTES

Section 2.01.     Note Details................................................25
Section 2.02.     Execution, Authentication and Delivery of Notes.............25
Section 2.03.     Registration, Transfer and Exchange of Notes; Persons
                  Treated as Registered Owners................................26
Section 2.04.     Lost, Stolen, Destroyed and Mutilated Notes.................27
Section 2.05.     Trustee's Authentication Certificate........................27
Section 2.06.     Cancellation and Destruction of Notes by the Trustee........27
Section 2.07.     Temporary Notes.............................................27
Section 2.08.     Issuance of Notes...........................................28
Section 2.09.     Definitive Notes............................................28
Section 2.10.     Payment of Principal and Interest...........................28


                                   ARTICLE III
     PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS; AND DERIVATIVE PRODUCTS

Section 3.01.     Parity and Priority of Lien.................................29
Section 3.02.     Other Obligations...........................................29
Section 3.03.     Derivative Products; Counterparty Payments;
                  Issuer Derivative Payments..................................30


                                   ARTICLE IV
                   PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER

Section 4.01.     Payment of Principal and Interest...........................30
Section 4.02.     Covenants as to Additional Conveyances......................30
Section 4.03.     Further Covenants of the Issuer.............................31
Section 4.04.     Enforcement of Servicing Agreements.........................32
Section 4.05.     Procedures for Transfer of Funds............................33
Section 4.06.     Additional Covenants with Respect to the Act................33
Section 4.07.     Financed Eligible Loans; Collections Thereof; Assignment
                  Thereof.....................................................34
Section 4.08.     Appointment of Agents, Direction to Trustee, Etc............35
Section 4.09.     Capacity to Sue.............................................35
Section 4.10.     Continued Existence; Successor to Issuer....................35
Section 4.11.     Amendment of Student Loan Purchase Agreements...............35
Section 4.12.     Representations; Negative Covenants.........................35
Section 4.13.     Additional Covenants........................................41
Section 4.14.     Providing of Notice.........................................42
Section 4.15.     Certain Reports.............................................42
Section 4.16.     Statement as to Compliance..................................43
Section 4.17.     Representations of the Issuer Regarding the Trustee's
                  Security Interest...........................................43
Section 4.18.     Further Covenants of the Issuer Regarding the Trustee's
                  Security Interest...........................................44

                                       ii
<PAGE>


                                    ARTICLE V
                                      FUNDS

Section 5.01.     Creation and Continuation of Funds and Accounts.............44
Section 5.02.     Acquisition Fund............................................45
Section 5.03.     Collection Fund.............................................45
Section 5.04.     Reserve Fund................................................51
Section 5.05.     Investment of Funds Held by Trustee.........................52
Section 5.06.     Release.....................................................53


                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default Defined...................................54
Section 6.02.     Remedy on Default; Possession of Trust Estate...............55
Section 6.03.     Remedies on Default; Advice of Counsel......................56
Section 6.04.     Remedies on Default; Sale of Trust Estate...................56
Section 6.05.     Appointment of Receiver.....................................57
Section 6.06.     Restoration of Position.....................................57
Section 6.07.     Application of Sale Proceeds................................57
Section 6.08.     Acceleration of Maturity; Rescission and Annulment..........57
Section 6.09.     Remedies Not Exclusive......................................58
Section 6.10.     Collection of Indebtedness and Suits for Enforcement by
                  Trustee.....................................................58
Section 6.11.     Direction of Trustee........................................59
Section 6.12.     Right to Enforce in Trustee.................................59
Section 6.13.     Physical Possession of Obligations Not Required.............60
Section 6.14.     Waivers of Events of Default................................60


                                   ARTICLE VII
                                   THE TRUSTEE

Section 7.01.     Acceptance of Trust.........................................60
Section 7.02.     Recitals of Others..........................................61
Section 7.03.     As to Filing of Indenture...................................61
Section 7.04.     Trustee May Act Through Agents..............................62
Section 7.05.     Indemnification of Trustee..................................62
Section 7.06.     Trustee's Right to Reliance.................................63
Section 7.07.     Compensation of Trustee.....................................64
Section 7.08.     Trustee May Own Notes.......................................64
Section 7.09.     Resignation of Trustee......................................64
Section 7.10.     Removal of Trustee..........................................65
Section 7.11.     Successor Trustee...........................................65
Section 7.12.     Manner of Vesting Title in Trustee..........................65
Section 7.13.     Additional Covenants by the Trustee to Conform to the Act...66
Section 7.14.     Right of Inspection.........................................66
Section 7.15.     Limitation with Respect to Examination of Reports...........66
Section 7.16.     Servicing Agreement.........................................66
Section 7.17.     Additional Covenants of Trustee.............................66
Section 7.18.     Duty of Trustee with Respect to Rating Agencies.............67
Section 7.19.     Merger of the Trustee.......................................67
Section 7.20.     Receipt of Funds from Servicer..............................67
Section 7.21.     Special Circumstances Leading to Resignation of Trustee.....68
Section 7.22.     Survival of Trustee's Rights to Receive Compensation,
                  Reimbursement and Indemnification...........................68
Section 7.23.     Corporate Trustee Required; Eligibility; Conflicting
                  Interests...................................................68
Section 7.24.     Trustee May File Proofs of Claim............................68
Section 7.25.     No Petition.................................................69


                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

Section 8.01.     Supplemental Indentures Not Requiring Consent of
                  Registered Owners...........................................69
Section 8.02.     Supplemental Indentures Requiring Consent of Registered
                  Owners......................................................70
Section 8.03.     Additional Limitation on Modification of Indenture..........71
Section 8.04.     Notice of Defaults..........................................71
Section 8.05.     Conformity with the Trust Indenture Act.....................72


                                   ARTICLE IX
                               GENERAL PROVISIONS

Section 9.01.     Notices.....................................................72
Section 9.02.     Covenants Bind Issuer.......................................73
Section 9.03.     Lien Created................................................74
Section 9.04.     Severability of Lien........................................74
Section 9.05.     Consent of Registered Owners Binds Successors...............74
Section 9.06.     Nonliability of Persons; No General Obligation..............74
Section 9.07.     Nonpresentment of Notes or Interest Checks..................74
Section 9.08.     Security Agreement..........................................74
Section 9.09.     Laws Governing..............................................74
Section 9.10.     Severability................................................75
Section 9.11.     Exhibits....................................................75
Section 9.12.     Non-Business Days...........................................75
Section 9.13.     Parties Interested Herein...................................75
Section 9.14.     Obligations Are Limited Obligations.........................75
Section 9.15.     Counterparty Rights.........................................75
Section 9.16.     Disclosure of Names and Addresses of Registered Owners......75
Section 9.17.     Aggregate Principal Amount of Obligations...................75
Section 9.18.     Financed Eligible Loans.....................................76
Section 9.19.     Concerning the Delaware Trustee.............................76

                                      iii

<PAGE>

                                    ARTICLE X
               PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE

Section 10.01.    Trust Irrevocable...........................................76
Section 10.02.    Satisfaction of Indenture...................................76
Section 10.03.    Optional Purchase of All Financed Eligible Loans............78
Section 10.04.    Auction of Financed Eligible Loans..........................79
Section 10.05.    Cancellation of Paid Notes..................................79

APPENDIX A        CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE NOTES
ATTACHMENT A      NOTICE OF PAYMENT DEFAULT
attachment b      NOTICE OF CURE OF PAYMENT DEFAULT
ATTACHMENT C      NOTICE OF PROPOSED CHANGE IN LENGTH OF ONE OR MORE
                  AUCTION PERIODS
ATTACHMENT D      NOTICE ESTABLISHING CHANGE IN LENGTH OF ONE OR MORE
                  AUCTION PERIODS
ATTACHMENT E      NOTICE OF CHANGE IN AUCTION DATE
EXHIBIT A         ELIGIBLE LOAN ACQUISITION CERTIFICATE
EXHIBIT B-1       FORM OF CLASS A-1 NOTE
EXHIBIT B-2       FORM OF CLASS A-2 NOTE
EXHIBIT B-3       FORM OF CLASS A-3 NOTE
EXHIBIT B-4       FORM OF CLASS A-4 NOTE
EXHIBIT B-5       FORM OF CLASS A-5 NOTE
EXHIBIT B-6       FORM OF CLASS A-6 NOTE
EXHIBIT B-7       FORM OF CLASS B NOTE
EXHIBIT C         FORM OF ADMINISTRATOR'S MONTHLY SERVICING PAYMENT DATE
                  CERTIFICATE
EXHIBIT D         FORM OF ADMINISTRATOR'S DISTRIBUTION DATE CERTIFICATE

                                       iv
<PAGE>

                               INDENTURE OF TRUST


        THIS INDENTURE OF TRUST, dated as of _____, 200__ (this "Indenture"), is
by and between NELNET STUDENT LOAN TRUST 200__-__ (the "Issuer"), a statutory
trust duly organized and existing under the laws of the State of Delaware (the
"State"), and ZIONS FIRST NATIONAL BANK, a national banking association duly
organized and operating under the laws of the United States of America (together
with its successors, the "Trustee"), as trustee hereunder and eligible lender
trustee (the "Eligible Lender Trustee") under the Eligible Lender Trust
Agreement (all capitalized terms used in these preambles, recitals and granting
clauses shall have the same meanings assigned thereto in Article I hereof);

                              W I T N E S S E T H :

        WHEREAS, the Issuer represents that it is duly created as a statutory
trust under the laws of the State and that by proper action has duly authorized
the execution and delivery of this Indenture, which Indenture provides for the
payment of student loan asset-backed notes (the "Notes") and the payments to any
Counterparty (as defined herein); and

        WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are
deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions; and

        WHEREAS, the Trustee has agreed to accept the trusts herein created upon
the terms herein set forth; and

        WHEREAS, it is hereby agreed between the parties hereto, the Registered
Owners of the Notes (the Registered Owners evidencing their consent by their
acceptance of the Notes) and any Counterparty (the Counterparty evidencing its
consent by its execution and delivery of a Derivative Product (as defined
herein)) that in the performance of any of the agreements of the Issuer herein
contained, any obligation it may thereby incur for the payment of money shall
not be general debt on its part, but shall be secured by and payable solely from
the Trust Estate, payable in such order of preference and priority as provided
herein;

        NOW, THEREFORE, the Issuer, and as appropriate the Eligible Lender
Trustee, in consideration of the premises and acceptance by the Trustee of the
trusts herein created, of the purchase and acceptance of the Notes by the
Registered Owners thereof, of the execution and delivery of any Derivative
Product by a Counterparty and the Issuer and the acknowledgement thereof by the
Trustee, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, do hereby GRANT, CONVEY, PLEDGE,
TRANSFER, ASSIGN AND DELIVER to the Trustee, for the benefit of the Registered
Owners of the Notes, any Counterparty (to secure the payment of any and all
amounts which may from time to time become due and owing to a Counterparty
pursuant to any Derivative Product), all of the moneys, rights and properties
described in the granting clauses A through F below (the "Trust Estate"), as
follows:

<PAGE>

                                GRANTING CLAUSE A

        The Available Funds and Accounts (other than moneys released from the
lien of the Trust Estate as provided herein);

                                GRANTING CLAUSE B

        All moneys and investments held in the Funds and Accounts created under
Section 5.01 hereof, including all proceeds thereof and all income thereon;

                                GRANTING CLAUSE C

        The Financed Eligible Loans and all obligations of the obligors
thereunder including all moneys accrued and paid thereunder on or after the
Cutoff Date;

                                GRANTING CLAUSE D

        The rights of the Issuer and/or the Eligible Lender Trustee in and to
the Eligible Lender Trust Agreements, any Servicing Agreement, the Student Loan
Purchase Agreements, the Administration Agreement, the Custodian Agreements and
the Guarantee Agreements as the same relate to Financed Eligible Loans;

                                GRANTING CLAUSE E

        The rights of the Issuer in and to the Derivative Product; provided,
however, that this Granting Clause E shall not be for the benefit of a
Counterparty with respect to its Derivative Product; and

                                GRANTING CLAUSE F

        Any and all other property, rights and interests of every kind or
description that from time to time hereafter is granted, conveyed, pledged,
transferred, assigned or delivered to the Trustee as additional security
hereunder.

        TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or
hereafter acquired, unto the Trustee and its successors or assigns;

        IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for
the equal and proportionate benefit and security of all present and future
Registered Owners of the Notes, without preference of any Note over any other,
except as provided herein, and for enforcement of the payment of the Notes in
accordance with their terms, and all other sums payable hereunder (including
payments due and payable to any Counterparty) or on the Notes, and for the
performance of and compliance with the obligations, covenants and conditions of
this Indenture, as if all the Notes and other Obligations (as defined herein) at
any time Outstanding had been executed and delivered simultaneously with the
execution and delivery of this Indenture;

        PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid, the principal of the Notes and the


                                       2
<PAGE>

interest due and to become due thereon, or provide fully for payment thereof as
herein provided, at the times and in the manner mentioned in the Notes according
to the true intent and meaning thereof, and shall make all required payments
into the Funds as required under Article V hereof, or shall provide, as
permitted hereby, for the payment thereof by depositing with the Trustee sums
sufficient to pay or to provide for payment of the entire amount due and to
become so due as herein provided (including payments due and payable to any
Counterparty), then this Indenture (other than Sections 4.13, 4.14 (for a period
of 90 days) and 7.05 hereof) and the rights hereby granted shall cease,
terminate and be void; otherwise, this Indenture shall be and remain in full
force and effect;

        NOW, THEREFORE, it is mutually covenanted and agreed as follows:

                                   ARTICLE I

                         DEFINITIONS AND USE OF PHRASES

        Capitalized terms used herein and not otherwise defined shall have the
meanings set forth below or in Appendix A hereto unless the context clearly
requires otherwise:

        "ACCOUNT" shall mean any of the accounts created and established within
any Fund by this Indenture.

        "ACQUISITION FUND" shall mean the Fund by that name created in Section
5.01(a) hereof and further described in Section 5.02 hereof, including any
Accounts and Subaccounts created therein.

        "ACT" shall mean the Higher Education Act of 1965, as amended or
supplemented from time to time, or any successor federal act and all
regulations, directives, bulletins and guidelines promulgated from time to time
thereunder.

        "ADJUSTED POOL BALANCE" shall mean, for any Quarterly Distribution Date
as determined by the Administrator, (a) if the Pool Balance as of the last day
of the related Collection Period is greater than 50% of the Initial Pool
Balance, the sum of such Pool Balance, and the Specified Reserve Fund Balance
for that Quarterly Distribution Date; or (b) if the Pool Balance as of the last
day of the related Collection Period is less than or equal to 50% of the Initial
Pool Balance, that Pool Balance.

        "ADMINISTRATION AGREEMENT" shall mean the Administration Agreement dated
as of _____, 200__, among the Issuer, the Administrator, the Trustee and the
Delaware Trustee, as supplemented and amended.

        "ADMINISTRATION FEE" shall mean an amount equal to 0.18% per annum,
based on the aggregate principal amount of the Pool Balance at any time, as
determined by the Administrator; provided, however, that if the Financed
Eligible Loans are not optionally purchased pursuant to Section 10.03 hereof and
the Financial Eligible Loans are not sold on the Trust Auction Date pursuant to
Section 10.04 hereof, the Administration Fee shall be reduced to an amount equal
to ____% per annum, based on the aggregate principal amount of the Pool Balance
at any time, as determined by the Administrator.

                                       3
<PAGE>

        "ADMINISTRATOR" shall mean Nelnet, Inc. in its capacity as administrator
of the Trust and the Financed Eligible Loans, or any successor thereto in
accordance with the Administration Agreement.

        "AFFILIATE" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

        "AUCTION RATE CARRY-OVER AMOUNT" shall mean, for a class of Auction Rate
Notes, the Class A-5 Carry-Over Amount, the Class A-6 Carry-Over Amount or the
Class B Carry-Over Amount, as applicable, in each case, to the extent owed
pursuant to Appendix A hereto (including interest accrued thereon as specified
therein).

        "AUCTION RATE NOTES" shall mean, collectively, the Class A-5 Notes, the
Class A-6 Notes and the Class B Notes.

        "AUCTION RATE NOTES ACCRUED INTEREST AMOUNT" shall mean, for any
Quarterly Distribution Date, the sum of the Class A-5 Noteholders' Accrued
Interest Amount, the Class A-6 Noteholders' Accrued Interest Amount and the
Class B Noteholders' Accrued Interest Amount for such Quarterly Distribution
Date.

        "AUTHORIZED REPRESENTATIVE" shall mean, when used with reference to the
Issuer, any Person duly authorized by the Trust Agreement to act on the Issuer's
behalf.

        "AVAILABLE FUNDS" shall mean, with respect to a Distribution Date or any
related Monthly Servicing Payment Date, the sum of the following amounts
received to the extent not previously distributed: (a) all collections received
by the Servicer on the Financed Eligible Loans (including late fees received by
the Servicer with respect to the Financed Eligible Loans and payments from any
Guaranty Agency received with respect to the Financed Eligible Loans but net of
(i) any collections in respect of principal on the Financed Eligible Loans
applied by the Issuer to repurchase guaranteed loans from the Guaranty Agencies
in accordance with the Guarantee Agreements; (ii) amounts required by the Act to
be paid to the Department (including, but not limited to, rebate fees owed with
respect to consolidation loans) or to be repaid to borrowers (whether or not in
the form of a principal reduction of the applicable Financed Eligible Loan),
with respect to the Financed Eligible Loans; and (iii) any proceeds used to
purchase Eligible Loans which constitute "add-on consolidation loans"); (b) any
Interest Benefit Payments and Special Allowance Payments received by the Trustee
with respect to Financed Eligible Loans; (c) all Liquidation Proceeds from any
Financed Eligible Loans which became Liquidated Financed Eligible Loans in
accordance with the Servicer's customary servicing procedures, and all other
moneys collected with respect to any Liquidated Financed Eligible Loan which was
written off, net of the sum of any amounts expended by the Servicer in
connection with such liquidation and any amounts required by law to be remitted
to the obligor on such Liquidated Financed Eligible Loan; (d) the aggregate


                                       4
<PAGE>

Purchase Amounts received for Financed Eligible Loans repurchased by the Seller
or purchased by the Servicer or for serial loans sold to another eligible lender
pursuant to the Servicing Agreement; (e) the aggregate amounts, if any, received
from the Seller or the Servicer, as the case may be, as reimbursement of
non-guaranteed interest amounts, or lost Interest Benefit Payments and Special
Allowance Payments, with respect to the Financed Eligible Loans pursuant to the
Student Loan Purchase Agreement or the Servicing Agreement, respectively; (f)
other amounts received by the Servicer pursuant to its role as Servicer under
the Servicing Agreement and payable to the Issuer in connection therewith; (g)
all interest earned or gain realized from the investment of amounts in any Fund
or Account; and (h) any payments received under the Derivative Products from the
Counterparties in respect of such Distribution Date. "Available Funds" shall be
determined pursuant to the terms of this definition by the Administrator and
reported to the Trustee. Amounts described in (a)(i), (ii) and (iii) hereof
shall be paid by the Trustee upon receipt of a written direction from the
Administrator. The Trustee may conclusively rely on such determinations without
further duty to review or examine such information.

        "BASIC DOCUMENTS" shall mean the Trust Agreement, this Indenture, the
Servicing Agreement, the Administration Agreement, the Student Loan Purchase
Agreements, the Custodian Agreements, the Guarantee Agreements, the Eligible
Lender Trust Agreement, the Derivative Products, the Auction Agent Agreement,
the Broker-Dealer Agreements and other documents and certificates delivered in
connection with any thereof.

        "BUSINESS DAY" shall mean (a) for purposes of the LIBOR-Rate Notes, (i)
for purposes of calculating LIBOR, any day on which banks in New York, New York
and London, England are open for the transaction of international business; and
(ii) for all other purposes, any day other than a Saturday, Sunday, holiday or
other day on which the New York Stock Exchange or banks located in New York, New
York or the city in which the principal office of the Trustee or the Auction
Agent is located, are authorized or permitted by law or executive order to
close; and (b) for the purposes of the Auction Rate Notes, the definition of
"Business Day" set forth in Appendix A hereto.

        "CARRYOVER SERVICING FEE" shall mean fees designated by the
Administrator as "Carryover Servicing Fees" in a written direction and as more
fully defined in the Servicing Agreement.

        "CERTIFICATE OF INSURANCE" shall mean any Certificate evidencing that a
Financed Eligible Loan is Insured pursuant to a Contract of Insurance.

        "CERTIFICATE OF TRUST" shall mean the certificate filed with the
Secretary of State of the State establishing the Issuer under Delaware law.

        "CLASS A NOTEHOLDER" shall mean the Person in whose name a Class A Note
is registered in the Note registration books of the Trustee.

        "CLASS A NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for any
Auction Rate Distribution Date or Quarterly Distribution Date and a class of
Class A Notes, the Class A-1 Noteholders' Interest Distribution Amount, the
Class A-2 Noteholders' Interest Distribution Amount, the Class A-3 Noteholders'
Interest Distribution Amount, the Class A-4 Noteholders' Interest Distribution
Amount, the Class A-5 Noteholders' Interest Distribution Amount or the Class A-6
Noteholders' Interest Distribution Amount, as applicable, in each case to the
extent payable on such Auction Rate Distribution Date or Quarterly Distribution
Date.

                                       5
<PAGE>

        "CLASS A NOTES" shall mean, collectively, the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the
Class A-6 Notes secured on a senior priority to the Class B Obligations.

        "CLASS A OBLIGATIONS" shall mean Class A Notes and the Derivative
Products, the priority of payment of which is equal with that of Class A Notes.

        "CLASS A PERCENTAGE" shall mean, for any Quarterly Distribution Date,
100% less the Class B Percentage.

        "CLASS A PRINCIPAL DISTRIBUTION AMOUNT" shall mean, for any Quarterly
Distribution Date, the product of the Principal Distribution Amount and the
Class A Percentage.

        "CLASS A-1 MATURITY DATE" shall mean the __________,____ Quarterly
Distribution Date.

        "CLASS A-1 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-1
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-1 Noteholders on such preceding Quarterly Distribution Date, plus
interest on the amount of such excess interest due to the Class A-1 Noteholders,
to the extent permitted by law, at the interest rate borne by the Class A-1
Notes from such immediately preceding Quarterly Distribution Date to the current
Quarterly Distribution Date, as determined by the Administrator.

        "CLASS A-1 NOTEHOLDER" shall mean the Person in whose name a Class A-1
Note is registered in the Note registration books of the Trustee.

        "CLASS A-1 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with
respect to any Quarterly Distribution Date, the sum of (a) the amount of
interest accrued at the Class A-1 Rate for the related Interest Accrual Period
on the aggregate outstanding principal balances of the Class A-1 Notes
immediately prior to such Quarterly Distribution Date; and (b) the Class A-1
Note Interest Shortfall for such Quarterly Distribution Date, as based on the
actual number of days in such Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal place, as determined by the
Administrator.

        "CLASS A-1 NOTES" shall mean the $_________ Student Loan Asset-Backed
Notes, Class A-1 issued by the Issuer pursuant to this Indenture, substantially
in the form of Exhibit B-1 hereto.

        "CLASS A-1 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus ____%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class A-1 Rate shall be determined by reference to the following formula:

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<PAGE>

        x + [__/__* (y-x)] plus ____%, as determined by the Administrator.

        where:

        x = Two-Month LIBOR, and

        y = Three-Month LIBOR.

        "CLASS A-2 MATURITY DATE" shall mean the _________, ____, Quarterly
Distribution Date.

        "CLASS A-2 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-2
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-2 Noteholders on such preceding Quarterly Distribution Date, plus
interest on the amount of such excess interest due to the Class A-2 Noteholders,
to the extent permitted by law, at the interest rate borne by the Class A-2
Notes from such immediately preceding Quarterly Distribution Date to the current
Quarterly Distribution Date, as determined by the Administrator.

        "CLASS A-2 NOTEHOLDER" shall mean the Person in whose name a Class A-2
Note is registered in the Note registration books of the Trustee.

        "CLASS A-2 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with
respect to any Quarterly Distribution Date, the sum of (a) the amount of
interest accrued at the Class A-2 Rate for the related Interest Accrual Period
on the aggregate outstanding principal balances of the Class A-2 Notes
immediately prior to such Quarterly Distribution Date; and (b) the Class A-2
Note Interest Shortfall for such Quarterly Distribution Date, as based on the
actual number of days in such Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal place, as determined by the
Administrator.

        "CLASS A-2 NOTES" shall mean the $___________ Student Loan Asset-Backed
Notes, Class A-2 issued by the Issuer pursuant to this Indenture, substantially
in the form of Exhibit B-2 hereto.

        "CLASS A-2 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus ____%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class A-2 Rate shall be determined by reference to the following formula:

        x + [__/__* (y-x)] plus ____%, as determined by the Administrator.

        where:

        x = Two-Month LIBOR, and

        y = Three-Month LIBOR.

        "CLASS A-3 MATURITY DATE" shall mean the _____________, Quarterly
Distribution Date.

                                       7
<PAGE>

        "CLASS A-3 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-3
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-3 Noteholders on such preceding Quarterly Distribution Date, plus
interest on the amount of such excess interest due to the Class A-3 Noteholders,
to the extent permitted by law, at the interest rate borne by the Class A-3
Notes from such immediately preceding Quarterly Distribution Date to the current
Quarterly Distribution Date, as determined by the Administrator.

        "CLASS A-3 NOTEHOLDER" shall mean the Person in whose name a Class A-3
Note is registered in the Note registration books of the Trustee.

        "CLASS A-3 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with
respect to any Quarterly Distribution Date, the sum of (a) the amount of
interest accrued at the Class A-3 Rate for the related Interest Accrual Period
on the aggregate outstanding principal balances of the Class A-3 Notes
immediately prior to such Quarterly Distribution Date; and (b) the Class A-3
Note Interest Shortfall for such Quarterly Distribution Date, as based on the
actual number of days in such Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal place, as determined by the
Administrator.

        "CLASS A-3 NOTES" shall mean $___________ Student Loan Asset-Backed
Notes, Class A-3 issued by the Issuer pursuant to this Indenture, substantially
in the form of Exhibit B-3 hereto.

        "CLASS A-3 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus ____%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class A-3 Rate shall be determined by reference to the following formula:

        x + [__/__* (y-x)] plus ____%, as determined by the Administrator.

        where:

        x = Two-Month LIBOR, and

        y = Three-Month LIBOR.

        "CLASS A-4 MATURITY DATE" shall mean the _________ Quarterly
Distribution Date.

        "CLASS A-4 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-4
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-4 Noteholders on such preceding Quarterly Distribution Date, plus
interest on the amount of such excess interest due to the Class A-4 Noteholders,
to the extent permitted by law, at the interest rate borne by the Class A-4
Notes from such immediately preceding Quarterly Distribution Date to the current
Quarterly Distribution Date, as determined by the Administrator.

                                       8
<PAGE>

        "CLASS A-4 NOTEHOLDER" shall mean the Person in whose name a Class A-4
Note is registered in the Note registration books of the Trustee.

        "CLASS A-4 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with
respect to any Quarterly Distribution Date, the sum of (a) the amount of
interest accrued at the Class A-4 Rate for the related Interest Accrual Period
on the aggregate outstanding principal balances of the Class A-4 Notes
immediately prior to such Quarterly Distribution Date; and (b) the Class A-4
Note Interest Shortfall for such Quarterly Distribution Date, as based on the
actual number of days in such Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal place, as determined by the
Administrator.

        "CLASS A-4 NOTES" shall mean the $____________ Student Loan Asset-Backed
Notes, Class A-4 issued by the Issuer pursuant to this Indenture, substantially
in the form of Exhibit B-4.
        "CLASS A-4 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus ____%,
as determined by the Administrator; provided, however, that if the Sponsor does
not exercise its option to purchase the Financed Eligible Loans pursuant to
Section 10.03 hereof and the Financed Eligible Loans are not sold on the Trust
Auction Date pursuant to Section 10.04 hereof, the Class A-4 Rate shall be
increased by ____% per annum for each Interest Accrual Period beginning on or
after the Optional Purchase Date. For the first Accrual Period, the Class A-4
Rate shall be determined by reference to the following formula:

        x + [__/__* (y-x)] plus ____%, as determined by the Administrator.

        where:

        x = Two-Month LIBOR, and

        y = Three-Month LIBOR.

        "CLASS A-5 CARRY-OVER AMOUNT" shall mean, for any Distribution Date
relating to the Class A-5 Notes, any unpaid Carry-Over Amounts with respect to
the Class A-5 Notes.

        "CLASS A-5 MATURITY DATE" shall mean ________________.

        "CLASS A-5 NOTE INTEREST SHORTFALL" shall mean, for each Auction Rate
Distribution Date for the Class A-5 Notes, the excess, if any, of (a) the Class
A-5 Noteholders' Interest Distribution Amount on the immediately preceding
Auction Rate Distribution Date for the Class A-5 Notes over (b) the amount of
interest actually distributed to the Class A-5 Noteholders on such immediately
preceding Auction Rate Distribution Date, plus interest accrued on the amount of
such interest due to the Class A-5 Noteholders, to the extent permitted by law,
at the Class A-5 Rate for the related Interest Accrual Period, from such
immediately preceding Auction Rate Distribution Date to the current Auction Rate
Distribution Date, as determined by the Administrator.

                                       9
<PAGE>

        "CLASS A-5 NOTEHOLDER" shall mean the Person in whose name a Class A-5
Note is registered on the Note registration books maintained by the Trustee.

        "CLASS A-5 NOTEHOLDERS' ACCRUED INTEREST AMOUNT" shall mean, for each
Quarterly Distribution Date, the Class A-5 Noteholders' Interest Distribution
Amount payable to the Class A-5 Notes on the Auction Rate Distribution Date for
the Class A-5 Notes immediately following such Quarterly Distribution Date;
provided, however, the Class A-5 Noteholders' Accrued Interest Amount will be
zero for any Quarterly Distribution Date that is also an Auction Rate
Distribution Date for the Class A-5 Notes.

        "CLASS A-5 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for
each Auction Rate Distribution Date for the Class A-5 Notes, the sum of (a) the
amount of interest accrued at the Class A-5 Rate for the related Interest
Accrual Period on the aggregate outstanding principal balance of the Class A-5
Notes immediately prior to such Auction Rate Distribution Date; and (b) the
Class A-5 Note Interest Shortfall for such Distribution Date, as based on the
actual number of days in such Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal place, as determined by the
Administrator.

        "CLASS A-5 NOTES" shall mean the $___________ Student Loan Asset-Backed
Notes, Class A-5 issued by the Issuer pursuant to this Indenture, substantially
in the form of Exhibit B-5.

        "CLASS A-5 RATE" shall mean, for any Interest Accrual Period for the
Class A-5 Notes, other than the first Interest Accrual Period, the Auction Note
Interest Rate applicable to such class for such Interest Accrual Period, and for
the first Interest Accrual Period, the Initial Rate for such class.

        "CLASS A-6 CARRY-OVER AMOUNT" shall mean, for any Distribution Date
relating to the Class A-6 Notes, any unpaid Carry-Over Amounts with respect to
the Class A-6 Notes.

        "CLASS A-6 MATURITY DATE" shall mean _______________.

        "CLASS A-6 NOTE INTEREST SHORTFALL" shall mean, for each Auction Rate
Distribution Date for the Class A-6 Notes, the excess, if any, of (a) the Class
A-6 Noteholders' Interest Distribution Amount on the immediately preceding
Auction Rate Distribution Date for the Class A-6 Notes over (b) the amount of
interest actually distributed to the Class A-6 Noteholders on such immediately
preceding Auction Rate Distribution Date, plus interest accrued on the amount of
such interest due to the Class A-6 Noteholders, to the extent permitted by law,
at the Class A-6 Rate for the related Interest Accrual Period, from such
immediately preceding Auction Rate Distribution Date to the current Auction Rate
Distribution Date, as determined by the Administrator.

        "CLASS A-6 NOTEHOLDER" shall mean the Person in whose name a Class A-6
Note is registered on the Note registration books maintained by the Trustee.

                                       10
<PAGE>

        "CLASS A-6 NOTEHOLDERS' ACCRUED INTEREST AMOUNT" shall mean, for each
Quarterly Distribution Date, the Class A-6 Noteholders' Interest Distribution
Amount payable to the Class A-6 Notes on the Auction Rate Distribution Date for
the Class A-6 Notes immediately following such Quarterly Distribution Date;
provided, however, the Class A-6 Noteholders' Accrued Interest Amount will be
zero for any Quarterly Distribution Date that is also an Auction Rate
Distribution Date for the Class A-6 Notes.

        "CLASS A-6 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for
each Auction Rate Distribution Date for the Class A-6 Notes, the sum of (a) the
amount of interest accrued at the Class A-6 Rate for the related Interest
Accrual Period on the aggregate outstanding principal balance of the Class A-6
Notes immediately prior to such Auction Rate Distribution Date; and (b) the
Class A-6 Note Interest Shortfall for such Distribution Date, as based on the
actual number of days in such Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal place, as determined by the
Administrator.

        "CLASS A-6 NOTES" shall mean the $_____________ Student Loan
Asset-Backed Notes, Class A-6 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-6.

        "CLASS A-6 RATE" shall mean, for any Interest Accrual Period for the
Class A-6 Notes, other than the first Interest Accrual Period, the Auction Note
Interest Rate applicable to such class for such Interest Accrual Period, and for
the first Interest Accrual Period, the Initial Rate for such class.

        "CLASS B CARRY-OVER AMOUNT" shall mean, for any Distribution Date, any
unpaid Carry-Over Amounts with respect to the Class B Notes.

        "CLASS B MATURITY DATE" shall mean the ________________.

        "CLASS B NOTE INTEREST SHORTFALL" shall mean, for each Auction Rate
Distribution Date for the Class B Notes, the excess, if any, of (a) the Class B
Noteholders' Interest Distribution Amount on the immediately preceding Auction
Rate Distribution Date for the Class B Notes over (b) the amount of interest
actually distributed to the Class B Noteholders on such immediately preceding
Auction Rate Distribution Date, plus interest accrued on the amount of such
interest due to the Class B Noteholders, to the extent permitted by law, at the
Class B Rate for the related Interest Accrual Period, from such immediately
preceding Auction Rate Distribution Date to the current Auction Rate
Distribution Date, as determined by the Administrator.

        "CLASS B NOTEHOLDER" shall mean the Person in whose name a Class B Note
is registered on the Note registration books maintained by the Trustee.

        "CLASS B NOTEHOLDERS' ACCRUED INTEREST AMOUNT" shall mean, for each
Quarterly Distribution Date, the Class B Noteholders' Interest Distribution
Amount payable to the Class B Notes on the Auction Rate Distribution Date for
the Class B Notes immediately following such Quarterly Distribution Date;
provided, however, the Class B Noteholders' Accrued Interest Amount will be zero
for any Quarterly Distribution Date that is also an Auction Rate Distribution
Date for the Class B Notes.

                                       11
<PAGE>

        "CLASS B NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for each
Auction Rate Distribution Date for the Class B Notes, the sum of (a) the amount
of interest accrued at the Class B Rate for the related Interest Accrual Period
on the aggregate outstanding principal balance of the Class B Notes immediately
prior to such Auction Rate Distribution Date; and (b) the Class B Note Interest
Shortfall for such Distribution Date, as based on the actual number of days in
such Interest Accrual Period divided by 360 and rounding the resultant figure to
the fifth decimal place, as determined by the Administrator.

        "CLASS B NOTES" shall mean the $____________ Student Loan Asset-Backed
Notes, Class B issued by the Issuer pursuant to the Indenture, substantially in
the form of Exhibit B-7 hereto.

        "CLASS B OBLIGATIONS" shall mean Class B Notes.

        "CLASS B PERCENTAGE" shall mean, for any Quarterly Distribution Date,
(a) if any Class A Notes are then Outstanding and the ratio of the Pool Balance
to the Outstanding Amount of Class A Notes is less than ___%, in each case
determined on the Determination Date for that Quarterly Distribution Date, 0%;
(b) if any Class A Notes are then Outstanding and the ratio of the Pool Balance
to the Outstanding Amount of Class A Notes is equal to or greater than ___%, in
each case determined on the Determination Date for that Quarterly Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate principal balance of the Class B Notes then Outstanding and the
denominator of which is the aggregate principal balance of all Notes then
Outstanding, in each case determined on the Determination Date for that
Quarterly Distribution Date; or (c) if no Class A Notes are Outstanding, 100%.

        "CLASS B PRINCIPAL DISTRIBUTION AMOUNT" shall mean, for any Quarterly
Distribution Date, the product of the Principal Distribution Amount and the
Class B Percentage.

        "CLASS B RATE" shall mean, for any Interest Accrual Period for the Class
B Notes, other than the first Interest Accrual Period, the Auction Note Interest
Rate applicable to such class for such Interest Accrual Period, and for the
first Interest Accrual Period, the Initial Rate for such class.

        "CLEARING AGENCY" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The initial Clearing Agency
shall be The Depository Trust Company and the initial nominee for the Clearing
Agency shall be Cede & Co.

        "CLEARING AGENCY PARTICIPANT" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

        "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time. Each reference to a section of the Code herein shall be deemed to
include the United States Treasury Regulations, including applicable temporary
and proposed regulations, relating to such section which are applicable to the
Notes or the use of the proceeds thereof. A reference to any specific section of
the Code shall be deemed also to be a reference to the comparable provisions of
any enactment which supersedes or replaces the Code thereunder from time to
time.

        "COLLECTION FUND" shall mean the Fund by that name created in Section
5.01(b) hereof and further described in Section 5.03 hereof.

                                       12
<PAGE>

        "COLLECTION PERIOD" shall mean, with respect to the first Quarterly
Distribution Date, the period beginning on _____, 200__ and ending on _________,
200__, and with respect to each subsequent Quarterly Distribution Date, the
Collection Period means the three calendar months immediately following the end
of the previous Collection Period, beginning ________, 200__.

        "COMMISSION" shall mean the Securities and Exchange Commission.

        "CONTRACT OF INSURANCE" shall mean the contract of insurance between the
Eligible Lender and the Secretary.

        "COUNTERPARTY" shall mean (i) the Initial Counterparty and its
respective successors and assigns and (ii) the counterparties to any Derivative
Product entered into pursuant to Section 3.03.

        "COUNTERPARTY PAYMENTS" shall mean any payment to be made to, or for the
benefit of, the Issuer under a Derivative Product.

        "CUSTODIAN AGREEMENT" shall mean, collectively, the custodian agreements
with any Servicer or other custodian or bailee related to Financed Eligible
Loans.

        "CUTOFF DATE" shall mean (i) with respect to the initial pool of
Financed Eligible Loans, ________, 200__; and (ii) with respect to subsequently
acquired Eligible Loans, the date on which such loans are transferred to the
Trust.

        "DATE OF ISSUANCE" shall mean _________, 200__.

        "DELAWARE TRUSTEE" shall mean Wilmington Trust Company, a Delaware
banking corporation, solely in its capacity as the trustee of the Issuer under
the Trust Agreement.

        "DELAWARE TRUSTEE FEE" shall mean an amount equal to $____ per annum,
payable on each January Distribution Date, beginning on the [January], 200__
Distribution Date.

        "DEPARTMENT" shall mean the United States Department of Education, an
agency of the Federal government.

        "DERIVATIVE PRODUCT" shall mean (i) the Derivative Product described in
the ISDA Master Agreement and the Schedule thereto by and between the Issuer and
the Initial Counterparty, dated as of ________, 200__ and (ii) any other
Derivative Product entered into subsequent to the Date of Issuance subject to
the provisions of Section 3.03 hereof.

        "DERIVATIVE VALUE" shall mean the value of a Derivative Product, if any,
to the Counterparty, provided that such value is defined and calculated in
substantially the same manner as amounts are defined and calculated pursuant to
the applicable provisions of an ISDA Master Agreement.

        "DETERMINATION DATE" shall mean, with respect to any Distribution Date
or the Monthly Servicing Payment Date, as applicable, the fourth Business Day
preceding such Distribution Date or Monthly Servicing Payment Date.

                                       13
<PAGE>

        "DISTRIBUTION DATE" shall mean (i) for an Auction Rate Note, each
related Auction Rate Distribution Date and (ii) for a LIBOR-Rate Note and, to
the extent specified herein with respect to certain amounts owed under the
Auction Rate Notes and to other parties, each Quarterly Distribution Date.

        "ELIGIBLE LENDER" shall mean (i) Zions First National Bank, in its
capacity as eligible lender trustee under the terms of the Eligible Lender Trust
Agreement, and (ii) any "eligible lender," as defined in the Act, and which has
received an eligible lender designation from the Secretary with respect to
Eligible Loans made under the Act.

        "ELIGIBLE LENDER TRUST AGREEMENT" shall mean the Eligible Lender Trust
Agreement dated as of _____, 200__, between Zions First National Bank, as
eligible lender trustee, and the Issuer, as amended from time to time.

        "ELIGIBLE LOAN" shall mean any loan made to finance post-secondary
education that is made under the Act.

        "ELIGIBLE LOAN ACQUISITION CERTIFICATE" shall mean a certificate signed
by an Authorized Representative of the Issuer in substantially the form attached
as Exhibit A hereto.

        "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

        "EVENT OF BANKRUPTCY" shall mean (a) the Issuer shall have commenced a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall have made a general assignment for
the benefit of creditors, or shall have declared a moratorium with respect to
its debts or shall have failed generally to pay its debts as they become due, or
shall have taken any action to authorize any of the foregoing; or (b) an
involuntary case or other proceeding shall have been commenced against the
Issuer seeking liquidation, reorganization or other relief with respect to it or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property provided such action or proceeding is not dismissed within 60 days.

        "EVENT OF DEFAULT" shall have the meaning specified in Article VI
hereof.

        "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

        "FINANCED" or "Financing" when used with respect to Eligible Loans,
shall mean or refer to Eligible Loans (a) acquired by the Issuer with balances
in the Acquisition Fund or otherwise deposited in or accounted for in the
Acquisition Fund or otherwise constituting a part of the Trust Estate and (b)
Eligible Loans substituted or exchanged for Financed Eligible Loans, but does
not include Eligible Loans released from the lien of this Indenture and sold or
transferred, to the extent permitted by this Indenture.

                                       14
<PAGE>

        "FISCAL YEAR" shall mean the fiscal year of the Issuer (initially
January 1 to December 31) as otherwise established from time to time.

        "FITCH" shall mean Fitch Inc., its successors and assigns.

        "FUNDS" shall mean each of the Funds created pursuant to Section 5.01
hereof.

        "GUARANTEE" or "GUARANTEED" shall mean, with respect to an Eligible
Loan, the insurance or guarantee by the Guaranty Agency pursuant to such
Guaranty Agency's Guarantee Agreement of the maximum percentage of the principal
of and accrued interest on such Eligible Loan allowed by the terms of the Act
with respect to such Eligible Loan at the time it was originated and the
coverage of such Eligible Loan by the federal reimbursement contracts,
providing, among other things, for reimbursement to the Guaranty Agency for
payments made by it on defaulted Eligible Loans insured or guaranteed by the
Guaranty Agency of at least the minimum reimbursement allowed by the Act with
respect to a particular Eligible Loan.

        "GUARANTEE AGREEMENTS" shall mean a guaranty or lender agreement between
the Trustee and any Guaranty Agency, and any amendments thereto.

        "GUARANTY AGENCY" or "GUARANTOR" shall mean any entity authorized to
guarantee student loans under the Act and with which the Trustee maintains a
Guarantee Agreement.

        "HIGHEST PRIORITY OBLIGATIONS" shall mean at any time when Class A
Obligations are Outstanding, the Class A Obligations and at any time when no
Class A Obligations are Outstanding, the Class B Obligations.

        "INDENTURE" shall mean this Indenture of Trust, including all
supplements and amendments hereto.

        "INDEPENDENT" shall mean, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Trust, any other
obligor upon the Notes, the Seller and any Affiliate of any of the foregoing
Persons; (b) does not have any direct financial interest or any material
indirect financial interest in the Trust, any such other obligor, the Seller or
any Affiliate of any of the foregoing Persons; and (c) is not connected with the
Trust, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, placement
agent, trustee, partner, director or person performing similar functions.

        "INDEPENDENT CERTIFICATE" shall mean a certificate or opinion to be
delivered to the Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of the Indenture, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of "Independent"
in the Indenture and that the signer is Independent within the meaning thereof.

        "INDEX MATURITY" shall mean (i) for One-Month LIBOR, one month, (ii) for
Two-Month LIBOR, two months, (iii) for Three-Month LIBOR, three months, and (iv)
for One-Year LIBOR, one year.

                                       15
<PAGE>

        "INITIAL COUNTERPARTY" shall mean ________________.

        "INITIAL POOL BALANCE" shall mean the Pool Balance as of the Cutoff
Date, which is $---------.

        "INSURANCE" or "INSURED" or "INSURING" shall mean, with respect to an
Eligible Loan, the insuring by the Secretary (as evidenced by a Certificate of
Insurance or other document or certification issued under the provisions of the
Act) under the Act of 100% of the principal of and accrued interest on such
Eligible Loan.

        "INTEREST ACCRUAL PERIOD" shall mean (i) with respect to each class of
LIBOR-Rate Notes, initially, the period commencing on the Date of Issuance to
but not including ________, 200__, and thereafter, with respect to each
Quarterly Distribution Date, the period beginning on the prior Quarterly
Distribution Date and ending on the day immediately preceding such Quarterly
Distribution Date and (ii) with respect to each class of Auction Rate Notes, the
period described as such in Appendix A hereto.

        "INTEREST BENEFIT PAYMENT" shall mean an interest payment on Eligible
Loans received pursuant to the Act and an agreement with the federal government,
or any similar payments.

        "INVESTMENT AGREEMENT" shall mean, collectively, the (i) Investment
Agreement dated ________, 200__, between the Trustee and _________________, (ii)
Investment Agreement dated ______, 200__, between the Trustee and
_______________ and (iii) any other investment agreement approved by the Rating
Agencies.

        "INVESTMENT SECURITIES" shall mean:

                (a) direct obligations of, or obligations on which the timely
        payment of the principal of and interest on which are unconditionally
        and fully guaranteed by, the United States of America;

                (b) interest-bearing time or demand deposits, certificates of
        deposit or other similar banking arrangements with a maturity of 12
        months or less with any bank, trust company, national banking
        association or other depository institution, including those of the
        Trustee, provided that, at the time of deposit or purchase such
        depository institution has commercial paper which is rated "A-1+" by
        S&P, "P-1" by Moody's and "F-1+" by Fitch;

                (c) interest-bearing time or demand deposits, certificates of
        deposit or other similar banking arrangements with a maturity of 24
        months or less, but more than 12 months, with any bank, trust company,
        national banking association or other depository institution, including
        those of the Trustee and any of its affiliates, provided that, at the
        time of deposit or purchase such depository institution has senior debt
        rated "A" or higher by S&P, "Aa3" or higher by Moody's and "A" or higher
        by Fitch, and, if commercial paper is outstanding, commercial paper
        which is rated "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch;

                                       16
<PAGE>

                (d) interest-bearing time or demand deposits, certificates of
        deposit or other similar banking arrangements with a maturity of more
        than 24 months with any bank, trust company, national banking
        association or other depository institution, including those of the
        Trustee and any of its affiliates, provided that, at the time of deposit
        or purchase such depository institution has senior debt rated "AA" or
        higher by S&P, "Aa2" or higher by Moody's and "AA" or higher by Fitch
        and, if commercial paper is outstanding, commercial paper which is rated
        "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch;

                (e) bonds, debentures, notes or other evidences of indebtedness
        issued or guaranteed by any of the following agencies: Federal Farm
        Credit Banks, Federal Home Loan Mortgage Corporation; the Export-Import
        Bank of the United States; the Federal National Mortgage Association;
        the Student Loan Marketing Association; the Farmers Home Administration;
        Federal Home Loan Banks provided such obligation is rated "AAA" by S&P,
        "Aaa" by Moody's and "AAA" by Fitch; or any agency or instrumentality of
        the United States of America which shall be established for the purposes
        of acquiring the obligations of any of the foregoing or otherwise
        providing financing therefor;

                (f) repurchase agreements and reverse repurchase agreements,
        other than overnight repurchase agreements and overnight reverse
        repurchase agreements, with banks, including the Trustee and any of its
        affiliates, which are members of the Federal Deposit Insurance
        Corporation or firms which are members of the Securities Investors
        Protection Corporation, in each case whose outstanding, unsecured debt
        securities are rated no lower than two subcategories below the highest
        rating on any series of Outstanding Notes by S&P, Moody's and Fitch and,
        if commercial paper is outstanding, commercial paper which is rated
        "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch;

                (g) overnight repurchase agreements and overnight reverse
        repurchase agreements at least 101% collateralized by securities
        described in subparagraph (a) of this definition and with a
        counterparty, including the Trustee and any of its affiliates, that has
        senior debt rated "AA" or higher by S&P, "Aa3" or higher by Moody's, and
        "A" or higher by Fitch and, if commercial paper is outstanding,
        commercial paper which is rated "A-1+" by S&P, "P-1" by Moody's and
        "F-1+" by Fitch or a counterparty approved in writing by S&P, Moody's
        and Fitch, respectively;

                (h) investment agreements or guaranteed investment contracts,
        which may be entered into by and among the Issuer and/or the Trustee and
        any bank, bank holding company, corporation or any other financial
        institution, including the Trustee and any of its affiliates, whose
        outstanding (i) commercial paper is rated "A-1+" by S&P, "P-1" by
        Moody's and "F-1+" by Fitch for agreements or contracts with a maturity
        of 12 months or less; (ii) unsecured long-term debt is rated no lower
        than two subcategories below the highest rating on any series of
        Outstanding Notes by S&P, Moody's and Fitch and, if commercial paper is
        outstanding, commercial paper which is rated "A-1+" by S&P, "P-1" by
        Moody's and "F-1+" by Fitch for agreements or contracts with a maturity
        of 24 months or less, but more than 12 months, or (iii) unsecured
        long-term debt which is rated no lower than two subcategories below the


                                       17
<PAGE>

        highest rating on any series of Outstanding Notes by S&P, Moody's and
        Fitch and, if commercial paper is outstanding, commercial paper which is
        rated "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch for agreements
        or contracts with a maturity of more than 24 months, or, in each case,
        by an insurance company whose claims-paying ability is so rated;

                (i) "tax exempt bonds" as defined in Section 150(a)(6) of the
        Code, other than "specified private activity bonds" as defined in
        Section 57(a)(5)(C) of the Code, that are rated in the highest category
        by S&P, Moody's and Fitch for long-term or short-term debt or shares of
        a so-called money market or mutual fund rated "AAAm/AAAm-G" or higher by
        S&P, "Aaa" or higher by Moody's, and "AA/F1+" or higher by Fitch, that
        do not constitute "investment property" within the meaning of Section
        148(b)(2) of the Code, provided that the fund has all of its assets
        invested in obligations of such rating quality;

                (j) commercial paper, including that of the Trustee and any of
        its affiliates, which is rated in the single highest classification,
        "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch, and which matures
        not more than 270 days after the date of purchase;

                (k) investments in a money market fund rated at least "AAAm" or
        "AAAm-G" by S&P, "Aaa" by Moody's and "AA" or "F-1+" by Fitch, including
        funds for which the Trustee or an affiliate thereof acts as investment
        advisor or provides other similar services for a fee;

                (l) any Investment Agreement; and

                (m) any other investment with a Rating Confirmation from each
        Rating Agency.

        "ISDA MASTER AGREEMENT" shall mean the ISDA Master Agreement, copyright
1992, as amended from time to time, and as in effect with respect to any
Derivative Product.

        "ISSUER" shall mean Nelnet Student Loan Trust 200__-__, a statutory
trust organized and existing under the laws of the State, and any successor
thereto.

        "ISSUER DERIVATIVE PAYMENT" shall mean any payment required to be made
by or on behalf of the Issuer due to a Counterparty pursuant to a Derivative
Product.

        "ISSUER ORDER" shall mean a written order signed in the name of the
Issuer by an Authorized Representative.

        "LIBOR" shall mean One-Month LIBOR, Two-Month LIBOR, Three-Month LIBOR,
or One-Year LIBOR, as applicable.

        "LIBOR DETERMINATION DATE" shall mean, for each Interest Accrual Period,
the second Business Day before the beginning of that Interest Accrual Period.

                                       18
<PAGE>

        "LIBOR RATE NOTES" shall mean the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes.

        "LIQUIDATED FINANCED ELIGIBLE LOAN" shall mean any defaulted Financed
Eligible Loan liquidated by the Servicer (which shall not include any Financed
Eligible Loan on which payments are received from a Guaranty Agency) or which
the Servicer has, after using all reasonable efforts to realize upon such
Financed Eligible Loan, determined to charge off.

        "LIQUIDATION PROCEEDS" shall mean, with respect to any Liquidated
Financed Eligible Loan which became a Liquidated Financed Eligible Loan during
the current Collection Period in accordance with the Servicer's customary
servicing procedures, the moneys collected in respect of the liquidation thereof
from whatever source, other than moneys collected with respect to any Liquidated
Financed Eligible Loan which was written off in prior Collection Periods or
during the current Collection Period, net of the sum of any amounts expended by
the Servicer in connection with such liquidation and any amounts required by law
to be remitted to the obligor on such Liquidated Financed Eligible Loan.

        "MASTER PROMISSORY NOTE" shall mean a Master Promissory Note in the form
mandated by Section 432(m)(1) of the Higher Education Act, as added by Public
Law No: 105-244 ss. 427, 112 Stat. 1702 (1998), as amended by Public Law No:
106-554 (enacted December 21, 2000) and as codified in 20 U.S.C. ss. 1082(m)(1).

        "MATURITY" when used with respect to any Note, shall mean the date on
which the principal thereof becomes due and payable as therein or herein
provided, whether at its Note Final Maturity Date, by earlier prepayment or
purchase, by declaration of acceleration, or otherwise.

        "MINIMUM PURCHASE AMOUNT" shall mean, on any Quarterly Distribution
Date, an amount that would be sufficient to (a) reduce the Outstanding Amount of
each class of Notes on such Quarterly Distribution Date to zero; (b) pay to the
respective Registered Owners the Class A Noteholders' Interest Distribution
Amount and the Class B Noteholders' Interest Distribution Amount payable on such
Quarterly Distribution Date; (c) pay any Servicing Fees and Carryover Servicing
Fees, Trustee Fees and Delaware Trustee Fees due and owing; (d) pay any Issuer
Derivative Payments due and owing; and (e) in the case of Auction Rate Notes,
pay any Carry-over Amounts and interest on such amounts.

        "MONTHLY SERVICING PAYMENT DATE" shall mean the twenty-fifth day of each
calendar month or, if such day is not a Business Day, the immediately succeeding
Business Day, commencing on ____________, 200__.

        "MOODY'S" shall mean Moody's Investors Service, Inc., its successors and
assigns.

        "MPN LOAN" shall mean a loan originated pursuant to the Federal Family
Education Loan Program and the Act and evidenced by a Master Promissory Note.

        "NOTEHOLDER" shall mean, (a) with respect to a book-entry Note, the
Person who is the owner of such book-entry Note, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with


                                       19
<PAGE>

such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency); and (b) with respect to Notes held in definitive form pursuant to
Section 2.09 hereof, the Person in whose name a Note is registered in the Note
registration books of the Trustee.

        "NOTE FINAL MATURITY DATE" for a class of Notes shall mean the Class A-1
Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, the
Class A-4 Maturity Date, the Class A-5 Maturity Date, the Class A-6 Maturity
Date or the Class B Maturity Date, as applicable.

        "NOTE RATES" shall mean, with respect to any Interest Accrual Period,
the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate,
the Class A-5 Rate, the Class A-6 Rate and the Class B Rate for such Interest
Accrual Period, respectively.

        "NOTES" shall mean, collectively, the Class A Notes and the Class B
Notes.

        "OBLIGATIONS" shall mean Class A Obligations and Class B Obligations.

        "ONE-MONTH LIBOR," "TWO-MONTH LIBOR" "THREE-MONTH LIBOR," and "ONE-YEAR
LIBOR" shall mean, with respect to any Interest Accrual Period, the London
interbank offered rate for deposits in U.S. dollars having the applicable Index
Maturity as it appears on Telerate Page 3750 as of 11:00 a.m., London time, on
the related LIBOR Determination Date as determined by, in the case of the
LIBOR-Rate Notes, the Administrator, and in the case of the Auction Rate Notes,
the Auction Agent or the Trustee, as applicable. If this rate does not appear on
Telerate Page 3750, the rate for that day will be determined on the basis of the
rates at which deposits in U.S. dollars, having the index maturity and in a
principal amount of not less than U.S. $1,000,000, are offered at approximately
11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the
London interbank market by the Reference Banks. The Administrator or the Auction
Agent, as applicable, will request the principal London office of each Reference
Bank to provide a quotation of its rate. If the Reference Banks provide at least
two quotations, the rate for that day will be the arithmetic mean of the
quotations. If the Reference Banks provide fewer than two quotations, the rate
for that day will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the Administrator or the Auction Agent, as
applicable, at approximately 11:00 a.m., New York time, on that LIBOR
Determination Date, for loans in U.S. dollars to leading European banks having
the Index Maturity and in a principal amount of not less than U.S. $1,000,000.
If the banks selected as described above are not providing quotations, One-Month
LIBOR, Two-Month LIBOR, Three-Month LIBOR, or One-Year LIBOR, as the case may
be, in effect for the applicable Interest Accrual Period will be One-Month
LIBOR, Two-Month LIBOR, Three-Month LIBOR, or One-Year LIBOR, as the case may
be, in effect for the previous Interest Accrual Period.

        "ONE-YEAR LIBOR," see "One-Month LIBOR" above.

        "OPINION OF COUNSEL" shall mean (a) with respect to the Trust, one or
more written opinions of counsel who may, except as otherwise expressly provided
in the Indenture, be employees of or counsel to the Delaware Trustee, the Trust,


                                       20
<PAGE>

the Seller or an Affiliate of the Seller and who shall be satisfactory to the
Trustee, and which opinion or opinions shall be addressed to the Trustee as
Trustee, shall comply with any applicable requirements of the TIA and shall be
in form and substance satisfactory to the Trustee; and (b) with respect to the
Seller, the Administrator or the Servicer, one or more written opinions of
counsel who may be an employee of or counsel to the Seller, the Administrator or
the Servicer, which counsel shall be acceptable to the Trustee and the Delaware
Trustee.

        "OPTIONAL PURCHASE DATE" shall have the meaning set forth in Section
10.03 hereof.

        "OUTSTANDING" shall mean, when used in connection with any Note, a Note
which has been executed and delivered pursuant to this Indenture which at such
time remains unpaid as to principal or interest, excluding Notes which have been
replaced pursuant to Section 2.03 hereof and when used in connection with a
Derivative Product, a Derivative Product which has not expired or been
terminated, unless provision has been made for such payment pursuant to Section
10.02 hereof.

        "OUTSTANDING AMOUNT" shall mean the aggregate principal amount of all
Notes Outstanding at the date of determination or, if the context so requires,
the aggregate principal amount of one or more classes of Class A Notes or Class
B Notes Outstanding at the date of determination.

        "PERSON" shall mean an individual, corporation, partnership, joint
venture, association, joint stock company, trust, limited liability company,
unincorporated organization or government or agency, or political subdivision
thereof.

        "POOL BALANCE" shall mean as of any date the aggregate principal balance
of the Financed Eligible Loans on such date (including accrued interest thereon
to the extent such interest is expected to be capitalized), after giving effect
to the following, without duplication: (a) all payments received by the Issuer
through such date from or on behalf of obligors on such Financed Eligible Loans;
(b) all Purchase Amounts on Financed Eligible Loans received by the Issuer
through such date from the Seller or the Servicer; (c) all Liquidation Proceeds
and Realized Loss on Financed Eligible Loans liquidated through such date; (d)
the aggregate amount of adjustments to balances of Financed Eligible Loans
permitted to be effected by the Servicer under the Servicing Agreement, if any,
recorded through such date; and (e) the aggregate amount by which reimbursements
by Guarantors of the unpaid principal balance of defaulted Financed Eligible
Loans through such date are reduced from 100% to 98% or other applicable
percentage, as required by the risk sharing provisions of the Act. The Pool
Balance shall be calculated by the Administrator and certified to the Trustee,
upon which the Trustee may conclusively rely with no duty to further examine or
determine such information.

        "PRINCIPAL DISTRIBUTION AMOUNT" shall mean, as determined by the
Administrator, (a) with respect to the initial Quarterly Distribution Date, the
amount by which the sum of the Outstanding Amount of the Notes exceeds the
Adjusted Pool Balance as of the last day of the related Collection Period; and
(b) with respect to each subsequent Distribution Date, the excess of (i) the


                                       21
<PAGE>

Adjusted Pool Balance as of the last day of the Collection Period preceding the
related Collection Period, less (ii) the Adjusted Pool Balance as of the last
day of the related Collection Period. Further, on the Note Final Maturity Date
for a class of Notes, the Principal Distribution Amount on that date also shall
include the amount needed to reduce the Outstanding principal amount of such
class of Notes to zero.

        "PRINCIPAL OFFICE" shall mean the principal office of the party
indicated, as set forth in Section 9.01 hereof or elsewhere in this Indenture.

        "PRIORITY TERMINATION PAYMENT" shall mean, with respect to a Derivative
Product, any termination payment payable by the Issuer under such Derivative
Product relating to an early termination of such Derivative Product by the
Counterparty, as the non-defaulting party, following (i) a monthly payment
default by the Issuer thereunder (ii) the occurrence of an Event of Default
specified in Section 6.01(d) of this Indenture or (iii) the Trustee's taking any
action hereunder to liquidate the Trust Estate following an Event of Default and
acceleration of the Notes pursuant to Section 6.04 hereof.

        "PROGRAM" shall mean the Sponsor's program for the origination and the
purchase of Eligible Loans, as the same may be modified from time to time.

        "PURCHASE AMOUNT" with respect to any Financed Eligible Loan shall mean
the amount required to prepay in full such Financed Eligible Loan under the
terms thereof including all accrued interest thereon and any unamortized
premium, it being acknowledged that any accrued and unpaid Interest Subsidy
Payments or Special Allowance Payments will continue to be payable to the
Trustee and constitute part of the Trust Estate.

        "QUARTERLY DISTRIBUTION DATE" shall mean the 25th day of [January,
April, July and October], or, if such day is not a Business Day, the immediately
succeeding Business Day, commencing on _________, 200__.

        "RATING" shall mean one of the rating categories of Fitch, Moody's and
S&P or any other Rating Agency, provided Fitch, Moody's and S&P or any other
Rating Agency, as the case may be, is currently rating the Notes.

        "RATING AGENCY" shall mean each of Fitch, Moody's and S&P and their
successors and assigns or any other rating agency requested by the Issuer to
maintain a Rating on any of the Notes.

        "RATING CONFIRMATION" shall mean a letter from each Rating Agency then
providing a Rating for any of the Notes, confirming that a proposed action,
failure to act, or other event specified therein will not, in and of itself,
result in a downgrade of any of the Ratings then applicable to the Notes, or
cause any Rating Agency to suspend, withdraw or qualify the Ratings then
applicable to the Notes.

        "REALIZED LOSS" shall mean the excess of the principal balance
(including any interest that had been or had been expected to be capitalized) of
any Liquidated Financed Eligible Loan over Liquidation Proceeds with respect to
such Financed Eligible Loan to the extent allocable to principal (including any
interest that had been or had been expected to be capitalized).

        "RECORD DATE" shall mean, with respect to a Distribution Date, the close
of business on the day preceding such Distribution Date.

                                       22
<PAGE>

        "REFERENCE BANKS" shall mean, with respect to a determination of LIBOR
for any Interest Accrual Period by the Administrator or the Auction Agent, as
applicable, four major banks in the London interbank market selected by the
Administrator or the Auction Agent, as applicable.

        "REGISTERED OWNER" shall mean any Noteholder, and, with respect to a
Derivative Product, any Counterparty, unless the context otherwise requires.

        "REGULATIONS" shall mean the Regulations promulgated from time to time
by the Secretary or any Guaranty Agency guaranteeing Financed Eligible Loans.

        "RESERVE FUND" shall mean the Fund by that name created in Section
5.01(c) hereof and further described in Section 5.04 hereof, including any
Accounts and Subaccounts created therein.

        "S&P" shall mean Standard & Poor's Ratings Group, a Division of The
McGraw-Hill Companies, Inc., its successors and assigns.

        "SECRETARY" shall mean the Secretary of the United States Department of
Education or any successor to the pertinent functions thereof under the Act.

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

        "SECURITIES DEPOSITORY" or "DEPOSITORY" shall mean The Depository Trust
Company and its successors and assigns or if, (a) the then Securities Depository
resigns from its functions as depository of the Notes or (b) the Issuer
discontinues use of the Securities Depository, any other securities depository
which agrees to follow the procedures required to be followed by a securities
depository in connection with the Notes and which is selected by the Issuer with
the consent of the Trustee.

        "SELLER" shall mean Nelnet Student Loan Funding, LLC, and its successors
and assigns.

        "SERVICER" shall mean Nelnet Loan Services, Inc. and any other
additional servicer or successor servicer or subservicer selected by the Issuer,
including an affiliate of the Issuer, so long as the Issuer obtains a Rating
Confirmation as to each such other servicer or subservicer.

        "SERVICER'S REPORT" shall mean the servicer reports to be furnished to
the Issuer by the Servicer pursuant to the Servicing Agreement.

        "SERVICING AGREEMENT" shall mean the Master Servicing Agreement dated as
of _____, 200__, by and among the Issuer, the Servicer, the Administrator and
the Sponsor.

        "SERVICING FEE" shall mean the fees and expenses due to the Servicer
under the terms of the Servicing Agreement and the fees and expenses due to any
custodian under the terms of a Custodian Agreement.

        "SPECIAL ALLOWANCE PAYMENTS" shall mean the special allowance payments
authorized to be made by the Secretary by Section 438 of the Act, or similar
allowances, if any, authorized from time to time by federal law or regulation.

                                       23
<PAGE>

        "SPECIFIED RESERVE FUND BALANCE" shall mean, with respect to any
Distribution Date, the greater of (a) [0.25%] of the Pool Balance as of the
close of business on the last day of the related Collection Period; and (b)
[0.150%] of the Initial Pool Balance, provided that in no event will such
balance exceed the sum of the outstanding principal amount of the Notes and
provided further, that such Specified Reserve Fund Balance may be reduced with a
Rating Confirmation.

        "SPONSOR" shall mean Nelnet Student Loan Funding, LLC, and its
successors and assigns and any other Person or Persons as may become a Sponsor
pursuant to the terms of the Trust Agreement.

        "STATE" shall mean the State of Delaware.

        "STUDENT LOAN PURCHASE AGREEMENT" shall mean, collectively, (a) the Loan
Purchase Agreement dated as of _____, 200__ between the Issuer and the Seller
and (b) each additional student loan purchase agreement entered into between the
Issuer and the Seller for the purchase of Eligible Loans which constitute
"add-on consolidation loans."

        "SUBACCOUNT" shall mean any of the subaccounts which may be created and
established within any Account by this Indenture.

        "SUPPLEMENTAL INDENTURE" shall mean an agreement supplemental hereto
executed pursuant to Article VIII hereof.

        "TELERATE PAGE 3750" shall mean the display page so designated on the
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).

        "THREE-MONTH LIBOR," see "One-Month LIBOR" above.

        "TERMINATION PAYMENT" shall mean, with respect to a Derivative Product,
any termination payment payable by the Issuer under such Derivative Product
relating to an early termination of such Derivative Product by the Counterparty,
as the non-affected party or non-defaulting party, after the occurrence of a
termination event or event of default specified in such Derivative Product,
including any Priority Termination Payment.

        "TRUST" shall mean the Nelnet Student Loan Trust 200__-__.

        "TRUST AGREEMENT" shall mean the Trust Agreement dated as of _____,
200__ by and between the Sponsor and the Delaware Trustee, as may be amended
pursuant to the terms thereof.

        "TRUST AUCTION DATE" shall have the meaning set forth in Section 10.04
hereof.

        "TRUST ESTATE" shall mean the property described as such in the granting
clauses hereto.

        "TRUST INDENTURE ACT" or "TIA" shall mean the Trust Indenture Act of
1939, as amended, and as in force at the date as of which this Indenture was
executed, except as provided in Section 8.05.

                                       24
<PAGE>

        "TRUSTEE" shall mean Zions First National Bank, acting in its capacity
as Trustee under this Indenture, or any successor trustee designated pursuant to
this Indenture.

        "TRUSTEE FEE" shall mean an amount equal to the annual amount set in the
Trustee Fee Letter dated _____, 200__. Such fee shall be in satisfaction of the
Trustee's compensation as trustee under this Indenture and as eligible lender
trustee under the Eligible Lender Trust Agreement.

        "TWO-MONTH LIBOR," see "One-Month LIBOR" below.

        Words importing the masculine gender include the feminine gender, and
words importing the feminine gender include the masculine gender. Words
importing persons include firms, associations and corporations. Words importing
the singular number include the plural number and vice versa. Additional terms
are defined in the body of this Indenture.

                                   ARTICLE II

                         NOTE DETAILS AND FORM OF NOTES

        SECTION 2.01. NOTE DETAILS. The Notes, together with the Trustee's
certificate of authentication, shall be in substantially the forms set forth in
Exhibit B, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing the Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

        The definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the Authorized Representatives executing
such Notes, as evidenced by their execution of such Notes.

        Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit B are part of the terms of this Indenture.

        SECTION 2.02. EXECUTION, AUTHENTICATION AND DELIVERY OF NOTES. The Notes
shall be executed in the name and on behalf of the Issuer by the manual or
facsimile signature of an Authorized Representative. Any Note may be signed
(manually or by facsimile) or attested on behalf of the Issuer by any Person
who, at the date of such act, shall hold the proper office or position,
notwithstanding that at the date of authentication, issuance or delivery, such
person may have ceased to hold such office or position.

        The Trustee shall upon Issuer Order authenticate and deliver Notes for
original issue in an aggregate principal amount of $____________. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.04 hereof.

                                       25
<PAGE>

        Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes, in the case of the LIBOR-Rate Notes, in minimum
denominations of $1,000 and in integral multiples of $1,000 in excess thereof
and, in the case of the Auction Rate Notes, in minimum denominations of $50,000
and integral multiples of $50,000 in excess thereof.

        No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for in Section
2.05 hereof.

        SECTION 2.03. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; PERSONS
TREATED AS REGISTERED OWNERS. The Issuer shall cause books for the registration
and for the transfer of the Notes as provided in this Indenture to be kept by
the Trustee which is hereby appointed the transfer agent of the Issuer for the
Notes. Notwithstanding such appointment and with the prior written consent of
the Issuer, the Trustee is hereby authorized to make any arrangements with other
institutions which it deems necessary or desirable in order that such
institutions may perform the duties of transfer agent for the Notes. Upon
surrender for transfer of any Note at the Principal Office of the Trustee, duly
endorsed for transfer or accompanied by an assignment duly executed by the
Registered Owner or his attorney duly authorized in writing, the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new fully registered Note or Notes of the same
interest rate and for a like series, subseries, if any, and aggregate principal
amount of the same maturity.

        Notes may be exchanged at the Principal Office of the Trustee for a like
aggregate principal amount of fully registered Notes of the same series,
subseries, if any, interest rate and maturity in authorized denominations. The
Issuer shall execute and the Trustee shall authenticate and deliver Notes which
the Registered Owner making the exchange is entitled to receive, bearing numbers
not contemporaneously outstanding. The execution by the Issuer of any fully
registered Note of any authorized denomination shall constitute full and due
authorization of such denomination and the Trustee shall thereby be authorized
to authenticate and deliver such fully registered Note.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as hereinabove
provided. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b) (i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

                                       26
<PAGE>

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to
Section 2.07 hereof.

        SECTION 2.04. LOST, STOLEN, DESTROYED AND MUTILATED NOTES. Upon receipt
by the Trustee of evidence satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of any Note and, in the case of a lost, stolen
or destroyed Note, of indemnity satisfactory to it, and upon surrender and
cancellation of the Note, if mutilated, (a) the Issuer shall execute, and the
Trustee shall authenticate and deliver, a replacement Note of the same interest
rate, maturity and denomination in lieu of such lost, stolen, destroyed or
mutilated Note or (b) if such lost, stolen, destroyed or mutilated Note shall
have matured within 15 days be due and payable, in lieu of executing and
delivering a new Note as aforesaid, the Issuer may pay such Note. Any such new
Note shall bear a number not contemporaneously outstanding. The applicant for
any such new Note may be required to pay all taxes and governmental charges and
all expenses and charges of the Issuer and of the Trustee in connection with the
issuance of such Note. All Notes shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing conditions are
exclusive with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Notes, negotiable instruments or other securities.

        SECTION 2.05. TRUSTEE'S AUTHENTICATION CERTIFICATE. The Trustee's
authentication certificate upon any Notes shall be substantially in the form
attached to the Notes. No Note shall be secured hereby or entitled to the
benefit hereof, or shall be valid or obligatory for any purpose, unless a
certificate of authentication, substantially in such form, has been duly
executed by the Trustee; and such certificate of the Trustee upon any Note shall
be conclusive evidence and the only competent evidence that such Note has been
authenticated and delivered hereunder. The Trustee's certificate of
authentication shall be deemed to have been duly executed by it if manually
signed by an authorized officer or signatory of the Trustee, but it shall not be
necessary that the same person sign the certificate of authentication on all of
the Notes issued hereunder.

        SECTION 2.06. CANCELLATION AND DESTRUCTION OF NOTES BY THE TRUSTEE.
Whenever any Outstanding Notes shall be delivered to the Trustee for the
cancellation thereof pursuant to this Indenture, upon payment of the principal
amount and interest represented thereby, or for replacement pursuant to Section
2.03 hereof, such Notes shall be promptly cancelled and, within a reasonable
time, cremated or otherwise destroyed by the Trustee and counterparts of a
certificate of destruction evidencing such cremation or other destruction shall
be furnished by the Trustee to the Issuer.

        SECTION 2.07. TEMPORARY NOTES. Pending the preparation of definitive
Notes, the Issuer may execute and the Trustee shall authenticate and deliver
temporary Notes. Temporary Notes shall be issuable as fully registered Notes
without coupons, of any denomination, and substantially in the form of the
definitive Notes but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the Issuer. Every
temporary Note shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Notes. As promptly as practicable the Issuer


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shall execute and shall furnish definitive Notes and thereupon temporary Notes
may be surrendered in exchange therefor without charge at the principal office
of the Trustee, and the Trustee shall authenticate and deliver in exchange for
such temporary Notes a like aggregate principal amount of definitive Notes.
Until so exchanged the temporary Notes shall be entitled to the same benefits
under this Indenture as definitive Notes.

        SECTION 2.08. ISSUANCE OF NOTES. The Issuer shall have the authority,
upon complying with the provisions of this Article II, to issue and deliver the
Notes which shall be secured by the Trust Estate. In addition, the Issuer may
enter into any Derivative Products it deems necessary or desirable with respect
to any or all of the Notes.

        SECTION 2.09. DEFINITIVE NOTES. If (a) the Administrator advises the
Trustee in writing that the Clearing Agency is no longer willing or able to
discharge its responsibilities with respect to the Notes, and the Administrator
is unable to locate a successor; (b) the Administrator at its option advises the
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency; or (c) after the occurrence of an Event of Default, or a
default by the Servicer or the Administrator under the Servicing Agreement or
the Administration Agreement, respectively, Noteholders representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the Notes
advise the Clearing Agency (which shall then notify the Trustee) in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of the Noteholders, then the Trustee shall cause the
Clearing Agency to notify all Noteholders, through the Clearing Agency, of the
occurrence of any such event and of the availability of definitive Notes to
Noteholders requesting the same. Upon surrender to the Trustee of the
typewritten Notes representing the book-entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Trustee shall authenticate the definitive Notes in accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Trustee shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of definitive Notes, the Trustee shall recognize
the holders of the definitive Notes as Registered Owners.

        SECTION 2.10. PAYMENT OF PRINCIPAL AND INTEREST.

                (a) The LIBOR-Rate Notes shall accrue interest as provided in
        the forms of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class
        A-4 Notes set forth in Exhibits B-1, B-2, B-3 and B-4, respectively,
        hereto. The Auction Rate Notes shall accrue interest as specified in
        Appendix A hereto and as provided in the forms of Class A-5 Notes, Class
        A-6 Notes and Class B Notes set forth in Exhibits B-5, B-6 and B-7,
        respectively hereto. Such interest shall be payable with respect to each
        class of Notes on each applicable Distribution Date as specified in
        Section 5.03(c) hereof, subject to Section 4.01 hereof. Any installment
        of interest or principal, if any, payable on any Note which is
        punctually paid or duly provided for by the Issuer on the applicable
        Distribution Date shall be paid to the Person in whose name such Note is
        registered on the Record Date by check mailed first-class, postage
        prepaid to such Person's address as it appears on the records of the
        Trustee on such Record Date, except that, unless definitive Notes have
        been issued pursuant to Section 2.09, with respect to Notes registered
        on the Record Date in the name of the nominee of the Clearing Agency
        (initially, such nominee to be Cede & Co.), payment shall be made by


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<PAGE>

        wire transfer in immediately available funds to the account designated
        by such nominee and except for the final installment of principal
        payable with respect to such Note on a Distribution Date or on the Note
        Final Maturity Date for such Note which shall be payable as provided
        below.

                (b) The principal of each Note shall be payable in installments
        on each applicable Distribution Date as provided in Section 5.03(c)
        hereof. Notwithstanding the foregoing, the entire unpaid principal
        amount of each class of the Notes shall be due and payable, if not
        previously paid, on the Note Final Maturity Date for such class of Notes
        and on the date on which an Event of Default shall have occurred and be
        continuing if the Trustee or the Registered Owners of the Notes
        representing not less than a majority of the Outstanding Amount of the
        Notes have declared the Notes to be immediately due and payable in the
        manner provided in Section 6.02. The Trustee shall notify the Person in
        whose name a Note is registered at the close of business on the Record
        Date preceding the applicable Distribution Date on which the Issuer
        expects that the final installment of principal of and interest on such
        Note will be paid. Such notice shall be mailed or transmitted by
        facsimile prior to such final Distribution Date and shall specify that
        such final installment will be payable only upon presentation and
        surrender of such Note and shall specify the place where such Note may
        be presented and surrendered for payment of such installment.

                                  ARTICLE III

                 PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS;
                             AND DERIVATIVE PRODUCTS

        SECTION 3.01. PARITY AND PRIORITY OF LIEN. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the Issuer shall
be for the equal benefit, protection and security of the Registered Owners of
any and all of the Obligations, all of which, shall be of equal rank without
preference, priority or distinction of any of the Obligations over any other
thereof, except as expressly provided in this Indenture with respect to certain
payment and other priorities.

        SECTION 3.02. OTHER OBLIGATIONS. The Available Funds and other moneys,
Financed Eligible Loans, securities, evidences of indebtedness, interests,
rights and properties pledged under this Indenture are and will be owned by the
Issuer free and clear of any pledge, lien, charge or encumbrance thereon or with
respect thereto prior to, of equal rank with or subordinate to the respective
pledges created by this Indenture, except as otherwise expressly provided
herein, and all action on the part of the Issuer to that end has been duly and
validly taken. If any Financed Eligible Loan is found to have been subject to a
lien at the time such Financed Eligible Loan was acquired, the Issuer shall
cause such lien to be released, shall purchase such Financed Eligible Loan from
the Trust Estate for a purchase price equal to its principal amount plus any
unamortized premium, if any, and interest accrued thereon or shall replace such
Financed Eligible Loan with another Eligible Loan with substantially identical
characteristics which replacement Eligible Loan shall be free and clear of liens
at the time of such replacement. Except as otherwise provided herein, the Issuer
shall not create or voluntarily permit to be created any debt, lien or charge on
the Financed Eligible Loans which would be on a parity with, subordinate to, or
prior to the lien of this Indenture; shall not do or omit to do or suffer to be
done or omitted to be done any matter or things whatsoever whereby the lien of


                                       29
<PAGE>

this Indenture or the priority of such lien for the Obligations hereby secured
might or could be lost or impaired; and will pay or cause to be paid or will
make adequate provisions for the satisfaction and discharge of all lawful claims
and demands which if unpaid might by law be given precedence to or any equality
with this Indenture as a lien or charge upon the Financed Eligible Loans;
provided, however, that nothing in this Section 3.02 shall require the Issuer to
pay, discharge or make provision for any such lien, charge, claim or demand so
long as the validity thereof shall be by it in good faith contested, unless
thereby, in the opinion of the Trustee, the same will endanger the security for
the Obligations; and provided further that any subordinate lien hereon (i.e.,
subordinate to the lien securing the Class A Obligations and the Class B
Obligations) shall be entitled to no payment from the Trust Estate, nor may any
remedy be exercised with respect to such subordinate lien against the Trust
Estate until all Obligations have been paid or deemed paid hereunder.

        SECTION 3.03. DERIVATIVE PRODUCTS; COUNTERPARTY PAYMENTS; ISSUER
DERIVATIVE PAYMENTS. The Issuer hereby authorizes and directs the Trustee to
acknowledge and agree to any Derivative Product hereafter entered into by the
Issuer and a Counterparty under which (a) the Issuer may be required to make,
from time to time, payments to a Counterparty and (b) the Trustee may receive,
from time to time, Counterparty Payments for the account of the Issuer. No
Derivative Product shall be entered into subsequent to the Date of Issuance
unless the Trustee shall have received a Rating Confirmation from each Rating
Agency that such Derivative Product will not adversely affect the Rating on any
of the Notes.

                                   ARTICLE IV

                       PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

        SECTION 4.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants
that it will promptly pay, but solely from the Trust Estate, the principal of
and interest, if any, on each and every Obligation issued under the provisions
of this Indenture at the places, on the dates and in the manner specified herein
and in said Obligations according to the true intent and meaning thereof. The
Obligations shall be and are hereby declared to be payable from and equally
secured, except as specifically provided in this Indenture with respect to
certain payment and other priorities, by an irrevocable first lien on and pledge
of the properties constituting the Trust Estate, subject to the application
thereof as permitted by this Indenture, but in no event shall the Registered
Owners or any Counterparty have any right to possession or control of any
Financed Eligible Loans, which shall be held only by the Trustee or its agent or
bailee.

        SECTION 4.02. COVENANTS AS TO ADDITIONAL CONVEYANCES. At any and all
times, the Issuer will duly execute, acknowledge and deliver, or will cause to
be done, executed and delivered, all and every such further acts, conveyances,
transfers and assurances in law as the Trustee shall reasonably require for the
better conveying, transferring and pledging and confirming unto the Trustee, all
and singular, the properties constituting the Trust Estate hereby transferred
and pledged, or intended so to be transferred and pledged.

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<PAGE>

        SECTION 4.03. FURTHER COVENANTS OF THE ISSUER.

                (a) The Issuer will cause financing statements and continuation
        statements with respect thereto at all times to be filed in the office
        of the Secretary of State of the State and any other jurisdiction
        necessary to perfect and maintain the security interest granted by the
        Issuer hereunder.

                (b) The Issuer will duly and punctually keep, observe and
        perform each and every term, covenant and condition on its part to be
        kept, observed and performed, contained in this Indenture and the other
        agreements to which the Issuer is a party pursuant to the transactions
        contemplated herein, including but not limited to the Basic Documents to
        which it is a party, the Guarantee Agreements and the Certificate of
        Insurance, and will punctually perform all duties required by the Trust
        Agreement and the laws of the State.

                (c) The Issuer shall be operated on the basis of its Fiscal
        Year.

                (d) The Issuer shall cause to be kept full and proper books of
        records and accounts, in which full, true and proper entries will be
        made of all dealings, business and affairs of the Issuer which relate to
        the Notes and any Derivative Product.

                (e) The Issuer, upon written request of the Trustee, will permit
        at all reasonable times the Trustee or its agents, accountants and
        attorneys, to examine and inspect the property, books of account,
        records, reports and other data relating to the Financed Eligible Loans,
        and will furnish the Trustee such other information as it may reasonably
        request. The Trustee shall be under no duty to make any such examination
        unless requested in writing to do so by the Registered Owners of 66% in
        collective aggregate principal amount of the Notes at the time
        Outstanding, and unless such Registered Owners shall have offered the
        Trustee security and indemnity satisfactory to it against any costs,
        expenses and liabilities which might be incurred thereby.

                (f) The Issuer shall cause an annual audit to be made by an
        independent auditing firm of national reputation and file one copy
        thereof with the Trustee and each Rating Agency within 150 days of the
        close of each Fiscal Year. The Trustee shall be under no obligation to
        review or otherwise analyze such audit.

                (g) The Issuer covenants that all Financed Eligible Loans upon
        receipt thereof shall be delivered to the Trustee or its agent or bailee
        to be held pursuant to this Indenture and pursuant to the Servicing
        Agreement or a Custodian Agreement.

                (h) Notwithstanding anything to the contrary contained herein,
        except upon the occurrence and during the continuance of an Event of
        Default hereunder, the Issuer hereby expressly reserves and retains the
        privilege to receive and, subject to the terms and provisions of this
        Indenture, to keep or dispose of, claim, bring suits upon or otherwise
        exercise, enforce or realize upon its rights and interest in and to the
        Financed Eligible Loans and the proceeds and collections therefrom, and
        neither the Trustee nor any Registered Owner shall in any manner be or


                                       31
<PAGE>

        be deemed to be an indispensable party to the exercise of any such
        privilege, claim or suit and the Trustee shall be under no obligation
        whatsoever to exercise any such privilege, claim or suit; provided,
        however, that the Trustee shall have and retain possession or control of
        the Financed Eligible Loans pursuant to Section 5.02 hereof (which
        Financed Eligible Loans may be held by the Trustee's agent or bailee) so
        long as such loans are subject to the lien of this Indenture.

                (i) The Issuer shall notify the Trustee and each Rating Agency
        in writing prior to entering into any Derivative Product.

        SECTION 4.04. ENFORCEMENT OF SERVICING AGREEMENTS. The Issuer shall
comply with and shall require the Servicer to comply with the following whether
or not the Issuer is otherwise in default under this Indenture:

                (a) cause to be diligently enforced and taken all reasonable
        steps, actions and proceedings necessary for the enforcement of all
        terms, covenants and conditions of all Servicing Agreements, including
        the prompt payment of all amounts due the Issuer thereunder, including,
        without limitation, all principal and interest payments, and Guarantee
        payments which relate to any Financed Eligible Loans and cause the
        Servicer to specify whether payments received by it represent principal
        or interest;

                (b) not permit the release of the obligations of any Servicer
        under any Servicing Agreement except in conjunction with amendments or
        modifications permitted by (h) below;

                (c) at all times, to the extent permitted by law, cause to be
        defended, enforced, preserved and protected the rights and privileges of
        the Issuer, the Trustee and the Registered Owners under or with respect
        to each Servicing Agreement;

                (d) at its own expense, the Issuer shall duly and punctually
        perform and observe each of its obligations to the Servicer under the
        Servicing Agreement in accordance with the terms thereof;

                (e) the Issuer agrees to give the Trustee and the Rating Agency
        prompt written notice of each default on the part of the Servicer of its
        obligations under the Servicing Agreement coming to the Issuer's
        attention;

                (f) the Issuer shall not waive any default by the Servicer under
        the Servicing Agreement without the written consent of the Trustee and
        the giving of written notice to the Rating Agency;

                (g) the Issuer shall cause Nelnet, Inc., as master servicer, to
        deliver to the Trustee and the Issuer, on or before June 30 of each
        year, beginning with June 30, 2004, a certificate stating that (i) a
        review of the activities of the Servicer during the preceding calendar
        year and of its performance under the Servicing Agreement has been made
        under the supervision of the officer signing such certificate and (ii)
        to the best of such officers' knowledge, based on such review, the
        Servicer has fulfilled all its obligations under the Servicing Agreement
        throughout such year, or, there has been a default in the fulfillment of
        any such obligation, specifying each such default known to such officer
        and the nature and stature thereof. The Issuer shall send copies of such
        annual certificate of the Servicer to each Rating Agency; and

                                       32
<PAGE>

                (h) not consent or agree to or permit any amendment or
        modification of any Servicing Agreement which will in any manner
        materially adversely affect the rights or security of the Registered
        Owners. The Issuer shall be entitled to receive and rely upon an opinion
        of its counsel that any such amendment or modification will not
        materially adversely affect the rights or security of the Registered
        Owners.

        SECTION 4.05. PROCEDURES FOR TRANSFER OF FUNDS. In any instance where
this Indenture requires a transfer of funds or money from one Fund to another, a
transfer of ownership in investments or an undivided interest therein may be
made in any manner agreeable to the Issuer and the Trustee, and in the
calculation of the amount transferred, interest on the investment which has or
will accrue before the date the money is needed in the fund to which the
transfer is made shall not be taken into account or considered as money on hand
at the time of such transfer.

        SECTION 4.06. ADDITIONAL COVENANTS WITH RESPECT TO THE ACT. The Issuer
covenants that it will cause the Trustee to be, or replace the Trustee with, an
Eligible Lender under the Act, that it will acquire or cause to be acquired
Eligible Loans originated and held only by an Eligible Lender and that it will
not dispose of or deliver any Financed Eligible Loans or any security interest
in any such Financed Eligible Loans to any party who is not an Eligible Lender
so long as the Act or Regulations adopted thereunder require an Eligible Lender
to be the owner or holder of Guaranteed Eligible Loans; provided, however, that
nothing above shall prevent the Issuer from delivering the Eligible Loans to the
Servicer or the Guaranty Agency. The Registered Owners of the Notes shall not in
any circumstances be deemed to be the owner or holder of the Guaranteed Eligible
Loans.

        The Issuer, or the Administrator on behalf of the Issuer, shall be
responsible for each of the following actions with respect to the Act:

                (a) the Issuer, or the Administrator on behalf of the Issuer,
        shall be responsible for dealing with the Secretary with respect to the
        rights, benefits and obligations under the Certificates of Insurance,
        and the Issuer shall be responsible for dealing with the Guaranty
        Agencies with respect to the rights, benefits and obligations under the
        Guarantee Agreements with respect to the Financed Eligible Loans;

                (b) the Issuer, or the Administrator on behalf of the Issuer,
        shall cause to be diligently enforced, and shall cause to be taken all
        reasonable steps, actions and proceedings necessary or appropriate for
        the enforcement of all terms, covenants and conditions of all Financed
        Eligible Loans and agreements in connection therewith, including the
        prompt payment of all principal and interest payments and all other
        amounts due thereunder;

                (c) the Issuer, or the Administrator on behalf of the Issuer,
        shall cause the Financed Eligible Loans to be serviced by entering into
        the Servicing Agreement or other agreement with the Servicer for the
        collection of payments made for, and the administration of the accounts
        of, the Financed Eligible Loans;

                                       33
<PAGE>

                (d) the Issuer, or the Administrator on behalf of the Issuer,
        shall comply, and shall cause all of its officers, directors, employees
        and agents to comply, with the provisions of the Act and any regulations
        or rulings thereunder, with respect to the Financed Eligible Loans;

                (e) the Issuer, or the Administrator on behalf of the Issuer,
        shall cause the benefits of the Guarantee Agreements, the Interest
        Benefit Payments and the Special Allowance Payments to flow to the
        Trustee. The Trustee shall have no liability for actions taken at the
        direction of the Issuer or the Administrator, except for negligence or
        willful misconduct in the performance of its express duties hereunder.
        The Trustee shall have no obligation to administer, service or collect
        the loans in the Trust Estate or to maintain or monitor the
        administration, servicing or collection of such loans; and

                (f) the Issuer, or the Administrator on behalf of the Issuer,
        shall cause each Financed Eligible Loan evidenced by a Master Promissory
        Note in the form mandated by Section 432(m)(1) of the Act to be acquired
        pursuant to a Student Loan Purchase Agreement with a Seller containing
        language similar to the following:

                      "The Seller hereby represents and warrants that the Seller
               is transferring all of its right title and interest in the MPN
               Loan to the Trustee, that it has not assigned any interest in
               such MPN Loan (other than security interests that have been
               released or ownership interests that the Seller has reacquired)
               to any person other than the Trustee, and that no prior holder of
               the MPN Loan has assigned any interest in such MPN Loan (other
               than security interests that have been released or ownership
               interests that such prior holder has reacquired) to any person
               other than a predecessor in title to the Seller. The Seller
               hereby covenants that the Seller shall not attempt to transfer to
               any other person any interest in any MPN Loan assigned hereunder.
               The Seller hereby authorizes the Trustee to file a UCC-1
               financing statement identifying the Seller as debtor and the
               Trustee as secured party and describing the MPN Loan sold
               pursuant to this Agreement. The preparation or filing of such
               UCC-1 financing statement is solely for additional protection of
               the Trustee's interest in the MPN Loans and shall not be deemed
               to contradict the express intent of the Seller and the Trustee
               that the transfer of MPN Loans under this Agreement is an
               absolute assignment of such MPN Loans and is not a transfer of
               such MPN Loans as security for a debt."

        The Trustee shall not be deemed to be the designated agent for the
purposes of this Section 4.06 unless it has agreed in writing to be such agent.

        SECTION 4.07. FINANCED ELIGIBLE LOANS; COLLECTIONS THEREOF; ASSIGNMENT
THEREOF. The Issuer, through the Servicer, shall diligently collect all
principal and interest payments on all Financed Eligible Loans, and all Interest
Benefit Payments, insurance, guarantee and default claims and Special Allowance
Payments which relate to such Financed Eligible Loans. The Issuer shall cause
the filing and assignment of such claims (prior to the timely filing deadline
for such claims under the Regulations) by the Servicer. The Issuer will comply
with the Act and Regulations which apply to the Program and to such Financed
Eligible Loans.

                                       34
<PAGE>

        SECTION 4.08. APPOINTMENT OF AGENTS, DIRECTION TO TRUSTEE, ETC. The
Issuer shall employ and appoint all employees, agents, consultants and attorneys
which it may consider necessary. No member of the board of directors or officer
of the Administrator, either singly or collectively, shall be personally liable
for any act or omission not willfully fraudulent or mala fide. The Issuer hereby
directs the Trustee to enter into this Indenture, the Administration Agreement,
the Custodian Agreements, the Auction Agent Agreement and the Investment
Agreement. The Issuer hereby directs the Eligible Lender Trustee to enter into
this Indenture, the Guarantee Agreements and the Eligible Lender Trust
Agreements.

        SECTION 4.09. CAPACITY TO SUE. The Issuer shall have the power and
capacity to sue and to be sued on matters arising out of or relating to the
financing of the Financed Eligible Loans.

        SECTION 4.10. CONTINUED EXISTENCE; SUCCESSOR TO ISSUER. The Issuer
agrees that it will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights and franchises as a Delaware
statutory trust, except as otherwise permitted by this Section 4.10. The Issuer
further agrees that it will not (a) sell, transfer or otherwise dispose of all
or substantially all, of its assets (except Financed Eligible Loans if such
sale, transfer or disposition will discharge this Indenture in accordance with
Article X hereof); (b) consolidate with or merge into another entity; or (c)
permit one or more other entities to consolidate with or merge into it. The
preceding restrictions in (a), (b) and (c) shall not apply to a transaction if
the transferee or the surviving or resulting entity, if other than the Issuer,
by proper written instrument for the benefit of the Trustee, irrevocably and
unconditionally assumes the obligation to perform and observe the agreements and
obligations of the Issuer under this Indenture.

        If a transfer is made as provided in this Section, the provisions of
this Section shall continue in full force and effect and no further transfer
shall be made except in compliance with the provisions of this Section.

        SECTION 4.11. AMENDMENT OF STUDENT LOAN PURCHASE AGREEMENTS. The Issuer
shall notify the Trustee in writing of any proposed amendments to any existing
Student Loan Purchase Agreement. No such amendment shall become effective unless
and until the Trustee consents thereto in writing. The consent of the Trustee
shall not be unreasonably withheld and shall not be withheld if the Trustee
receives an opinion of counsel acceptable to them that such an amendment is
required by the Act and is not prejudicial to the Registered Owners.
Notwithstanding the foregoing, however, the Trustee shall consent to an
amendment from time to time so long as it is not materially prejudicial to the
interests of the Registered Owners, and the Trustee may rely on an opinion of
counsel to such effect.

        SECTION 4.12. REPRESENTATIONS; NEGATIVE COVENANTS.

                (a) The Issuer hereby makes the following representations and
        warranties to the Trustee on which the Trustee relies in authenticating
        the Notes and on which the Registered Owners have relied in purchasing
        the Notes. Such representations and warranties shall survive the
        transfer and assignment of the Trust Estate to the Trustee.

                                       35
<PAGE>

                        (i) ORGANIZATION AND GOOD STANDING. The Issuer is duly
                organized and validly existing under the laws of the State, and
                has the power to own its assets and to transact the business in
                which it presently engages.

                        (ii) DUE QUALIFICATION. The Issuer is duly qualified to
                do business and is in good standing, and has obtained all
                material necessary licenses and approvals, in all jurisdictions
                where the failure to be so qualified, have such good standing or
                have such licenses or approvals would have a material adverse
                effect on the Issuer's business and operations or in which the
                actions as required by this Indenture require or will require
                such qualification.

                        (iii) AUTHORIZATION. The Issuer has the power, authority
                and legal right to create and issue the Notes, to execute,
                deliver and perform this Indenture and to grant the Trust Estate
                to the Trustee and the creation and issuance of the Notes,
                execution, delivery and performance of this Indenture and grant
                of the Trust Estate to the Trustee have been duly authorized by
                the Issuer by all necessary statutory trust action.

                        (iv) BINDING OBLIGATION. This Indenture, assuming due
                authorization, execution and delivery by the Trustee, the Notes
                in the hands of the Registered Owners thereof and the Issuer
                Derivative Payments constitute legal, valid and binding
                obligations of the Issuer enforceable against the Issuer in
                accordance with their terms, except that (A) such enforcement
                may be subject to bankruptcy, insolvency, reorganization,
                moratorium or other similar laws (whether statutory, regulatory
                or decisional) now or hereafter in effect relating to creditors'
                rights generally and (B) the remedy of specific performance and
                injunctive and other forms of equitable relief may be subject to
                certain equitable defenses and to the discretion of the court
                before which any proceeding therefor may be brought, whether a
                proceeding at law or in equity.

                        (v) NO VIOLATION. The consummation of the transactions
                contemplated by this Indenture and the fulfillment of the terms
                hereof does not conflict with, result in any breach of any of
                the terms and provisions of or constitute (with or without
                notice, lapse of time or both) a default under the
                organizational documents of the Issuer, or any material
                indenture, agreement, mortgage, deed of trust or other
                instrument to which the Issuer is a party or by which it is
                bound, or result in the creation or imposition of any lien upon
                any of its material properties pursuant to the terms of any such
                indenture, agreement, mortgage, deed of trust or other
                instrument, other than this Indenture, nor violate any law or
                any order, rule or regulation applicable to the Issuer of any
                court or of any federal or state regulatory body, administrative
                agency or other governmental instrumentality having jurisdiction
                over the Issuer or any of its properties.

                        (vi) NO PROCEEDINGS. There are no proceedings,
                injunctions, writs, restraining orders or investigations to
                which the Issuer or any of such entity's affiliates is a party
                pending, or, to the best of such entity's knowledge, threatened,
                before any court, regulatory body, administrative agency or


                                       36
<PAGE>

                other tribunal or governmental instrumentality (A) asserting the
                invalidity of this Indenture, (B) seeking to prevent the
                issuance of any Notes or the consummation of any of the
                transactions contemplated by this Indenture or (C) seeking any
                determination or ruling that might materially and adversely
                affect the performance by the Issuer of its obligations under,
                or the validity or enforceability of this Indenture.

                        (vii) APPROVALS. All approvals, authorizations,
                consents, orders or other actions of any person, corporation or
                other organization, or of any court, governmental agency or body
                or official, required on the part of the Issuer in connection
                with the execution and delivery of this Indenture have been
                taken or obtained on or prior to the Date of Issuance.

                        (viii) PLACE OF BUSINESS. The Issuer's place of business
                and chief executive office is located in Wilmington, Delaware
                and the Issuer has had no other chief executive office.

                        (ix) TAX AND ACCOUNTING TREATMENT. The Issuer intends to
                treat the transactions contemplated by the Student Loan Purchase
                Agreements as an absolute transfer rather than as a pledge of
                the Financed Eligible Loans from the Seller for federal income
                tax and financial accounting purposes and the Issuer will be
                treated as the owner of the Financed Eligible Loans for all
                purposes. The Issuer further intends to treat the Notes as its
                indebtedness for federal income tax and financial accounting
                purposes.

                        (x) TAXES. The Issuer has filed (or caused to be filed)
                all federal, state, county, local and foreign income, franchise
                and other tax returns required to be filed by it through the
                date hereof, and has paid all taxes reflected as due thereon.
                There is no pending dispute with any taxing authority that, if
                determined adversely to the Issuer, would result in the
                assertion by any taxing authority of any material tax
                deficiency, and the Issuer has no knowledge of a proposed
                liability for any tax year to be imposed upon such entity's
                properties or assets for which there is not an adequate reserve
                reflected in such entity's current financial statements.

                        (xi) LEGAL NAME. The legal name of the Issuer is "Nelnet
                Student Loan Trust 200__-__" and has not changed since its
                inception. The Issuer has no trade names, fictitious names,
                assumed names or "dba's" under which it conducts its business
                and has made no filing in respect of any such name.

                        (xii) BUSINESS PURPOSE. The Issuer has acquired the
                Financed Eligible Loans conveyed to it under a Student Loan
                Purchase Agreement for a bona fide business purpose and has
                undertaken the transactions contemplated herein as principal
                rather than as an agent of any other person. The Issuer has no
                subsidiaries, has adopted and operated consistently with all
                requirements for statutory trusts under the laws of the State


                                       37
<PAGE>

                with respect to its operations and has engaged in no other
                activities other than those specified in this Indenture and the
                Student Loan Purchase Agreements and in accordance with the
                transactions contemplated herein and therein.

                        (xiii) COMPLIANCE WITH LAWS. The Issuer is in compliance
                with all applicable laws and regulations with respect to the
                conduct of its business and has obtained and maintains all
                permits, licenses and other approvals as are necessary for the
                conduct of its operations.

                        (xiv) VALID BUSINESS REASONS; NO FRAUDULENT TRANSFERS.
                The transactions contemplated by this Indenture are in the
                ordinary course of the Issuer's business and the Issuer has
                valid business reasons for granting the Trust Estate pursuant to
                this Indenture. At the time of each such grant: (A) the Issuer
                granted the Trust Estate to the Trustee without any intent to
                hinder, delay or defraud any current or future creditor of the
                Issuer; (B) the Issuer was not insolvent and did not become
                insolvent as a result of any such grant; (C) the Issuer was not
                engaged and was not about to engage in any business or
                transaction for which any property remaining with such entity
                was an unreasonably small capital or for which the remaining
                assets of such entity are unreasonably small in relation to the
                business of such entity or the transaction; (D) the Issuer did
                not intend to incur, and did not believe or should not have
                reasonably believed, that it would incur, debts beyond its
                ability to pay as they become due; and (E) the consideration
                paid received by the Issuer for the grant of the Trust Estate
                was reasonably equivalent to the value of the related grant.

                        (xv) NO MANAGEMENT OF AFFAIRS OF SELLER. The Issuer is
                not and will not be involved in the day-to-day management of the
                Seller, the Administrator, the Sponsor or any affiliate.

                        (xvi) NO TRANSFERS WITH SELLER OR AFFILIATES. Other than
                the acquisition of assets and the transfer of any Notes pursuant
                to this Indenture, the Issuer does not engage in and will not
                engage in any transactions with the Seller and affiliates,
                except as provided herein with respect to the Administration
                Agreement or the payment of dividends or distributions to the
                Issuer's parent.

                        (xvii) ABILITY TO PERFORM. There has been no material
                impairment in the ability of the Issuer to perform its
                obligations under this Indenture.

                        (xviii) FINANCIAL CONDITION. No material adverse change
                has occurred in the Issuer's financial status since the date of
                its formation.

                        (xix) EVENT OF DEFAULT. No Event of Default has occurred
                and no event has occurred that, with the giving of notice, the
                passage of time, or both, would become an Event of Default.

                        (xx) ACQUISITION OF FINANCED ELIGIBLE LOANS LEGAL. The
                Issuer has complied with all applicable federal, state and local
                laws and regulations in connection with its acquisition of the
                Financed Eligible Loans from the Seller.

                                       38
<PAGE>

                        (xxi) NO MATERIAL MISSTATEMENTS OR OMISSIONS. No
                information, certificate of an officer, statement furnished in
                writing or report delivered to the Trustee, the Servicer or any
                Registered Owner by the Issuer contains any untrue statement of
                a material fact or omits a material fact necessary to make such
                information, certificate, statement or report not misleading.

        (b) The Issuer will not:

                (i) sell, transfer, exchange or otherwise dispose of any portion
        of the Trust Estate except as expressly permitted by this Indenture;

                (ii) claim any credit on, or make any deduction from, the
        principal amount of any of the Notes by reason of the payment of any
        taxes levied or assessed upon any portion of the Trust Estate;

                (iii) except as otherwise provided herein, dissolve or liquidate
        in whole or in part, except with the prior written consent of the
        Trustee, and to the extent Notes remain Outstanding, approval of the
        Registered Owners and a Rating Confirmation;

                (iv) permit the validity or effectiveness of this Indenture, any
        Supplement or any grant hereunder to be impaired, or permit the lien of
        this Indenture to be amended, hypothecated, subordinated, terminated or
        discharged, or permit any Person to be released from any covenants or
        obligations under this Indenture, except as may be expressly permitted
        hereby;

                (v) except as otherwise provided herein, permit any lien,
        charge, security interest, mortgage or other encumbrance (other than the
        lien of this Indenture) to be created on or extend to or otherwise arise
        upon or burden the Trust Estate or any part thereof or any interest
        therein or the proceeds thereof;

                (vi) permit the lien of this Indenture not to constitute a valid
        first priority, perfected security interest in the Trust Estate;

                (vii) incur or assume any indebtedness or guarantee any
        indebtedness of any Person whether secured by any Financed Eligible
        Loans under this Indenture or otherwise, except for such obligations as
        may be incurred by the Issuer in connection with the issuance of the
        Notes pursuant to this Indenture and unsecured trade payables in the
        ordinary course of its business;

                (viii) operate such that it would be consolidated with its
        Sponsor or any other affiliate and its separate existence disregarded in
        any federal or state proceeding;

                (ix) act as agent of any Seller or, except as provided in the
        Servicing Agreement, allow the Seller to act as its agent;

                                       39
<PAGE>

                (x) allow the Seller or its parent or any other affiliate to pay
        its expenses, guarantee its obligations or advance funds to it for
        payment of expenses; or

                (xi) consent to the appointment of a conservator or receiver or
        liquidator in any insolvency, readjustment of debt, marshalling of
        assets and liabilities or similar proceedings of or relating to the
        Issuer or of or relating to all or substantially all of its property, or
        a decree or order of a court or agency or supervisory authority having
        jurisdiction in the premises for the appointment of a conservator or
        receiver or liquidator in any insolvency, readjustment of debt,
        marshalling of assets and liabilities or similar proceedings, or for the
        winding-up or liquidation of its affairs, shall have been entered
        against the Issuer; or the Issuer shall not consent to the appointment
        of a receiver, conservator or liquidator in any insolvency, readjustment
        of debt, marshalling of assets and liabilities, voluntary liquidation or
        similar proceedings of or relating to the Issuer or of or relating to
        all or substantially all of its property; or admit in writing its
        inability to pay its debts generally as they become due, file a petition
        to take advantage of any applicable insolvency, bankruptcy or
        reorganization statute, make an assignment for the benefit of its
        creditors or voluntarily suspend payment of its obligations.

        (c) The Issuer makes the following representations and warranties as to
the Trust Estate which is granted to the Trustee hereunder on such date, on
which the Trustee relies in accepting the Trust Estate. Such representations and
warranties shall survive the grant of the Trust Estate to the Trustee pursuant
to this Indenture:

                (i) FINANCED ELIGIBLE LOANS. Each Financed Eligible Loan
        acquired by the Issuer shall constitute an Eligible Loan and contain the
        characteristics found in a Student Loan Purchase Agreement.
        Notwithstanding the definition of "Eligible Loans" herein, the Issuer
        covenants that no more than 20% of each purchase of Eligible Loans will
        be made up of Eligible Loans delinquent by more than 30 days.

                (ii) GRANT. It is the intention of the Issuer that the transfer
        herein contemplated constitutes a grant of the Financed Eligible Loans
        to the Trustee.

                (iii) ALL FILINGS MADE. All filings (including, without
        limitation, UCC filings) necessary in any jurisdiction to give the
        Trustee a first priority perfected ownership and security interest in
        the Trust Estate, including the Financed Eligible Loans, have been made
        no later than the Date of Issuance and copies of the file-stamped
        financing statements shall be delivered to the Trustee within five
        Business Days of receipt by the Issuer or its agent from the appropriate
        secretary of state. The Issuer has not caused, suffered or permitted any
        lien, pledges, offsets, defenses, claims, counterclaims, charges or
        security interest with respect to the Financed Eligible Loans (other
        than the security interest created in favor of the Trustee) to be
        created.

                                       40
<PAGE>

                (iv) TRANSFER NOT SUBJECT TO BULK TRANSFER ACT. Each grant of
        the Financed Eligible Loans by the Issuer pursuant to this Indenture is
        not subject to the bulk transfer act or any similar statutory provisions
        in effect in any applicable jurisdiction.

                (v) NO TRANSFER TAXES DUE. Each grant of the Financed Eligible
        Loans (including all payments due or to become due thereunder) by the
        Issuer pursuant to this Indenture is not subject to and will not result
        in any tax, fee or governmental charge payable by the Issuer or the
        Seller to any federal, state or local government.

        SECTION 4.13. ADDITIONAL COVENANTS. So long as any of the Notes are
Outstanding:

                (a) The Issuer shall not engage in any business or activity
        other than in connection with the activities contemplated hereby and in
        the Student Loan Purchase Agreements, and in connection with the
        issuance of Notes.

                (b) The Issuer shall not consolidate or merge with or into any
        other entity or convey or transfer its properties and assets
        substantially as an entirety to any entity except as otherwise provided
        herein.

                (c) The funds and other assets of the Issuer shall not be
        commingled with those of any other individual, corporation, estate,
        partnership, joint venture, association, joint stock company, trust,
        unincorporated organization or government, or any agency or political
        subdivision thereof.

                (d) The Issuer shall not be, become or hold itself out as being
        liable for the debts of any other party.

                (e) The Issuer shall not form, or cause to be formed, any
        subsidiaries.

                (f) The Issuer shall act solely in its own name and through its
        duly authorized officers or agents in the conduct of its business, and
        shall conduct its business so as not to mislead others as to the
        identity of the entity with which they are concerned.

                (g) The Issuer shall maintain its records and books of account
        and shall not commingle its records and books of account with the
        records and books of account of any other Person. The books of the
        Issuer may be kept (subject to any provision contained in the statutes)
        inside or outside the State at such place or places as may be designated
        from time to time by the provisions of the Trust Agreement.

                (h) All actions of the Issuer shall be taken by an Authorized
        Representative.

                (i) The Issuer shall not amend, alter, change or repeal any
        provision contained in this Section 4.13 without (i) the prior written
        consent of the Trustee and (ii) a Rating Confirmation from each Rating
        Agency rating any Notes Outstanding (a copy of which shall be provided
        to the Trustee) that such amendment, alteration, change or repeal will
        have no adverse effect on the rating assigned to the Notes.

                                       41
<PAGE>

                (j) The Issuer shall not amend its Certificate of Trust or its
        Trust Agreement without first obtaining the prior written consent of
        each Rating Agency.

                (k) All audited financial statements of the Issuer that are
        consolidated with those of any affiliate thereof will contain detailed
        notes clearly stating that (i) all of the Issuer's assets are owned by
        the Issuer, and (ii) the Issuer is a separate entity with creditors who
        have received ownership and/or security interests in the Issuer's
        assets.

                (l) The Issuer will strictly observe legal formalities in its
        dealings with the Seller, the Sponsor or any affiliate thereof, and
        funds or other assets of the Issuer will not be commingled with those of
        the Seller, the Sponsor or any other affiliate thereof. The Issuer shall
        not maintain joint bank accounts or other depository accounts to which
        the Seller, the Sponsor or any other affiliate has independent access.
        None of the Issuer's funds will at any time be pooled with any funds of
        the Seller, the Sponsor or any other affiliate.

                (m) The Issuer will maintain an arm's length relationship with
        the Seller (and any affiliate). Any Person that renders or otherwise
        furnishes services to the Issuer will be compensated by the Issuer at
        market rates for such services it renders or otherwise furnishes to the
        Issuer except as otherwise provided in this Indenture. Except as
        contemplated in this Indenture, the Student Loan Purchase Agreements or
        the Servicing Agreement, the Issuer will not hold itself out to be
        responsible for the debts of the Seller, the parent or the decisions or
        actions respecting the daily business and affairs of the Seller or
        parent.

        SECTION 4.14. PROVIDING OF NOTICE. The Issuer, upon learning of any
failure on its part to observe or perform in any material respect any covenant,
representation or warranty of the Issuer set forth in this Indenture or the
Student Loan Purchase Agreements, or of any failure on the part of the Seller to
observe or perform in any material respect any covenant, representation or
warranty of the Seller set forth in the Student Loan Purchase Agreements, shall
promptly notify the Trustee, the Servicer and each Rating Agency of such
failure.

        SECTION 4.15. CERTAIN REPORTS.

                (a) The Issuer will:

                        (i) file with the Trustee, within 15 days after the
                Issuer is required to file the same with the Commission, copies
                of the annual reports and of the information, documents and
                other reports (or copies of such portions of any of the
                foregoing as the Commission may from time to time by rules and
                regulations prescribe) which the Issuer may be required to file
                with the Commission pursuant to Section 13 or Section 15(d) of
                the Exchange Act;

                        (ii) file with the Trustee and the Commission, in
                accordance with rules and regulations prescribed from time to
                time by the Commission, such additional information, documents
                and reports with respect to compliance by the Issuer with the
                conditions and covenants of this Indenture as may be required
                from time to time by such rules and regulations; and

                                       42
<PAGE>

                        (iii) transmit by mail to the Registered Owners of
                Notes, within 30 days after the filing thereof with the Trustee,
                in the manner and to the extent provided in TIA Section 313(c),
                such summaries of any information, documents and reports
                required to be filed by the Issuer pursuant to clauses (a) and
                (b) of this Section 4.15 as may be required by rules and
                regulations prescribed from time to time by the Commission.

                (b) The Trustee shall mail to each Registered Owner, within 60
        days after each December 31 beginning with the December 31 following the
        date of this Indenture, a brief report as of such December 31 that
        complies with TIA Section 313(a) if required by said section. The
        Trustee shall also comply with TIA Section 313(b). A copy of each such
        report required pursuant to TIA Section 313(a) or (b) shall, at the time
        of such transaction to Registered Owners, be filed by the Trustee with
        the Commission and with each securities exchange, if any, upon which the
        Notes are listed, provided that the Issuer has previously notified the
        Trustee of such listing.

        The Trustee may conclusively rely and accept such reports from the
Issuer as fulfilling the requirements of this Section 4.15, with no further duty
to know, determine or examine such reports or comply with the prescribed timing,
rules and regulations of the Commission.

        SECTION 4.16. STATEMENT AS TO COMPLIANCE. The Issuer will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from an Authorized Representative including (a) a current list of the Authorized
Representatives, and (b) a statement indicating whether or not to the knowledge
of the signers thereof the Issuer is in compliance with all conditions and
covenants under this Indenture and, in the event of any noncompliance,
specifying such noncompliance and the nature and status thereof. For purposes of
this Section 4.16, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.

        SECTION 4.17. REPRESENTATIONS OF THE ISSUER REGARDING THE TRUSTEE'S
SECURITY INTEREST. The Issuer hereby represents and warrants for the benefit of
the Trustee and the Registered Owners as follows:

                (a) This Indenture creates a valid and continuing security
        interest (as defined in the applicable Uniform Commercial Code in effect
        in the States of Delaware, Nebraska and Colorado) in the Financed
        Eligible Loans in favor of the Trustee, which security interest is prior
        to all other liens, charges, security interests, mortgages or other
        encumbrances, and is enforceable as such as against creditors of and
        purchasers from Issuer.

                (b) The Financed Eligible Loans constitute "accounts" within the
        meaning of the applicable UCC.

                (c) The Issuer owns and has good and marketable title to the
        Financed Eligible Loans free and clear of any lien, charge, security
        interest, mortgage or other encumbrance, claim or encumbrance of any
        Person, other that those granted pursuant to this Indenture.

                                       43
<PAGE>

                (d) For sale of loan participations, swaps and other "payment
        intangibles" (within the meaning of the applicable UCC), the Issuer has
        received all consents and approvals required by the terms of the
        Financed Eligible Loans to the sale of the Financed Eligible Loans
        hereunder to the Trustee.

                (e) The Issuer has caused or will have caused, within ten days,
        the filing of all appropriate financing statements in the proper filing
        office in the appropriate jurisdictions under applicable law in order to
        perfect the security interest in the Financed Eligible Loans granted to
        the Trustee hereunder.

                (f) The Issuer has received a written acknowledgment from the
        Servicer (as custodian for the Trustee) that the Servicer is holding
        executed copies of the promissory notes and master promissory notes that
        constitute or evidence the Financed Eligible Loans, and that the
        Servicer is holding such solely on behalf and for the benefit of the
        Trustee.

                (g) Other than the security interest granted to the Trustee
        pursuant to this Indenture, the Issuer has not pledged, assigned, sold,
        granted a security interest in, or otherwise conveyed any of the
        Financed Eligible Loans. The Issuer has not authorized the filing of and
        is not aware of any financing statements against the Issuer that include
        a description of collateral covering the Financed Eligible Loans other
        than any financing statement relating to the security interest granted
        to the Trustee hereunder or that has been terminated. The Issuer is not
        aware of any judgment or tax lien filings against the Issuer.

        SECTION 4.18. FURTHER COVENANTS OF THE ISSUER REGARDING THE TRUSTEE'S
SECURITY INTEREST. The Issuer hereby covenants for the benefit of the Trustee
and the Registered Owners as follows:

                (a) The representations and warranties set forth in Section 4.17
        shall survive the termination of this Indenture.

                (b) The Trustee shall not waive any of the representations and
        warranties set forth in Section 4.17 above.

                (c) The Issuer shall take all steps necessary, and shall cause
        the Servicers and subservicers, if any, to take all steps necessary and
        appropriate, to maintain the perfection and priority of the Trustee's
        security interest in the Financed Eligible Loans.

                                   ARTICLE V

                                      FUNDS

SECTION 5.01. CREATION AND CONTINUATION OF FUNDS AND ACCOUNTS. There are hereby
created and established the following Funds to be held and maintained by the
Trustee for the benefit of the Registered Owners:

                (a) Acquisition Fund;

                                       44
<PAGE>

                (b) Collection Fund; and

                (c) Reserve Fund.

        The Trustee is hereby authorized for the purpose of facilitating the
administration of the Trust Estate and for the administration of any Notes
issued hereunder to create further Accounts or Subaccounts in any of the various
Funds and Accounts established hereunder which are deemed necessary or
desirable.

        SECTION 5.02. ACQUISITION FUND. There shall be deposited into the
Acquisition Fund moneys from proceeds of the Notes in an amount equal to
$______________. Financed Eligible Loans shall be held by the Trustee or its
agent or bailee (including the Servicer) and shall be pledged to the Trust
Estate and accounted for as a part of the Acquisition Fund.

        Moneys on deposit in the Acquisition Fund shall be used, upon Issuer
Order, solely to (a) pay costs of issuance of the Notes, including the costs
related to the purchase of one or more Derivative Products, and (b) upon receipt
by the Trustee of an Eligible Loan Acquisition Certificate, to acquire Eligible
Loans at a price not in excess of _________%, plus accrued interest. Any such
Issuer Order or Eligible Loan Acquisition Certificate shall state that such
proposed use of moneys in the Acquisition Fund is in compliance with the
provisions of this Indenture. An Authorized Representative of the Issuer may, by
Issuer Order, direct the Trustee to transfer any or all such moneys to the
Collection Fund for use therein. Notwithstanding the foregoing, if any funds or
moneys remain in the Acquisition Fund on _________, 200__, then the Trustee
shall, without direction from or notice to the Issuer, transfer all such
remaining moneys or funds to the Collection Fund not later than the third
Business Day preceding the Quarterly Distribution Date in ___________, 2004.

        While the Issuer will be the beneficial owner of the Financed Eligible
Loans and the Registered Owners will have a security interest therein, it is
understood and agreed that the Trustee will be the legal owner thereof and will
have a security interest in the Financed Eligible Loans for and on behalf of the
Registered Owners. In the case of a single Financed Eligible Loan evidenced by a
separate note, each such note will be held in the name of the Trustee for the
account of the Issuer, for the benefit of the Registered Owners. In the case of
a Financed Eligible Loan evidenced by a Master Promissory Note, the Issuer shall
cause the holder of the original Master Promissory Note to indicate by book
entry on its books and records that the Issuer is the beneficial owner of the
Loan and that the Trustee is the legal owner and has a security interest in the
Financed Eligible Loan for the benefit of the Registered Owners.

        Except as provided in Sections 5.06, 10.03 and 10.04 hereof, Financed
Eligible Loans shall not be sold, transferred or otherwise disposed of (other
than for consolidation, serialization or transfer to a Guaranty Agency) by the
Trustee free from the lien of this Indenture while any of the LIBOR-Rate Notes
are Outstanding.

        SECTION 5.03. COLLECTION FUND.

                (a) DEPOSITS TO COLLECTION FUND. There shall be deposited to the
        Collection Fund (a) moneys from proceeds of the Notes in an amount equal
        to $__________, (b) all Available Funds, and all other moneys and


                                       45
<PAGE>

        investments derived from assets on deposit in and transfers from the
        Acquisition Fund and the Reserve Fund, (c) all Counterparty Payments,
        and (d) any other amounts deposited thereto upon receipt of an Issuer
        Order. Moneys on deposit in the Collection Fund shall be used to make
        the payments described below. The Trustee may conclusively rely on all
        written instructions of the Administrator described in this Indenture
        with no further duty to examine or determine the information contained
        in any Administrator's Certificate or Issuer Order.

                (b) PAYMENTS ON MONTHLY SERVICING PAYMENT DATES. The
        Administrator shall instruct the Trustee in writing no later than the
        fourth Business Day preceding each Monthly Servicing Payment Date that
        is not a Distribution Date (based on the information contained in a
        certificate of the Administrator (in the form set forth as Exhibit C
        hereto) and the related Servicer's Report) to distribute to the
        Servicer, on such Monthly Servicing Payment Date, from and to the extent
        of the Available Funds on deposit in the Collection Fund, the Servicing
        Fee due with respect to the preceding calendar month, and the Trustee
        shall comply with such instructions. Upon written direction from the
        Administrator to the Trustee, moneys in the Collection Fund shall be
        used on any date to pay, when due, fees and expenses insofar as the same
        relate to Financed Eligible Loans and other fees and expenses with
        respect to the Trust Estate the payment of which is not otherwise
        provided for in Section 5.03(c), but including amounts described in
        clause (a)(i), (ii) and (iii) of the definition of Available Funds.

                (c) PAYMENTS ON QUARTERLY DISTRIBUTION DATES AND AUCTION RATE
        DISTRIBUTION DATES. The Administrator shall instruct the Trustee in
        writing no later than the fourth Business Day preceding each Auction
        Rate Distribution Date and Quarterly Distribution Date (based on the
        information contained in a certificate of the Administrator (in the form
        set forth as Exhibit D hereto) and the related Servicer's Report) to
        make the following deposits and distributions from Available Funds in
        the Collection Fund (including any amounts transferred from the Reserve
        Fund pursuant to Section 5.04(b), (c) and (d)) to the Persons or to the
        account specified below on such Distribution Date, in the following
        order of priority, and the Trustee shall comply with such instructions:

                        (i) to pay to the Servicer, the Trustee, the Auction
                Agent, the Broker-Dealers and the Delaware Trustee, pro rata,
                based on amounts owed to each such party, without preference or
                priority of any kind, the Servicing Fee (to the extent remaining
                unpaid following the Monthly Servicing Payment Date), the
                Trustee Fee, the Auction Agent Fee, the Broker-Dealer Fees and
                the Delaware Trustee Fee, respectively, due on such Distribution
                Date, in each case, together with such fees remaining unpaid
                from prior Distribution Dates (and, in the case of the Servicing
                Fee, prior Monthly Servicing Payment Dates);

                        (ii) to pay to the Administrator, the Administration Fee
                due on such Distribution Date and all unpaid Administration Fees
                from prior Distribution Dates;

                        (iii) to pay (A) to the Class A Noteholders of each
                class for which such date is a Distribution Date, the portion of


                                       46
<PAGE>

                the Class A Noteholders' Interest Distribution Amount payable to
                such class on such Distribution Date and (B) to the
                Counterparty, any Issuer Derivative Payments owed to such
                Counterparty on such Distribution Date (excluding all
                Termination Payments), pro rata, based on amounts owed to each
                such party, without preference or priority of any kind;

                        (iv) to pay to the Class B Noteholders, the Class B
                Noteholders' Interest Distribution Amount payable on such
                Distribution Date for the Class B Notes;

                        (v) to the Sponsor, an amount equal to the unpaid
                interest accrued on the Financed Student Loans subsequent to the
                Cutoff Date but prior to the Date of Issuance, until such amount
                has been paid in full;

                        (vi) to the Class A Noteholders, the Class A Principal
                Distribution Amount in the following order:

                                (A) to pay to the Class A-1 Noteholders until
                        the Class A-1 Notes have been paid in full, the Class A
                        Principal Distribution Amount;

                                (B) to pay to the Class A-2 Noteholders until
                        the Class A-2 Notes have been paid in full, the Class A
                        Principal Distribution Amount;

                                (C) to pay to the Class A-3 Noteholders until
                        the Class A-3 Notes have been paid in full, the Class A
                        Principal Distribution Amount;

                                (D) to pay to the Class A-4 Noteholders until
                        the Class A-4 Notes have been paid in full, the Class A
                        Principal Distribution Amount;

                                (E) to pay to the Class A-5 Noteholders until
                        the Class A-5 Notes have been paid in full, the Class A
                        Principal Distribution Amount, in lots of $50,000; and

                                (F) to pay to the Class A-6 Noteholders until
                        the Class A-6 Notes have been paid in full, the Class A
                        Principal Distribution Amount, in lots of $50,000;

                        (vii) to pay to the Class B Noteholders until the Class
                B Notes have been paid in full, the Class B Principal
                Distribution Amount, in lots of $50,000;

                        (viii) to deposit to the Reserve Fund, the amount, if
                any, necessary to reinstate the balance of the Reserve Fund up
                to the Specified Reserve Fund Balance;

                        (ix) to pay to the Servicer, the aggregate unpaid amount
                of the Carryover Servicing Fee, if any;

                        (x) to pay to the Class A-5 Noteholders and the Class
                A-6 Noteholders, pro rata based upon the amount owed, without
                preference or priority of any kind, any accrued and unpaid
                Auction Rate Carry-Over Amount for such Classes then due and
                payable;

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                        (xi) to pay to the Class B Noteholders any unpaid
                Auction Rate Carry-Over Amount for such class;

                        (xii) to pay to the Counterparties, pro rata, without
                preference or priority of any kind, any accrued and unpaid
                Termination Payments due to each such Counterparty under the
                applicable Derivative Product;

                        (xiii) in the event the Financed Eligible Loans are not
                sold pursuant to Sections 10.03 or 10.04 hereof, to pay as an
                accelerated payment of principal balance of the LIBOR-Rate Notes
                then Outstanding, to the Noteholders of the LIBOR-Rate Notes in
                the same order and priority as is set forth in Sections
                5.03(c)(vi)(A) through (D) until the principal amount of the
                LIBOR-Rate Notes is paid in full; and

                        (xiv) on each Quarterly Distribution Date, subject to
                the remaining provisions of this Section 5.03, to pay to the
                Sponsor any remaining funds.

               Notwithstanding the above, on each Quarterly Distribution Date,
        all deposits and distributions made following clause (iv) above shall be
        made only with money then available in the Collection Fund that exceeds
        the Auction Rate Notes Accrued Interest Amount for such Quarterly
        Distribution Date.

               Amounts properly distributed to the Sponsor pursuant to paragraph
        (xiii) shall be deemed released from the Trust Estate and the security
        interest therein granted to the Trustee, and the Sponsor shall in no
        event thereafter be required to refund any such distributed amounts.

                (d) DETERMINATION, ALLOCATION AND PAYMENT OF PRINCIPAL
        DISTRIBUTION AMOUNT. The Class A Principal Distribution Amount and the
        Class B Principal Distribution Amount will be determined for the Notes
        only on Quarterly Distribution Dates. If a class of LIBOR-Rate Notes is
        allocated some or all of the Class A Principal Distribution Amount on a
        Quarterly Distribution Date, that class also will be paid such amount on
        such Quarterly Distribution Date. If a class of Auction Rate Notes is
        allocated some or all of the Class A Principal Distribution Amount or
        Class B Principal Distribution Amount on a Quarterly Distribution Date,
        such class will be paid such amount on such Quarterly Distribution Date
        only if such date is also an Auction Rate Distribution Date for such
        class. Otherwise, such Class A Principal Distribution Amount or Class B
        Principal Distribution Amount or portion thereof will be allocated to
        such class and held in the Collection Fund and paid to such class on the
        immediately succeeding Auction Rate Distribution Date for such class.

                (e) ALLOCATIONS OF FUNDS AMONG HOLDERS OF AUCTION RATE NOTES. If
        less than all of the Auction Rate Notes of a given class are to be paid
        or allocated principal in an amount sufficient to cover the full amount
        payable to such class, the particular Auction Rate Notes of such class


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        to be paid shall be selected by the Trustee by random lots of $50,000.
        If there are any amounts available to pay principal to the Class A-5
        Notes, the Class A-6 Notes or to the Class B Notes, as applicable, that
        are not in $50,000 increments, the Trustee shall retain such amounts in
        the Collection Fund to pay principal to the Class A-5 Notes, the Class
        A-6 Notes or Class B Notes, as applicable.

                (f) OPTIONAL REDEMPTION OF CLASS B NOTES. Prior to the date on
        which the Outstanding Amount of the Class A Notes is reduced to zero,
        the Issuer may, by Issuer Order, instruct the Trustee to pay principal
        on the Class B Notes on an Auction Rate Distribution Date from amounts
        otherwise distributable to the Sponsor pursuant to clause (xiii) above
        on the Quarterly Distribution Date preceding such Auction Rate
        Distribution Date.

                (g) REDEMPTION OF NOTES GENERALLY; PREPAYMENT DATE AND
        PREPAYMENT PRICE. Following the payment in full of the LIBOR-Rate Notes,
        the Auction Rate Notes of any class shall be subject to redemption or
        principal distribution at the option of the Issuer on any Auction Rate
        Distribution Date selected by it (a "PREPAYMENT DATE") pursuant to
        Section 5.03(h), (i) or (j) and as otherwise provided in clauses (k) and
        (l) below. The redemption price (the "PREPAYMENT PRICE") for any Auction
        Rate Notes to be redeemed pursuant to Section 5.03(h), (i) or (j) shall
        be 100% of the outstanding principal balance of such Auction Rate Notes
        plus interest accrued thereon through the Prepayment Date, provided,
        that if all of the Outstanding Auction Rate Notes are to be redeemed,
        the redemption price shall also include an amount sufficient to pay all
        fees owed to the Trustee, the Servicer, the Auction Agent, the
        Broker-Dealers, the Administrator and the Delaware Trustee, any Issuer
        Derivative Payments owed to a Counterparty and any Auction Rate
        Carry-Over Amounts owed with respect to a class of Auction Rate Notes.

                (h) OPTIONAL REDEMPTION OF AUCTION RATE NOTES. For any Auction
        Rate Distribution Date following the payment in full of the LIBOR-Rate
        Notes, the Issuer may, by Issuer Order, instruct the Trustee to pay
        principal on one or more classes of Auction Rate Notes selected by the
        Issuer, from amounts otherwise distributable to the Sponsor pursuant to
        clause (xiv) above on the Quarterly Distribution Date preceding such
        Auction Rate Distribution Date.

                (i) OPTIONAL REDEMPTION FROM SALE OF FINANCED ELIGIBLE LOANS.
        For any Auction Rate Distribution Date following the payment in full of
        the LIBOR-Rate Notes, the Issuer may, by Issuer Order, direct the
        Trustee to sell Financed Eligible Loans (other than to the Seller or any
        party from whom the Seller purchased such Financed Eligible Loans) and
        use the proceeds of such sale to redeem one or more classes of Auction
        Rate Notes selected by the Issuer, provided that (i) the Issuer by
        Issuer Order may not direct the Trustee to sell any Financed Eligible
        Loans for less than the Purchase Amount for each such Financed Eligible
        Loan and (ii) the Issuer and the Trustee shall have received a Rating
        Confirmation with respect to such sale. Proceeds of such sale shall be
        deposited into the Collection Fund and applied to redeem each such class
        on the immediately succeeding Auction Rate Distribution Date for such
        class. LIBOR-Rate Notes also shall be subject to redemption from the
        proceeds of a sale of Financed Eligible Loans in accordance with
        Sections 10.03 or 10.04 hereof. Redemption of the Class B Notes shall be
        subject to the limitations set forth in Section 5.03(l) hereof.

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<PAGE>

                (j) EXTRAORDINARY OPTIONAL REDEMPTION. For any Auction Rate
        Distribution Date following the payment in full of the LIBOR-Rate Notes,
        the Issuer may, by Issuer Order, direct the Trustee to redeem some or
        all of the Auction Rate Notes selected by the Issuer at the applicable
        Prepayment Price on any Auction Rate Distribution Date for each such
        class, if the Issuer reasonably determines that the rate of return on
        the Financed Eligible Loans has materially decreased or that the costs
        of administering the Trust Estate have placed unreasonable burdens on
        the Issuer's ability (or the Administrators' ability on behalf of the
        Issuer) to perform the Issuer's obligations under this Indenture.
        Redemption of the Class B Notes shall be subject to the limitations set
        forth in Section 5.03(l) hereof.

                (k) NOTICE OF REDEMPTION AND PURCHASE. An election of the Issuer
        to prepay any class of Auction Rate Notes pursuant to Section 5.03(f)
        through (j) shall be evidenced by an Issuer Order, received by the
        Trustee and the Auction Agent no later than the 25th day preceding the
        Prepayment Date, stating (i) the Prepayment Date, (ii) the class or
        classes of Auction Rate Notes or portion thereof to be prepaid, (iii)
        the principal amount of each such class or classes of Auction Rate Notes
        or portion thereof to be redeemed and (iv) the portion of the Prepayment
        Price allocable to each such class or portion thereof.

               Notice of prepayment with respect to any class of Auction Rate
        Notes shall be given by the Trustee by first-class mail, postage
        prepaid, mailed by no later than 15 days prior to the Prepayment Date to
        the Registered Owners of Auction Rate Notes to be prepaid at the address
        of such Registered Owner appearing in the note register; but neither
        failure to give such notice nor any defect in any notice so given shall
        affect the validity of the proceedings for prepayment of any Auction
        Rate Note not affected by such failure or defect. So long as any such
        Auction Rate Notes are maintained in book-entry form, the Trustee shall
        treat the Clearing Agency as the sole Registered Owner of such Auction
        Rate Notes. All notices of prepayment shall state (i) the Prepayment
        Date, (ii) the Prepayment Price, (iii) the name (including class
        designation), Final Maturity Date and CUSIP number of each of the
        Auction Rate Notes to be prepaid, (iv) the principal amount of Auction
        Rate Notes of each class to be prepaid, and, if less than all
        outstanding Auction Rate Notes of a class are to be prepaid, the
        identification (and, in the case of partial prepayment, the respective
        principal amounts) of the Auction Rate Notes of each class to be
        prepaid, (v) that, on the Prepayment Date, the Prepayment Price on each
        such Auction Rate Note will become due and payable and that interest on
        each such Auction Rate Note shall cease to accrue on and after such
        date, (vi) the place or places where such Auction Rate Notes are to be
        surrendered for payment of the Prepayment Price thereof, and (vii) if it
        be the case, that such Auction Rate Notes are to be prepaid by the
        application of certain specified trust moneys and for certain specified
        reasons.

               Within 60 days after any Prepayment Date, a second notice of
        prepayment shall be given by the Trustee, in the manner described above,
        to the Registered Owner of an Auction Rate Note that was not presented
        for prepayment within 30 days after the Prepayment Date. Following
        provision of notice, the Prepayment Price will become due and payable on
        the Prepayment Date, and interest shall cease to accrue on the Auction
        Rate Notes to be redeemed. Upon surrender of any such Auction Rate Note
        for redemption in accordance with such notice, such Auction Rate Note
        shall be paid at the Prepayment Price. If any Auction Rate Note called
        for redemption shall not be so paid upon surrender thereof for
        redemption, the Prepayment Price and, to the extent lawful, interest
        thereon shall, until paid, bear interest from the Prepayment Date at the
        interest rate borne by the Auction Rate Note on the Prepayment Date.

               Any Auction Rate Note which is to be redeemed only in part shall
        be surrendered to the Trustee (with, if the Trustee so requires, due
        endorsement by, or a written instrument of transfer in form satisfactory
        to the Trustee duly executed by, the Registered Owner thereof or his,
        her or its attorney duly authorized in writing) and an Authorized
        Representative shall execute and the Trustee shall authenticate and
        deliver to the Registered Owner of such Auction Rate Note, without
        service charge (such charge to be paid by the Issuer), a new Auction
        Rate Note or Notes of the same class, of any authorized denomination or
        denominations, in aggregate outstanding principal balance equal to the
        unredeemed portion of the principal of the Auction Rate Note so
        surrendered. Any Auction Rate Note with respect to which a partial
        distribution of principal is made shall remain Outstanding in the then
        current outstanding principal balance. The Trustee shall retain a record
        of the outstanding principal balance of each Auction Rate Note any
        portion of the principal of which has been distributed.

                (l) LIMITATION ON REDEMPTION OF CLASS B NOTES. Notwithstanding
        anything to the contrary, in no event may any Class B Notes be redeemed
        pursuant to Section 5.03(i) or (j) if any Class A Notes would be
        Outstanding following such redemption.

        SECTION 5.04. RESERVE FUND.

                (a) On the Date of Issuance, the Trustee shall deposit
        $____________ into the Reserve Fund. Thereafter, the Trustee shall
        transfer to the Reserve Fund from the Collection Fund all amounts
        designated for transfer thereto pursuant to Section 5.03(c)(viii)
        hereof.

                (b) On each Monthly Servicing Payment Date or Distribution Date,
        to the extent there are insufficient Available Funds in the Collection
        Fund to make one or more of the transfers required by Sections 5.03(b)
        and 5.03(c)(i) through (c)(iv), then the Administrator shall instruct
        the Trustee in writing to withdraw from the Reserve Fund on such Monthly
        Servicing Payment Date or Distribution Date, as the case may be, an
        amount equal to such deficiency and to deposit such amount in the
        Collection Fund. Additionally, if on the Note Final Maturity Date for a
        class of Notes, and after giving effect to the distribution of the
        Available Funds on such Note Final Maturity Date, the principal amount
        of such class of Notes will not be reduced to zero, the Administrator
        shall instruct the Trustee in writing to withdraw from the Reserve Fund
        on such Note Final Maturity Date an amount equal to the amount needed to
        reduce the principal amount of such class of Notes to zero and to
        deposit such amount in the Collection Fund for application to payment of
        the outstanding principal balance of such class of Notes.

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<PAGE>

                (c) After giving effect to Section 5.04(b) above, if the amount
        on deposit in the Reserve Fund on any Distribution Date is greater than
        the Specified Reserve Fund Balance for such Distribution Date, the
        Administrator shall instruct the Trustee in writing to withdraw from the
        Reserve Fund on such Distribution Date an amount equal to such excess
        and to deposit such amount in the Collection Fund.

                (d) On the final Distribution Date upon termination of the Trust
        and following the payment in full of the Outstanding Amount of the Notes
        and of all other amounts (other than unpaid Issuer Derivative Payments
        and Carryover Servicing Fees) owing or to be distributed hereunder to
        Noteholders, the Trustee, the Servicer, the Administrator, the Auction
        Agent, the Broker-Dealers, the Delaware Trustee or the Counterparties
        (excluding Termination Payments other than Priority Termination
        Payments), to the extent that Available Funds on such date are
        insufficient to make the following payments, amounts remaining in the
        Reserve Fund shall be used first to pay any unpaid Issuer Derivative
        Payments and second to pay any Carryover Servicing Fees. Any amount
        remaining on deposit in the Reserve Fund after such payments have been
        made shall be distributed to the Sponsor. The Sponsor shall in no event
        be required to refund any amounts properly distributed pursuant to this
        Section 5.04(d).

                (e) Anything in this Section 5.04 to the contrary
        notwithstanding, if the market value of securities and cash in the
        Reserve Fund is on any Distribution Date sufficient to pay the remaining
        principal amount of and interest accrued on the Notes, and to pay any
        unpaid Issuer Derivative Payments and Carryover Servicing Fee, such
        amount will be so applied on such Distribution Date and the
        Administrator shall instruct the Trustee in writing to make such
        payments.

        SECTION 5.05. INVESTMENT OF FUNDS HELD BY TRUSTEE. The Trustee is hereby
directed to enter into the Investment Agreement. In addition, the Trustee shall
invest money held for the credit of any Fund or Account or Subaccount held by
the Trustee hereunder as directed in writing (or orally, confirmed in writing)
by an Authorized Representative of the Issuer, to the fullest extent practicable
and reasonable, in Investment Securities which shall mature or be redeemed at
the option of the holder prior to the respective dates when the money held for
the credit of such Fund or Account will be required for the purposes intended.
In the absence of any such direction and to the extent practicable, the Trustee
shall invest amounts held hereunder in those Investment Securities described in
clause (k) of the definition of the Investment Securities. All such investments
shall be held by (or by any custodian on behalf of) the Trustee for the benefit
of the Issuer; provided that on the Business Day preceding each Distribution
Date and Monthly Servicing Payment Date all interest and other investment income
collected (net of losses and investment expenses) on funds on deposit therein
shall be deposited into the Collection Fund and shall be deemed to constitute a
portion of the Available Funds for such Distribution Date. The Trustee and the
Issuer hereby agree that unless an Event of Default shall have occurred
hereunder, the Issuer acting by and through an Authorized Representative shall
be entitled to, and shall, provide written direction or oral direction confirmed
in writing to the Trustee with respect to any discretionary acts required or
permitted of the Trustee under any Investment Securities and the Trustee shall
not take such discretionary acts without such written direction.

        The Investment Securities purchased shall be held by the Trustee and
shall be deemed at all times to be part of such Fund or Account or Subaccounts
or combination thereof, and the Trustee shall inform the Issuer of the details


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of all such investments. Upon direction in writing (or orally, confirmed in
writing) from an Authorized Representative of the Issuer, the Trustee shall use
its best efforts to sell at the best price obtainable, or present for
redemption, any Investment Securities purchased by it as an investment whenever
it shall be necessary to provide money to meet any payment from the applicable
Fund. The Trustee shall advise the Issuer in writing, on or before the fifteenth
day of each calendar month (or such later date as reasonably consented to by the
Issuer), of all investments held for the credit of each Fund in its custody
under the provisions of this Indenture as of the end of the preceding month and
the value thereof, and shall list any investments which were sold or liquidated
for less than the par value thereof, plus accrued but unpaid interest at the
time thereof.

        Money in any Fund constituting a part of the Trust Estate may be pooled
for the purpose of making investments and may be used to pay accrued interest on
Investment Securities purchased. The Trustee and its affiliates may act as
principal or agent in the acquisition or disposition of any Investment
Securities.

        Notwithstanding the foregoing, the Trustee shall not be responsible or
liable for any losses on investments made by it hereunder or for keeping all
Funds held by it, fully invested at all times, its only responsibility being to
comply with the investment instructions of the Issuer or its designee in a
non-negligent manner.

        The Issuer acknowledges that to the extent the regulations of the
Comptroller of the Currency or other applicable regulatory agency grant the
Issuer the right to receive brokerage confirmations of security transactions,
the Issuer waives receipt of such confirmations.

        SECTION 5.06. RELEASE.

                (a) The Trustee shall, upon Issuer Order and subject to the
        provisions of this Indenture, take all actions reasonably necessary to
        effect the release of any Financed Eligible Loans from the lien of this
        Indenture to the extent the terms hereof permit the sale, disposition or
        transfer of such Financed Eligible Loans.

                (b) Subject to the payment of its fees and expenses pursuant to
        Sections 7.05 and 7.07, the Trustee may, and when required by the
        provisions of this Indenture shall, execute instruments to release
        property from the lien of this Indenture, or convey the Trustee's
        interest in the same, in a manner and under circumstances that are not
        inconsistent with the provisions of this Indenture. No party relying
        upon an instrument executed by the Trustee as provided in this Article V
        shall be bound to ascertain the Trustee's authority, inquire into the
        satisfaction of any conditions precedent or see to the application of
        any moneys.

                (c) The Trustee shall, at such time as there are no Notes
        Outstanding and all sums due the Trustee pursuant to Sections 7.05 and
        7.07 and all amounts payable to the Servicer, the Administrator, the
        Auction Agent, the Broker-Dealers, the Delaware Trustee and the
        Counterparties have been paid, release any remaining portion of the
        Trust Estate that secured the Notes from the lien of this Indenture and
        release to the Issuer or any other Person entitled thereto any funds
        then on deposit in the Funds and Accounts. The Trustee shall release
        property from the lien of this Indenture pursuant to this Section
        5.06(c) only upon receipt of an Issuer Order, an Opinion of Counsel and
        (if required by the TIA) Independent Certificates in accordance with TIA
        Sections 314(c) and 314(d)(1).

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<PAGE>

                (d) Subject to the provisions of this Indenture, the Trustee
        shall release property from the lien of this Indenture only upon receipt
        of an Issuer Order, an Opinion of Counsel and Independent Certificates
        in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of
        Counsel in lieu of such Independent Certificates to the effect that the
        TIA does not require any such Independent Certificates.

                (e) Each Registered Owner, by the acceptance of a Note,
        acknowledges that from time to time the Trustee shall release the lien
        of this Indenture on any Financed Eligible Loan to be sold to (i) the
        Seller in accordance with the applicable Student Loan Purchase
        Agreement; (ii) to the Servicer in accordance with the Servicing
        Agreement; and (iii) to another eligible lender holding one or more
        serial loans with respect to such Financed Eligible Loan, in accordance
        with the Servicing Agreement, and each Registered Owner, by the
        acceptance of a Note, consents to any such release.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

        SECTION 6.01. EVENTS OF DEFAULT DEFINED. For the purpose of this
Indenture, the following events are hereby defined as, and are declared to be,
"Events of Default":

                (a) default in the due and punctual payment of any interest on
        any Note when the same becomes due and payable, and such default shall
        continue for a period of five (5) days;

                (b) default in the due and punctual payment of the principal of
        any Note when the same becomes due and payable on the related Note Final
        Maturity Date;

                (c) default in the performance or observance of any other of the
        covenants, agreements or conditions on the part of the Issuer to be
        kept, observed and performed contained in this Indenture or in the
        Notes, and continuation of such default for a period of 90 days after
        written notice thereof by the Trustee to the Issuer; and

                (d) the occurrence of an Event of Bankruptcy.

        Any notice herein provided to be given to the Issuer with respect to any
default shall be deemed sufficiently given if sent by registered mail with
postage prepaid to the Person to be notified, addressed to such Person at the
post office address as shown in Section 9.01 of this Indenture or such other
address as may hereafter be given as the principal office of the Issuer in
writing to the Trustee by an Authorized Representative of the Issuer. The
Trustee may give any such notice in its discretion and shall give such notice if
requested to do so in writing by the Registered Owners of at least 51% of the
collective aggregate principal amount of the Highest Priority Obligations at the
time Outstanding.

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<PAGE>

        SECTION 6.02. REMEDY ON DEFAULT; POSSESSION OF TRUST ESTATE. Subject to
Sections 7.05, 7.07 and 6.08 hereof, upon the happening and continuance of any
Event of Default, the Trustee or by its attorneys or agents may enter into and
upon and take possession of such portion of the Trust Estate as shall be in the
custody of others, and all property comprising the Trust Estate, and each and
every part thereof, and exclude the Issuer and its agents, servants and
employees wholly therefrom, and have, hold, use, operate, manage, and control
the same and each and every part thereof, and in the name of the Issuer or
otherwise, as they shall deem best, conduct the business thereof and exercise
the privileges pertaining thereto and all the rights and powers of the Issuer
and use all of the then existing Trust Estate for that purpose, and collect and
receive all charges, income and Available Funds of the same and of every part
thereof, and after deducting therefrom all expenses incurred hereunder and all
other proper outlays herein authorized, and all payments which may be made as
just and reasonable compensation for its own services, and for the services of
its attorneys, agents, and assistants, the Trustee shall apply the rest and
residue of the money received by the Trustee as follows:

               FIRST, to the Trustee and the Delaware Trustee, any Trustee Fee
        and any Delaware Trustee Fee, respectively due and owing;

               SECOND, to the Servicer, the Auction Agent, the Broker-Dealers,
        pro rata, without preference or priority of any kind, according to the
        amounts due and payable to each such party, any Servicing Fees, Auction
        Agent Fees, Broker-Dealers Fees, respectively, due to each such party
        and remaining unpaid;

               THIRD, pro rata, to (i) the Counterparties, pro rata, without
        preference or priority of any kind, in proportion to their respective
        entitlements under the applicable Derivative Products (excluding all
        Termination Payments other than Priority Termination Payments) and (ii)
        to the Class A Noteholders of each class for amounts due and unpaid on
        each such class of Class A Notes for interest, pro rata, without
        preference or priority of any kind, according to the amounts due and
        payable on each such class of Class A Notes for such interest;

               FOURTH, to Class A Noteholders for amounts due and unpaid on the
        Class A Notes for principal, ratably, without preference or priority of
        any kind, according to the amounts due and payable on the Notes for
        principal;

               FIFTH, to the Class B Noteholders for amounts due and unpaid on
        the Class B Notes for interest, pro rata without preference or priority
        of any kind, according to the amounts due and payable on the Notes for
        such interest;

               SIXTH, to the Class B Noteholders for amounts due and unpaid on
        the Class B Notes for principal, pro rata without preference or priority
        of any kind, according to the amounts due and payable on the Class B
        Notes for principal;

               SEVENTH, to the Class A-5 Noteholders and the Class A-6
        Noteholders, all Auction Rate Carry-Over Amounts for such Classes then
        due and unpaid, pro rata based upon the amount owed, without preference
        or priority of any kind, according to the amounts due and payable on
        such Class A-5 Notes and Class A-6 Notes for such Carry-Over Amounts;

                                       55
<PAGE>

               EIGHTH, to the Class B Noteholders, all Auction Rate Carry-Over
        Amounts for such class then due and unpaid, pro rata without preference
        or priority of any kind, according to the amounts due and payable on
        such Class B Notes for such Carry-Over Amounts;

               NINTH, to the Counterparties, in proportion to the respective
        entitlements under the applicable Derivative Product Agreement without
        preference or priority of any kind, for any Termination Payments due and
        any other unpaid Issuer Derivative Payments;

              TENTH, to the Servicer, for any unpaid Carryover Servicing Fees;
        and

              ELEVENTH, to the Issuer, for distribution in accordance with the
        terms of the Administration Agreement and the Trust Agreement.

        The Trustee may fix a record date and payment date for any payment to
Registered Owners pursuant to this Section 6.02. At least 15 days before such
record date, the Trustee shall mail to each Registered Owner and the Issuer a
notice that states the record date, the payment date and the amount to be paid.

        SECTION 6.03. REMEDIES ON DEFAULT; ADVICE OF COUNSEL. Upon the happening
of any Event of Default, the Trustee may proceed to protect and enforce the
rights of the Trustee and the Registered Owners in such manner as counsel for
the Trustee may advise, whether for the specific performance of any covenant,
condition, agreement or undertaking herein contained, or in aid of the execution
of any power herein granted, or for the enforcement of such other appropriate
legal or equitable remedies as, in the opinion of such counsel, may be more
effectual to protect and enforce the rights aforesaid.

        SECTION 6.04. REMEDIES ON DEFAULT; SALE OF TRUST ESTATE. Upon the
happening of any Event of Default and if the principal of all of the Outstanding
Obligations shall have been declared due and payable, then and in every such
case, and irrespective of whether other remedies authorized shall have been
pursued in whole or in part, the Trustee may sell, with or without entry, to the
highest bidder the Trust Estate, and all right, title, interest, claim and
demand thereto and the right of redemption thereof, at any such place or places,
and at such time or times and upon such notice and terms as may be required by
law. Upon such sale the Trustee may make and deliver to the purchaser or
purchasers a good and sufficient assignment or conveyance for the same, which
sale shall be a perpetual bar both at law and in equity against the Issuer and
all Persons claiming such properties. No purchaser at any sale shall be bound to
see to the application of the purchase money or to inquire as to the
authorization, necessity, expediency or regularity of any such sale. The Trustee
is hereby irrevocably appointed the true and lawful attorney-in-fact of the
Issuer, in its name and stead, to make and execute all bills of sale,
instruments of assignment and transfer and such other documents of transfer as
may be necessary or advisable in connection with a sale of all or part of the
Trust Estate, but the Issuer, if so requested by the Trustee, shall ratify and
confirm any sale or sales by executing and delivering to the Trustee or to such
purchaser or purchasers all such instruments as may be necessary, or in the
judgment of the Trustee, proper for the purpose which may be designated in such


                                       56
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request. In addition, the Trustee may proceed to protect and enforce the rights
of the Trustee and the Registered Owners of the Obligations in such manner as
counsel for the Trustee may advise, whether for the specific performance of any
covenant, condition, agreement or undertaking herein contained, or in aid of the
execution of any power herein granted, or for the enforcement of such other
appropriate legal or equitable remedies as may in the opinion of such counsel,
be more effectual to protect and enforce the rights aforesaid. The Trustee shall
take any such action or actions if requested to do so in writing by the
Registered Owners of at least 51% of the collective aggregate principal amount
of the Highest Priority Obligations at the time Outstanding.

        SECTION 6.05. APPOINTMENT OF RECEIVER. In case an Event of Default
occurs, and if all of the Outstanding Obligations shall have been declared due
and payable and in case any judicial proceedings are commenced to enforce any
right of the Trustee or of the Registered Owners under this Indenture or
otherwise, then as a matter of right, the Trustee shall be entitled to the
appointment of a receiver of the Trust Estate and of the earnings, income or
revenue, rents, issues and profits thereof with such powers as the court making
such appointments may confer.

        SECTION 6.06. RESTORATION OF POSITION. In case the Trustee shall have
proceeded to enforce any rights under this Indenture by sale or otherwise, and
such proceedings shall have been discontinued, or shall have been determined
adversely to the Trustee, then and in every such case to the extent not
inconsistent with such adverse decree, the Issuer, the Trustee and the
Registered Owners shall be restored to their former respective positions and the
rights hereunder in respect to the Trust Estate, and all rights, remedies and
powers of the Trustee and of the Registered Owners shall continue as though no
such proceeding had been taken.

        SECTION 6.07. APPLICATION OF SALE PROCEEDS. The proceeds of any sale of
the Trust Estate, together with any funds at the time held by the Trustee and
not otherwise appropriated, shall be applied by the Trustee as set forth in
Section 6.02 hereof, and then to the Issuer or whomsoever shall be lawfully
entitled thereto.

        SECTION 6.08. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default should occur and be continuing, then and in every such case the
Trustee or the Registered Owners of Obligations representing not less than a
majority of the Outstanding Amount of the Highest Priority Obligations may
declare all the Outstanding Obligations to be immediately due and payable, by a
notice in writing to the Issuer (and to the Trustee if given by Registered
Owners), and upon any such declaration the unpaid principal amount of such
Outstanding Obligations, together with accrued and unpaid interest thereon
through the date of acceleration, shall become immediately due and payable,
subject, however, to Section 6.04 of this Indenture.

        At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article VI provided, the
Registered Owners of Obligations representing a majority of the collective
aggregate principal amount of the Highest Priority Obligations then Outstanding,
by written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

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                (a) the Issuer has paid or deposited with the Trustee a sum
        sufficient to pay:

                        (i) all payments of principal of and interest on all
                Obligations and all other amounts that would then be due
                hereunder or upon such Obligations if the Event of Default
                giving rise to such acceleration had not occurred; and

                        (ii) all sums paid or advanced by the Trustee hereunder
                and the reasonable compensation, expenses, disbursements and
                advances of the Trustee, the Servicer, the Delaware Trustee, the
                Auction Agent and the Broker-Dealers and their agents and
                counsel; and

                (b) all Events of Default, other than the nonpayment of the
        principal of the Obligations that has become due solely by such
        acceleration, have been cured or waived as provided in Section 6.14
        hereof.

        No such rescission shall affect any subsequent default or impair any
right consequent thereto.

        SECTION 6.09. REMEDIES NOT EXCLUSIVE. The remedies herein conferred upon
or reserved to the Trustee or the Registered Owners of Obligations are not
intended to be exclusive of any other remedy, but each remedy herein provided
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing, and every power and remedy hereby given
to the Trustee or to the Registered Owners of Obligations, or any supplement
hereto, may be exercised from time to time as often as may be deemed expedient.
No delay or omission of the Trustee or of any Registered Owner of Obligations to
exercise any power or right arising from any default hereunder shall impair any
such right or power or shall be construed to be a waiver of any such default or
to be acquiescence therein.

        SECTION 6.10. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Issuer covenants that if:

                (a) default is made in the payment of any installment of
        interest, if any, on any Notes when such interest becomes due and
        payable and such default continues for a period of five (5) days; or

                (b) default is made in the payment of the principal of (or
        premium, if any, on) any Notes at its Note Final Maturity Date,

then the Issuer will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Registered Owners, the whole amount then due and payable on such
Notes for principal (and premium, if any) and interest, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest, if any, at the rate or rates borne by or provided for in such Notes,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
fees, expenses, disbursements and advances of the Trustee and its agents and
counsel.

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        If the Issuer fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as Trustee of an express trust, may upon receiving
indemnification satisfactory to the Trustee institute a judicial proceeding for
the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Issuer or any
other obligor upon such Notes of such series and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Issuer or any other obligor upon such Notes, wherever situated.

        If an Event of Default with respect to Notes occurs and is continuing,
the Trustee may, after being indemnified to its satisfaction and in its
discretion, proceed to protect and enforce its rights and the rights of the
Registered Owners of Notes and any related coupons by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

        SECTION 6.11. DIRECTION OF TRUSTEE. Upon the happening of any Event of
Default, the Registered Owners of at least 51% of the collective aggregate
principal amount of the Highest Priority Obligations then Outstanding, shall
have the right by an instrument or instruments in writing delivered to the
Trustee to direct and control the Trustee as to the method of taking any and all
proceedings for any sale of any or all of the Trust Estate, or for the
appointment of a receiver, if permitted by law, and may at any time cause any
proceedings authorized by the terms hereof to be so taken or to be discontinued
or delayed; provided, however, that such Registered Owners shall not be entitled
to cause the Trustee to take any proceedings which in the Trustee's opinion
would be unjustly prejudicial to non-assenting Registered Owners of Obligations,
but the Trustee shall be entitled to assume that the action requested by the
Registered Owners of at least 51% of the collective aggregate principal amount
of the Highest Priority Obligations then Outstanding will not be prejudicial to
any non-assenting Registered Owners unless the Registered Owners of more than
50% of the collective aggregate principal amount of the non-assenting Registered
Owners of such Obligations, in writing, show the Trustee how they will be
prejudiced. Provided, however, that anything in this Indenture to the contrary
notwithstanding, the Registered Owners of a majority of the collective aggregate
principal amount of the Highest Priority Obligations then Outstanding together
with the Registered Owners of a majority of the collective aggregate principal
amount of all other Obligations then Outstanding shall have the right, at any
time, by an instrument or instruments in writing executed and delivered to the
Trustee, to direct the method and place of conducting all proceedings to be
taken in connection with the enforcement of the terms and conditions of this
Indenture, or for the appointment of a receiver or any other proceedings
hereunder, provided that such direction shall not be otherwise than in
accordance with the provisions of law and of this Indenture. The provisions of
this Section 6.11 shall be expressly subject to the provisions of Sections
7.01(c), 7.05 and 7.07 hereof.

        SECTION 6.12. RIGHT TO ENFORCE IN TRUSTEE. No Registered Owner of any
Obligation shall have any right as such Registered Owner to institute any suit,
action or proceedings for the enforcement of the provisions of this Indenture or
for the execution of any trust hereunder or for the appointment of a receiver or
for any other remedy hereunder, all rights of action hereunder being vested
exclusively in the Trustee, unless and until such Registered Owner shall have
previously given to the Trustee written notice of a default hereunder, and of


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the continuance thereof, and also unless the Registered Owners of the requisite
principal amount of the Obligations then Outstanding shall have made written
request upon the Trustee and the Trustee shall have been afforded reasonable
opportunity to institute such action, suit or proceeding in its own name, and
unless the Trustee shall have been offered indemnity and security satisfactory
to it against the costs, expenses and liabilities to be incurred therein or
thereby, which offer of indemnity shall be an express condition precedent
hereunder to any obligation of the Trustee to take any such action hereunder,
and the Trustee for 30 days after receipt of such notification, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding. It is understood and intended that no one or more Registered Owners
of the Obligations shall have the right in any manner whatever by his or their
action to affect, disturb or prejudice the lien of this Indenture or to enforce
any right hereunder except in the manner herein provided and for the equal
benefit of the Registered Owners of not less than a majority of the collective
aggregate principal amount of the Obligations then Outstanding.

        SECTION 6.13. PHYSICAL POSSESSION OF OBLIGATIONS NOT REQUIRED. In any
suit or action by the Trustee arising under this Indenture or on all or any of
the Obligations issued hereunder, or any supplement hereto, the Trustee shall
not be required to produce such Obligations, but shall be entitled in all things
to maintain such suit or action without their production.

        SECTION 6.14. WAIVERS OF EVENTS OF DEFAULT. The Trustee may in its
discretion waive any Event of Default hereunder and its consequences and rescind
any declaration of acceleration of Obligations, and shall do so upon the written
request of the Registered Owners of at least a majority of the collective
aggregate principal amount of the Highest Priority Obligations then Outstanding;
provided, however, that there shall not be waived (a) any Event of Default in
the payment of the principal of or premium on any Outstanding Obligations at the
date of maturity thereof, or any default in the payment when due of the interest
on any such Obligations, unless prior to such waiver or rescission, all arrears
of interest or all arrears of payments of principal and all expenses of the
Trustee, in connection with such default shall have been paid or provided for;
or (b) any default in the payment of amounts set forth in Sections 7.05 and 7.07
hereof. In case of any such waiver or rescission, or in case any proceedings
taken by the Trustee on account of any such default shall have been discontinued
or abandoned or determined adversely to the Trustee, then and in every such case
the Issuer, the Trustee and the Registered Owners of Obligations shall be
restored to their former positions and rights hereunder respectively, but no
such waiver or rescission shall extend to or affect any subsequent or other
default, or impair any rights or remedies consequent thereon. The Trustee shall
give written notice to the Rating Agency of any waiver of an Event of Default
pursuant to this Section 6.14.

                                  ARTICLE VII

                                   THE TRUSTEE

        SECTION 7.01. ACCEPTANCE OF TRUST. The Trustee hereby accepts the trusts
imposed upon it by this Indenture, and agrees to perform said trusts, but only
upon and subject to the following terms and conditions:

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                (a) Except during the continuance of an Event of Default,

                        (i) the Trustee undertakes to perform such duties and
                only such duties as are specifically set forth in this
                Indenture, and no implied covenants or obligations shall be read
                into this Indenture against the Trustee; and

                        (ii) in the absence of bad faith on its part, the
                Trustee may conclusively rely, as to the truth of the statements
                and the correctness of the opinions expressed therein, upon
                certificates or opinions furnished to the Trustee and conforming
                to the requirements of this Indenture; but in the case of any
                such certificates or opinions which by any provisions hereof are
                specifically required to be furnished to the Trustee, the
                Trustee shall be under a duty to examine the same to determine
                whether or not they conform as to form with the requirements of
                this Indenture and whether or not they contain the statements
                required under this Indenture.

                (b) In case an Event of Default has occurred and is continuing,
        the Trustee, in exercising the rights and powers vested in it by this
        Indenture, shall use the same degree of care and skill in their exercise
        as a prudent person would exercise or use under the circumstances in the
        conduct of his or her own affairs.

                (c) Before taking any action hereunder requested by Registered
        Owners, the Trustee may require that it be furnished an indemnity bond
        or other indemnity and security satisfactory to it by the Registered
        Owners, as applicable, for the reimbursement of all expenses to which it
        may be put and to protect it against all liability.

        SECTION 7.02. RECITALS OF OTHERS. The recitals, statements and
representations set forth herein and in the Notes shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the title of
the Issuer in the Trust Estate or as to the security afforded thereby and
hereby, or as to the validity or sufficiency of this Indenture or of the Notes
issued hereunder, and the Trustee shall incur no responsibility in respect of
such matters.

        SECTION 7.03. AS TO FILING OF INDENTURE. The Trustee shall be under no
duty (a) to file or record, or cause to be filed or recorded, this Indenture or
any instrument supplemental hereto, (b) or to procure any further order or
additional instruments of further assurance, (c) to see to the delivery to it of
any personal property intended to be mortgaged or pledged hereunder or
thereunder, (d) or to do any act which may be suitable to be done for the better
maintenance of the lien or security hereof (other than the filing of any
continuation (but not initial) statements), or (e) for giving notice of the
existence of such lien, or for extending or supplementing the same or to see
that any rights to the Trust Estate and Funds intended now or hereafter to be
transferred in trust hereunder are subject to the lien hereof. The Trustee shall
not be liable for failure of the Issuer to pay any tax or taxes in respect of
such property, or any part thereof, or the income therefrom or otherwise, nor
shall the Trustee be under any duty in respect of any tax which may be assessed


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against it or the Registered Owners in respect of such property or pledged to
the Trust Estate. The Trustee agrees to prepare, request that the Issuer execute
(if such execution is necessary for any such filing) and file in a timely manner
(if received from the Issuer in a timely manner) with any necessary execution by
the Issuer, the continuation statements referred to herein; provided, that the
Trustee shall have no responsibility for the sufficiency, adequacy or priority
of any initial filing and in the absence of written notice to the contrary by
the Issuer or other Authorized Representative, may rely and shall be protected
in relying on all information and exhibits in such initial filings for the
purposes of any continuation statements.

        SECTION 7.04. TRUSTEE MAY ACT THROUGH AGENTS. The Trustee may execute
any of the trusts or powers hereof and perform any duty hereunder, either itself
or by or through its attorneys, agents or employees, and it shall not be
answerable or accountable for any default, neglect or misconduct of any such
attorneys, agents or employees, if reasonable care has been exercised in the
appointment, supervision and monitoring of the work performed. All reasonable
costs incurred by the Trustee and all reasonable compensation to all such
persons as may reasonably be employed in connection with the trusts hereof shall
be paid by the Issuer.

        SECTION 7.05. INDEMNIFICATION OF TRUSTEE. Other than with respect to its
duties to make payment on the Obligations when due, and its duty to pursue the
remedy of acceleration as provided in Sections 6.02 and 6.08 hereof, for each of
which no additional security or indemnity may be required, the Trustee shall be
under no obligation or duty to perform any act at the request of Registered
Owners or to institute or defend any suit in respect thereof unless properly
indemnified and provided with security to its satisfaction as provided in
Section 7.01(c) hereof. The Trustee shall not be required to take notice, or be
deemed to have knowledge, of any default or Event of Default of the Issuer
hereunder and may conclusively assume that there has been no such default or
Event of Default (other than an Event of Default described in Section 6.01(a) or
(b) hereof) unless and until it shall have been specifically notified in writing
at the address in Section 9.01 hereof of such default or Event of Default by (a)
the Registered Owners of the required percentages in principal amount of the
Obligations then Outstanding hereinabove specified or (b) an Authorized
Representative of the Issuer. However, the Trustee may begin suit, or appear in
and defend suit, execute any of the trusts hereby created, enforce any of its
rights or powers hereunder, or do anything else in its judgment proper to be
done by it as Trustee, without assurance of reimbursement or indemnity, and in
such case the Trustee shall be reimbursed or indemnified by the Registered
Owners requesting such action, if any, or the Issuer in all other cases, for all
fees, costs and expenses, liabilities, outlays and counsel fees and other
reasonable disbursements properly incurred in connection therewith, unless such
costs and expenses, liabilities, outlays and attorneys' fees and other
reasonable disbursements properly incurred in connection therewith are
adjudicated to have resulted from the negligence or willful misconduct of the
Trustee. In furtherance and not in limitation of this Section 7.05, the Trustee
shall not be liable for, and shall be held harmless by the Issuer from,
following any Issuer Orders, instructions or other directions upon which the
Trustee is authorized to rely pursuant to this Indenture or any other agreement
to which it is a party. If the Issuer or the Registered Owners, as appropriate,
shall fail to make such reimbursement or indemnification, the Trustee may
reimburse itself from any money in its possession under the provisions of this
Indenture, subject only to the prior lien of the Notes for the payment of the
principal thereof, premium, if any, and interest thereon from the Collection
Fund. None of the provisions contained in this Indenture or any other Agreement
to which it is a party shall require the Trustee to act or to expend or risk its
own funds or otherwise incur individual financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers if the
Registered Owners shall not have offered security and indemnity acceptable to it
or if it shall have reasonable grounds for believing that prompt repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

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        The Issuer agrees to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expenses incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder arising
from the Trust Estate. The Issuer agrees to indemnify and hold harmless the
Trustee against any and all claims, demands, suits, actions or other proceedings
and all liabilities, costs and expenses whatsoever caused by any untrue
statement or misleading statement or alleged untrue statement or alleged
misleading statement of a material fact contained in any offering document
distributed in connection with the issuance of the Notes or caused by any
omission or alleged omission from such offering document of any material fact
required to be stated therein or necessary in order to make the statements made
therein in the light of the circumstances under which they were made, not
misleading.

        SECTION 7.06. TRUSTEE'S RIGHT TO RELIANCE. The Trustee shall be
protected in acting upon any notice, resolution, request, consent, order,
certificate, report, appraisal, opinion, report or document of the Issuer or the
Servicer or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties. The Trustee may consult
with experts and with counsel (who may but need not be counsel for the Issuer,
the Trustee, or for a Registered Owner), and the opinion of such counsel shall
be full and complete authorization and protection in respect of any action taken
or suffered, and in respect of any determination made by it hereunder in good
faith and in accordance with the opinion of such counsel.

        Whenever in the administration hereof the Trustee shall reasonably deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
a certificate signed by an Authorized Representative of the Issuer or an
authorized officer of the Administrator or the Servicer.

        The Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it hereby; provided, however, that
the Trustee shall be liable for its negligence or willful misconduct in taking
such action.

        The Trustee is authorized to enter into agreements with other Persons,
in its capacity as Trustee, in order to carry out or implement the terms and
provisions of this Indenture. The Trustee shall not be liable with respect to
any action taken, suffered or omitted to be taken in good faith in accordance
with this Indenture or any other transaction document or at the direction of the
Registered Owners evidencing the appropriate percentage of the aggregate
principal amount of the Outstanding Notes relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
or any other transaction document.

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        SECTION 7.07. COMPENSATION OF TRUSTEE. Except as otherwise expressly
provided herein, all advances, counsel fees (including without limitation
allocated fees of in-house counsel) and other expenses reasonably made or
incurred by the Trustee in and about the execution and administration of the
trust hereby created and reasonable compensation to the Trustee for its services
in the premises shall be paid by the Issuer. The compensation of the Trustee
shall not be limited to or by any provision of law in regard to the compensation
of trustees of an express trust. The Trustee shall not change the amount of its
annual compensation without giving the Issuer and the Rating Agency at least 90
days' written notice prior to the beginning of a Fiscal Year. If not paid by the
Issuer, the Trustee shall have a lien against all money held pursuant to this
Indenture, subject only to the prior lien of the Obligations against the money
and investments in the Collection Fund for the payment of the principal thereof,
premium, if any, and interest thereon, for such reasonable compensation,
expenses, advances and counsel fees incurred in and about the execution of the
trusts hereby created and the exercise and performance of the powers and duties
of the Trustee hereunder and the cost and expense incurred in defending against
any liability in the premises of any character whatsoever (unless such liability
is adjudicated to have resulted from the negligence or willful misconduct of the
Trustee).

        SECTION 7.08. TRUSTEE MAY OWN NOTES. The Trustee shall comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein. The Trustee hereunder, or any
successor Trustee, in its individual or other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuer, with the same rights it
would have if it were not the Trustee. The Trustee may act as depository for,
and permit any of its officers or directors to act as a member of, or act in any
other capacity in respect to, any committee formed to protect the rights of the
Registered Owners or to effect or aid in any reorganization growing out of the
enforcement of the Notes or of this Indenture, whether or not any such committee
shall represent the Registered Owners of more than 60% of the collective
aggregate principal amount of the Outstanding Obligations.

        SECTION 7.09. RESIGNATION OF TRUSTEE. The Trustee and any successor to
the Trustee may resign and be discharged from the trust created by this
Indenture by giving to the Issuer notice in writing which notice shall specify
the date on which such resignation is to take effect; provided, however, that
such resignation shall only take effect on the day specified in such notice if a
successor Trustee shall have been appointed pursuant to Section 7.11 hereof (and
is qualified to be the Trustee under the requirements of Section 7.11 hereof).
If no successor Trustee has been appointed by the date specified or within a
period of 90 days from the receipt of the notice by the Issuer, whichever period
is the longer, the Trustee may (a) appoint a temporary successor Trustee having
the qualifications provided in Section 7.11 hereof or (b) request a court of
competent jurisdiction to (i) require the Issuer to appoint a successor, as
provided in Section 7.11 hereof, within three days of the receipt of citation or
notice by the court, or (ii) appoint a Trustee having the qualifications
provided in Section 7.11 hereof. In no event may the resignation of the Trustee
be effective until a qualified successor Trustee shall have been selected and
appointed. In the event a temporary successor Trustee is appointed pursuant to
(a) above, the Issuer may remove such temporary successor Trustee and appoint a
successor thereto pursuant to Section 7.11 hereof.

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        SECTION 7.10. REMOVAL OF TRUSTEE. The Trustee or any successor Trustee
may be removed (a) at any time by the Registered Owners of a majority of the
collective aggregate principal amount of the Highest Priority Obligations then
Outstanding, (b) by the Issuer for cause or upon the sale or other disposition
of the Trustee or its corporate trust functions or (c) by the Issuer without
cause so long as no Event of Default exists or has existed within the last 30
days, upon payment to the Trustee so removed of all money then due to it
hereunder and appointment of a successor thereto by the Issuer and acceptance
thereof by said successor. One copy of any such order of removal shall be filed
with the Delaware Trustee and the other with the Trustee so removed.

        In the event a Trustee (or successor Trustee) is removed, by any person
or for any reason permitted hereunder, such removal shall not become effective
until (a) in the case of removal by the Registered Owners, such Registered
Owners by instrument or concurrent instruments in writing (signed and
acknowledged by such Registered Owners or their attorneys-in-fact) filed with
the Trustee removed have appointed a successor Trustee or otherwise the Issuer
shall have appointed a successor, and (b) the successor Trustee has accepted
appointment as such.

        SECTION 7.11. SUCCESSOR TRUSTEE. In case at any time the Trustee or any
successor Trustee shall resign, be dissolved, or otherwise shall be disqualified
to act or be incapable of acting, or in case control of the Trustee or of any
successor Trustee or of its officers shall be taken over by any public officer
or officers, a successor Trustee may be appointed by the Issuer by an instrument
in writing duly authorized by the Issuer. In the case of any such appointment by
the Issuer of a successor to the Trustee, the Issuer shall forthwith cause
notice thereof to be mailed to the Registered Owners of the Notes at the address
of each Registered Owner appearing on the note registration books maintained by
the Registrar.

        Every successor Trustee appointed by the Registered Owners, by a court
of competent jurisdiction, or by the Issuer shall be a bank or trust company in
good standing, organized and doing business under the laws of the United States
or of a state therein, which has a reported capital and surplus of not less than
$50,000,000, be authorized under the law to exercise corporate trust powers, be
subject to supervision or examination by a federal or state authority, and be an
Eligible Lender so long as such designation is necessary to maintain guarantees
and federal benefits under the Act with respect to the Financed Eligible Loans
originated under the Act.

        SECTION 7.12. MANNER OF VESTING TITLE IN TRUSTEE. Any successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
Trustee, and also to the Issuer, an instrument accepting such appointment
hereunder, and thereupon such successor Trustee, without any further act, deed
or conveyance shall become fully vested with all the estate, properties, rights,
powers, trusts, duties and obligations of its predecessors in trust hereunder
(except that the predecessor Trustee shall continue to have the benefits to
indemnification hereunder together with the successor Trustee), with like effect
as if originally named as Trustee herein; but the Trustee ceasing to act shall
nevertheless, on the written request of an Authorized Representative of the
Issuer, or an authorized officer of the successor Trustee, execute, acknowledge
and deliver such instruments of conveyance and further assurance and do such
other things as may reasonably be required for more fully and certainly vesting
and confirming in such successor Trustee all the right, title and interest of


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the Trustee which it succeeds, in and to the Trust Estate and such rights,
powers, trusts, duties and obligations, and the Trustee ceasing to act also,
upon like request, pay over, assign and deliver to the successor Trustee any
money or other property or rights subject to the lien of this Indenture,
including any pledged securities which may then be in its possession. Should any
deed or instrument in writing from the Issuer be required by the successor
Trustee for more fully and certainly vesting in and confirming to such new
Trustee such estate, properties, rights, powers and duties, any and all such
deeds and instruments in writing shall on request be executed, acknowledged and
delivered by the Issuer.

        In case any of the Notes to be issued hereunder shall have been
authenticated but not delivered, any successor Trustee may adopt the certificate
of authentication of the Trustee or of any successor to the Trustee; and in case
any of the Notes shall not have been authenticated, any successor to the Trustee
may authenticate such Notes in its own name; and in all such cases such
certificate shall have the full force which it has anywhere in the Notes or in
this Indenture.

        SECTION 7.13. ADDITIONAL COVENANTS BY THE TRUSTEE TO CONFORM TO THE ACT.
The Trustee covenants that it will at all times be an Eligible Lender under the
Act so long as such designation is necessary, as determined by the Issuer, to
maintain the guarantees and federal benefits under the Act with respect to the
Financed Eligible Loans, that it will acquire Eligible Loans originated under
the Act in its capacity as an Eligible Lender and that it will not knowingly
dispose of or deliver any Financed Eligible Loans originated under the Act or
any security interest in any such Financed Eligible Loans to any party who is
not an Eligible Lender so long as the Act or Regulations adopted thereunder
require an Eligible Lender to be the owner or holder of such Financed Eligible
Loans; provided, however, that nothing above shall prevent the Trustee from
delivering the Eligible Loans to the Servicer or the Guaranty Agency.

        SECTION 7.14. RIGHT OF INSPECTION. A Registered Owner shall be permitted
at reasonable times during regular business hours and in accordance with
reasonable regulations prescribed by the Trustee to examine at the principal
office of the Trustee a copy of any report or instrument theretofore filed with
the Trustee relating to the condition of the Trust Estate.

        SECTION 7.15. LIMITATION WITH RESPECT TO EXAMINATION OF REPORTS. Except
as provided in this Indenture, the Trustee shall be under no duty to examine any
report or statement or other document required or permitted to be filed with it
by the Issuer.

        SECTION 7.16. SERVICING AGREEMENT. The Trustee acknowledges the receipt
of a copy of the Servicing Agreement described in Section 4.04 hereof.

        SECTION 7.17. ADDITIONAL COVENANTS OF TRUSTEE. The Trustee, by the
execution hereof, covenants, represents and agrees that:

                (a) it will not exercise any of the rights, duties or privileges
        under this Indenture in such manner as would cause the Eligible Loans
        held or acquired under the terms hereof to be transferred, assigned or
        pledged as security to any person or entity other than as permitted by
        this Indenture; and

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                (b) it will comply with the Act and the Regulations and will,
        upon written notice from an Authorized Representative of the Issuer, the
        Secretary or the Guaranty Agency, use its reasonable efforts to cause
        this Indenture to be amended (in accordance with Section 8.01 hereof) if
        the Act or Regulations are hereafter amended so as to be contrary to the
        terms of this Indenture.

        SECTION 7.18. DUTY OF TRUSTEE WITH RESPECT TO RATING AGENCIES. It shall
be the duty of the Issuer to notify each Rating Agency then rating any of the
Notes (but the Trustee shall incur no liability for any failure to do so) of (a)
any change, expiration, extension or renewal of this Indenture, (b) prepayment
or defeasance of all the Notes, (c) any change in the Trustee or (d) any other
information reasonably required to be reported to each Rating Agency under any
Supplemental Indenture; provided, however, the provisions of this Section do not
apply when such documents have been previously supplied to such Rating Agency
and the Trustee has received written evidence to such effect, all as may be
required by this Indenture. All notices required to be forwarded to the Rating
Agencies under this Section shall be sent in writing at the following addresses:

        Standard & Poor's Ratings Services,
        a Division of the McGraw-Hill Companies, Inc.
        55 Water Street
        New York, New York  10041
        Attention:  Asset-Backed Surveillance Group

        Fitch, Inc.
        One State Street Plaza
        New York, New York  10004
        Attention:  Structured Finance

        Moody's Investors Service
        99 Church Street
        New York, New York  10007
        Attention:  ABS Monitoring Group

        The Trustee also acknowledges that each Rating Agency's periodic review
for maintenance of a Rating on any series of the Notes may involve discussions
and/or meetings with representatives of the Trustee at mutually agreeable times
and places.

        SECTION 7.19. MERGER OF THE TRUSTEE. Any corporation into which the
Trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Indenture, without the execution or filing of any paper of any
further act on the part of any other parties hereto.

        SECTION 7.20. RECEIPT OF FUNDS FROM SERVICER. The Trustee shall not be
accountable or responsible in any manner whatsoever for any action of the
Issuer, the Administrator, the depository bank of any funds of the Issuer, or
the Servicer while the Servicer is acting as bailee or agent of the Trustee with
respect to the Eligible Loans for actions taken in compliance with any
instruction or direction given to the Trustee, or for the application of funds
or moneys by the Servicer until such time as funds are received by the Trustee.

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        SECTION 7.21. SPECIAL CIRCUMSTANCES LEADING TO RESIGNATION OF TRUSTEE.
Because the Trustee serves as trustee hereunder for Obligations of different
priorities, it is possible that circumstances may arise which will cause the
Trustee to resign from its position as trustee for one or more of the
Obligations. In the event that the Trustee makes a determination that it should
so resign, due to the occurrence of an Event of Default or potential default
hereunder, or otherwise, the Issuer may permit such resignation as to one or
more of the Obligations or request the Trustee's resignation as to all
Obligations, as the Issuer may elect. If the Issuer should determine that a
conflict of interest has arisen as to the trusteeship of any of the Obligations,
it may authorize and execute a Supplemental Indenture with one or more successor
Trustees, under which the administration of certain of the Obligations would be
separated from the administration of the other Obligations.

        SECTION 7.22. SURVIVAL OF TRUSTEE'S RIGHTS TO RECEIVE COMPENSATION,
REIMBURSEMENT AND INDEMNIFICATION. The Trustee's rights to receive compensation,
reimbursement and indemnification of money due and owing hereunder at the time
of the Trustee's resignation or removal shall survive the Trustee's resignation
or removal.

        SECTION 7.23. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 7.23, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.23, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VII. Neither the Issuer
nor any Person directly or indirectly controlling or controlled by, or under
common control with, the Issuer shall serve as Trustee.

        SECTION 7.24. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Issuer or any other obligor upon the Notes or the property of the Issuer or
of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Notes of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Issuer for the payment of overdue
principal, premium, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise:

                (a) to file and prove a claim for the whole amount, or such
        lesser amount as may be provided for in the Notes, of principal (and
        premium, if any) and interest, if any, owing and unpaid in respect of
        the Notes and to file such other papers or documents as may be necessary
        or advisable in order to have the claims of the Trustee (including any
        claim for the reasonable fees, compensation, expenses, disbursements and
        advances of the Trustee and its agents and counsel) and of the
        Registered Owners allowed in such judicial proceeding; and

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                (b) to collect and receive any money or other property payable
        or deliverable on any such claims and to distribute the same; and any
        custodian, receiver, assignee, trustee, liquidator, sequestrator (or
        other similar official) in any such judicial proceeding is hereby
        authorized by each Registered Owner of Notes to make such payments to
        the Trustee, and if the Trustee shall consent to the making of such
        payments directly to the Registered Owners, to pay to the Trustee any
        amount due to it for the reasonable fees, compensation, expenses,
        disbursements and advances of the Trustee and any predecessor Trustee,
        their agents and counsel, and any other amounts due the Trustee or any
        predecessor Trustee.

        Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Registered Owner of
a Note any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Registered Owner thereof, or to
authorize the Trustee to vote in respect of the claim of any Registered Owner of
a Note in any such proceeding.

        In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Registered Owners of the Notes, and it shall not be necessary to make any
Registered Owners of the Notes parties to any such proceedings.

        SECTION 7.25. NO PETITION. The Trustee will not at any time institute
against the Issuer any bankruptcy proceeding under any United States federal or
State bankruptcy or similar law in connection with any obligations of the Issuer
under this Indenture.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

        SECTION 8.01. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF
REGISTERED OWNERS. The Issuer and the Trustee may, without the consent of or
notice to any of the Registered Owners of any Obligations enter into any
indenture or indentures supplemental to this Indenture for any one or more of
the following purposes:

                (a) to cure any ambiguity or formal defect or omission in this
        Indenture;

                (b) to grant to or confer upon the Trustee for the benefit of
        the Registered Owners any additional benefits, rights, remedies, powers
        or authorities that may lawfully be granted to or conferred upon the
        Registered Owners or the Trustee;

                (c) to subject to this Indenture additional revenues, properties
        or collateral;

                (d) to modify, amend or supplement this Indenture or any
        indenture supplemental hereto in such manner as to permit the
        qualification hereof and thereof under the Trust Indenture Act of 1939


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        or any similar federal statute hereafter in effect or to permit the
        qualification of the Notes for sale under the securities laws of the
        United States of America or of any of the states of the United States of
        America, and, if they so determine, to add to this Indenture or any
        indenture supplemental hereto such other terms, conditions and
        provisions as may be permitted by said Trust Indenture Act of 1939 or
        similar federal statute;

                (e) to evidence the appointment of a separate or co-Trustee or a
        co-registrar or transfer agent or the succession of a new Trustee
        hereunder, or any additional or substitute Guaranty Agency or Servicer;

                (f) to add such provisions to or to amend such provisions of
        this Indenture as may be necessary or desirable to assure implementation
        of the Program in conformance with the Act if along with such
        Supplemental Indenture there is filed an opinion of counsel to the
        effect that the addition or amendment of such provisions will in no way
        impair the existing security of the Registered Owners of any Outstanding
        Obligations;

                (g) to make any change as shall be necessary in order to obtain
        and maintain for any of the Notes an investment grade Rating from a
        nationally recognized rating service, which changes, in the opinion of
        the Trustee are not to the prejudice of the Registered Owner of any of
        the Obligations;

                (h) to make any changes necessary to comply with the Act, the
        Regulations or the Code and the regulations promulgated thereunder;

                (i) to make the terms and provisions of this Indenture,
        including the lien and security interest granted herein, applicable to a
        Derivative Product, and to modify this Indenture with respect to any
        particular Derivative Product;

                (j) to create any additional Funds or Accounts or Subaccounts
        under this Indenture deemed by the Trustee to be necessary or desirable;

                (k) to make any other change with a Rating Confirmation; or

                (l) to make any other change which, in the judgment of the
        Trustee is not to the material prejudice of the Registered Owners of any
        Obligations;

provided, however, that nothing in this Section shall permit, or be construed as
permitting, any modification of the trusts, powers, rights, duties, remedies,
immunities and privileges of the Trustee without the prior written approval of
the Trustee, which approval shall be evidenced by execution of a Supplemental
Indenture.

        SECTION 8.02. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF REGISTERED
OWNERS. Exclusive of Supplemental Indentures covered by Section 8.01 hereof and
subject to the terms and provisions contained in this Section, and not
otherwise, the Registered Owners of not less than a majority of the collective
aggregate principal amount of the Obligations then Outstanding shall have the
right, from time to time, to consent to and approve the execution by the Issuer
and the Trustee of such other indenture or indentures supplemental hereto as
shall be deemed necessary and desirable by the Trustee for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contained in this Indenture or in any Supplemental
Indenture; provided, however, that nothing in this Section shall permit, or be


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construed as permitting (a) without the consent of the Registered Owners of all
then Outstanding Obligations, (i) an extension of the maturity date of the
principal of or the interest on any Obligation, or (ii) a reduction in the
principal amount of any Obligation or the rate of interest thereon, or (iii) a
privilege or priority of any Obligation or Obligations over any other Obligation
or Obligations except as otherwise provided herein, or (iv) a reduction in the
aggregate principal amount of the Obligations required for consent to such
Supplemental Indenture, or (v) the creation of any lien other than a lien
ratably securing all of the Obligations at any time Outstanding hereunder except
as otherwise provided herein; or (b) any modification of the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges of the Trustee
without the prior written approval of the Trustee.

        If at any time the Issuer shall request the Trustee to enter into any
such Supplemental Indenture for any of the purposes of this Section, the Trustee
shall, upon being satisfactorily indemnified with respect to expenses, cause
notice of the proposed execution of such Supplemental Indenture to be mailed by
registered or certified mail to each Registered Owner of an Obligation at the
address shown on the registration books or listed in any Derivative Product.
Such notice (which shall be prepared by the Issuer) shall briefly set forth the
nature of the proposed Supplemental Indenture and shall state that copies
thereof are on file at the principal corporate trust office of the Trustee for
inspection by all Registered Owners. If, within 60 days, or such longer period
as shall be prescribed by the Issuer, following the mailing of such notice, the
Registered Owners of not less than a majority of the collective aggregate
principal amount of the Obligations Outstanding at the time of the execution of
any such Supplemental Indenture shall have consented in writing to and approved
the execution thereof as herein provided, no Registered Owner of any Obligation
shall have any right to object to any of the terms and provisions contained
therein, or the operation thereof, or in any manner to question the propriety of
the execution thereof, or to enjoin or restrain the Trustee or the Issuer from
executing the same or from taking any action pursuant to the provisions thereof.
Upon the execution of any such Supplemental Indenture as in this Section 8.02
permitted and provided, this Indenture shall be and be deemed to be modified and
amended in accordance therewith.

        SECTION 8.03. ADDITIONAL LIMITATION ON MODIFICATION OF INDENTURE. None
of the provisions of this Indenture (including Sections 8.01 and 8.02 hereof)
shall permit an amendment to the provisions of the Indenture which permits the
transfer of all or part of the Financed Eligible Loans originated under the Act
or granting of a security interest therein to any Person other than an Eligible
Lender or the Servicer, unless the Act or Regulations are hereafter modified so
as to permit the same. The Trustee may request an opinion of counsel to the
effect that an amendment or supplement to this Indenture was adopted in
conformance with this Indenture.

        SECTION 8.04. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Notes, the Trustee shall transmit in
the manner and to the extent provided in TIA Section 313(c), notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest with respect to any


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Note, or in the payment of any sinking fund installment with respect to the
Notes, the Trustee shall be protected in withholding such notice if and so long
as an authorized officer of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Registered Owners of the
Notes. For the purpose of this Section 8.04, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Notes.

        SECTION 8.05. CONFORMITY WITH THE TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article VIII shall conform to
the requirements of the Trust Indenture Act as then in effect.

                                   ARTICLE IX

                               GENERAL PROVISIONS

        SECTION 9.01. NOTICES. Any notice, request or other instrument required
by this Indenture to be signed or executed by the Registered Owners of
Obligations may be executed by the execution of any number of concurrent
instruments of similar tenor, and may be signed or executed by such Registered
Owners of Obligations in person or by agent appointed in writing. As a condition
for acting thereunder the Trustee may demand proof of the execution of any such
instrument and of the fact that any person claiming to be the owner of any of
said Obligations is such owner and may further require the actual deposit of
such Obligation or Obligations with the Trustee. The fact and date of the
execution of such instrument may be proved by the certificate of any officer in
any jurisdiction who by the laws thereof is authorized to take acknowledgments
of deeds within such jurisdiction, that the person signing such instrument
acknowledged before him the execution thereof, or may be proved by any affidavit
of a witness to such execution sworn to before such officer.

        The amount of Notes held by any person executing such instrument as a
Registered Owner of Notes and the fact, amount and numbers of the Notes held by
such person and the date of his holding the same may be proved by a certificate
executed by any responsible trust company, bank, banker or other depository in a
form approved by the Trustee, showing that at the date therein mentioned such
person had on deposit with such depository the Notes described in such
certificate; provided, however, that at all times the Trustee may require the
actual deposit of such Note or Notes with the Trustee.

        All notices, requests and other communications to any party hereunder
shall be in writing (including bank wire, telex, telecopy or facsimile or
similar writing) at the following addresses, and each address shall constitute
each party's respective "Principal Office" for purposes of the Indenture:

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        If intended for the Issuer:

               Nelnet Student Loan Trust 200__-__
               c/o Wilmington Trust Company, Delaware Trustee
               Rodney Square North
               1100 North Market Street
               Wilmington, DE  19890
               Attention: Corporate Trust Administration
               Telephone:  (302) 651-1000
               Facsimile:  (302) 636-4140

               With a copy to the Administrator:

               Nelnet, Inc.
               121 South 13th Street, Suite 201
               Lincoln, NE  68505
               Attention:  Terry J. Heimes
               Telephone:  (402) 458-2303
               Facsimile:  (402) 458-2399

        If intended for the Trustee:

               Zions First National Bank
               717 Seventeenth Street, Suite 301
               Denver, CO  80202
               Attention: Corporate Trust Department
               Telephone:  (720) 947-7475
               Facsimile:  (720) 947-7480

        Any party may change the address to which subsequent notices to such
party are to be sent, or of its Principal Office, by notice to the others,
delivered by hand or received by telex or facsimile or registered first-class
mail, postage prepaid. Each such notice, request or other communication shall be
effective when delivered by hand or received by facsimile or registered
first-class mail, postage prepaid.

        SECTION 9.02. COVENANTS BIND ISSUER. The covenants, agreements,
conditions, promises, and undertakings in this Indenture shall extend to and be
binding upon the successors and assigns of the Issuer, and all of the covenants
hereof shall bind such successors and assigns, and each of them, jointly and
severally. All the covenants, conditions and provisions hereof shall be held to
be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Owners from time to time of the Obligations.

        No extension of time of payment of any of the Obligations shall operate
to release or discharge the Issuer, it being agreed that the liability of the
Issuer, to the extent permitted by law, shall continue until all of the
Obligations are paid in full, notwithstanding any transfer of Financed Eligible
Loans or extension of time for payment.

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        SECTION 9.03. LIEN CREATED. This Indenture shall operate effectually as
(a) a grant of lien on and security interest in, and (b) an assignment of, the
Trust Estate.

        SECTION 9.04. SEVERABILITY OF LIEN. If the lien of this Indenture shall
be or shall ever become ineffectual, invalid or unenforceable against any part
of the Trust Estate, which is not subject to the lien, because of want of power
or title in the Issuer, the inclusion of any such part shall not in any way
affect or invalidate the pledge and lien hereof against such part of the Trust
Estate as to which the Issuer in fact had the right to pledge.

        SECTION 9.05. CONSENT OF REGISTERED OWNERS BINDS SUCCESSORS. Any request
or consent of the Registered Owner of any Obligations given for any of the
purposes of this Indenture shall bind all future Registered Owners of the same
Obligation or any Obligations issued in exchange therefor or in substitution
thereof in respect of anything done or suffered by the Issuer or the Trustee in
pursuance of such request or consent.

        SECTION 9.06. NONLIABILITY OF PERSONS; NO GENERAL OBLIGATION. It is
hereby expressly made a condition of this Indenture that any agreements,
covenants or representations herein contained or contained in the Notes do not
and shall never constitute or give rise to a personal or pecuniary liability or
charge against the organizers, officers, employees, agents or trustees or the
Administrator of the Issuer, or against the general credit of the Issuer, and in
the event of a breach of any such agreement, covenant or representation, no
personal or pecuniary liability or charge payable directly or indirectly from
the general revenues of the Issuer shall arise therefrom. Nothing contained in
this Section, however, shall relieve the Issuer from the observance and
performance of the several covenants and agreements on its part herein
contained.

        SECTION 9.07. NONPRESENTMENT OF NOTES OR INTEREST CHECKS. Should any of
the Notes or interest checks not be presented for payment when due, the Trustee
shall retain from any money transferred to it for the purpose of paying the
Notes or interest checks so due, for the benefit of the Registered Owners
thereof, a sum of money sufficient to pay such Notes or interest checks when the
same are presented by the Registered Owners thereof for payment. Such money
shall not be required to be invested. All liability of the Issuer to the
Registered Owners of such Notes or interest checks and all rights of such
Registered Owners against the Issuer under the Notes or interest checks or under
this Indenture shall thereupon cease and determine, and the sole right of such
Registered Owners shall thereafter be against such deposit. If any Note or
interest check shall not be presented for payment within the period of two years
following its payment or prepayment date, the Trustee shall return to the Issuer
the money theretofore held by it for payment of such Note or interest check, and
such Note or interest check shall (subject to the defense of any applicable
statute of limitation) thereafter be an unsecured obligation of the Issuer. The
Trustee's responsibility for any such money shall cease upon remittance thereof
to the Issuer.

        SECTION 9.08. SECURITY AGREEMENT. This Indenture constitutes a Financing
Statement and a Security Agreement under the Delaware Uniform Commercial Code.

        SECTION 9.09. LAWS GOVERNING. It is the intent of the parties hereto
that this Indenture shall in all respects be governed by the laws of the State
of New York. This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

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        SECTION 9.10. SEVERABILITY. Of any covenant, agreement, waiver, or part
thereof in this Indenture contained be forbidden by any pertinent law or under
any pertinent law be effective to render this Indenture invalid or unenforceable
or to impair the lien hereof, then each such covenant, agreement, waiver, or
part thereof shall itself be and is hereby declared to be wholly ineffective,
and this Indenture shall be construed as if the same were not included herein.

        SECTION 9.11. EXHIBITS. The terms of the Schedules and Exhibits, if any,
attached to this Indenture are incorporated herein in all particulars.

        SECTION 9.12. NON-BUSINESS DAYS. Except as may otherwise be provided
herein, if the date for making payment of any amount hereunder or on any Note,
or if the date for taking any action hereunder, is not a Business Day, then such
payment can be made without accruing further interest or action can be taken on
the next succeeding Business Day, with the same force and effect as if such
payment were made when due or action taken on such required date.

        SECTION 9.13. PARTIES INTERESTED HEREIN. Nothing in this Indenture
expressed or implied is intended or shall be construed to confer upon, or to
give to, any person or entity, other than the Trustee, the Delaware Trustee, the
paying agent, if any, and the Registered Owners of the Obligations, any right,
remedy or claim under or by reason of this Indenture or any covenant, condition
or stipulation hereof, and all covenants, stipulations, promises and agreements
in this Indenture contained by and on behalf of the Issuer shall be for the sole
and exclusive benefit of the Trustee, the paying agent, if any, and the
Registered Owners of the Obligations.

        SECTION 9.14. OBLIGATIONS ARE LIMITED OBLIGATIONS. The Notes and the
obligations of the Issuer contained in this Indenture are special, limited
obligations of the Issuer, secured by and payable solely from the Trust Estate
herein provided. The Issuer shall not be obligated to pay the Notes, the
interest thereon, or any other obligation created by or arising from this
Indenture from any other source.

        SECTION 9.15. COUNTERPARTY RIGHTS. No Counterparty which shall be in
default under any Derivative Product with the Issuer shall have any of the
rights granted to a Counterparty or as the Registered Owner of an Obligation
hereunder. A Counterparty which is in default under any Derivative Product shall
however, continue to maintain all obligations undertaken by it under the terms
of its Derivative Product.

        SECTION 9.16. DISCLOSURE OF NAMES AND ADDRESSES OF REGISTERED OWNERS.
Registered Owners of Notes, by receiving and holding the same, agree with the
Issuer and the Trustee that neither the Issuer nor the Trustee nor any
Securities Depository shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Registered Owners of Notes
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

        SECTION 9.17. AGGREGATE PRINCIPAL AMOUNT OF OBLIGATIONS. Whenever in
this Indenture reference is made to the aggregate principal amount of any
Obligations, such phrase shall mean, at any time, the principal amount of any
Notes and the Derivative Value of any Derivative Product.

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<PAGE>

        SECTION 9.18. FINANCED ELIGIBLE LOANS. The Issuer expects to acquire
Eligible Loans and to transfer Eligible Loans to the Trustee, in accordance with
this Indenture, which Eligible Loans, upon becoming subject to the lien of this
Indenture, constitute Financed Eligible Loans, as defined herein. If for any
reason a Financed Eligible Loan does not constitute an Eligible Loan, or ceases
to constitute an Eligible Loan, such loan shall continue to be subject to the
lien of this Indenture as a Financed Eligible Loan.

        SECTION 9.19. CONCERNING THE DELAWARE TRUSTEE. It is expressly
understood and agreed by the parties to this Indenture and the Registered Owners
that (a) this Indenture is executed and delivered by the Delaware Trustee not in
its individual or personal capacity but solely in its capacity as Delaware
Trustee under the Trust Agreement on behalf of the Issuer, in the exercise of
the powers and authority conferred and vested in it as Delaware Trustee under
the Trust Agreement, subject to the protections, indemnities and limitations
from liability afforded to the Delaware Trustee thereunder; (b) the
representations, warranties, covenants, undertakings, agreements and obligations
by the Delaware Trustee are made and intended not as personal representations,
warranties, covenants, undertakings, agreements and obligations by Wilmington
Trust Company, but are made and intended for the purpose of only binding the
Trust Estate, as defined in the Trust Agreement, and the Issuer; (c) nothing
contained herein shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any expressed or implied
covenant, duty or obligation of any kind whatsoever contained herein; and (d)
under no circumstances shall Wilmington Trust Company, be personally liable for
the payment of any fees, costs, indebtedness or expenses of any kind whatsoever
or be personally liable for the breach or failure of any obligation,
representation, agreement, warranty or covenant whatsoever made or undertaken by
the Delaware Trustee or Issuer hereunder.

                                   ARTICLE X

                        PAYMENT AND CANCELLATION OF NOTES
                          AND SATISFACTION OF INDENTURE

        SECTION 10.01. TRUST IRREVOCABLE. The trust created by the terms and
provisions of this Indenture is irrevocable until the indebtedness secured
hereby (the Notes and interest thereon) and all Issuer Derivative Payments are
fully paid or provision made for its payment as provided in this Article.

        SECTION 10.02. SATISFACTION OF INDENTURE.

                (a) If the Issuer shall pay, or cause to be paid, or there shall
        otherwise be paid (i) to the Registered Owners of the Notes, the
        principal of and interest on the Notes, at the times and in the manner


                                       76
<PAGE>

        stipulated in this Indenture; and (ii) to each Counterparty, all Issuer
        Derivative Payments then due, then the pledge of the Trust Estate, and
        all covenants, agreements and other obligations of the Issuer to the
        Registered Owners of Notes shall thereupon cease, terminate and become
        void and be discharged and satisfied. In such event, the Trustee shall
        execute and deliver to the Issuer all such instruments as may be
        desirable to evidence such discharge and satisfaction, and the Trustee
        shall pay over or deliver all money held by it under this Indenture to
        the party entitled to receive the same under this Indenture. If the
        Issuer shall pay or cause to be paid, or there shall otherwise be paid,
        to the Registered Owners of any Outstanding Notes the principal of and
        interest on such Notes and to each Counterparty all Counterparty
        Payments then due, at the times and in the manner stipulated in this
        Indenture and in the Derivative Product, such Notes and each
        Counterparty shall cease to be entitled to any lien, benefit or security
        under this Indenture, and all covenants, agreements and obligations of
        the Issuer to the Registered Owners thereof and each Counterparty shall
        thereupon cease, terminate and become void and be discharged and
        satisfied.

                (b) Notes or interest installments shall be deemed to have been
        paid within the meaning of Section 10.02(a) hereof if money for the
        payment thereof has been set aside and is being held in trust by the
        Trustee at the Note Final Maturity Date or earlier prepayment date
        thereof. Any Outstanding Note shall, prior to the Note Final Maturity
        Date or earlier prepayment thereof, be deemed to have been paid within
        the meaning and with the effect expressed in Section 10.02(a) hereof if
        (i) such Note is to be prepaid on any date prior to its Note Final
        Maturity Date and (ii) the Issuer shall have given notice of prepayment
        as provided herein on said date, there shall have been deposited with
        the Trustee either money (fully insured by the Federal Deposit Insurance
        Issuer or fully collateralized by Governmental Obligations) in an amount
        which shall be sufficient, or Governmental Obligations (including any
        Governmental Obligations issued or held in book-entry form on the books
        of the Department of Treasury of the United States of America) the
        principal of and the interest on which when due will provide money
        which, together with the money, if any, deposited with the Trustee at
        the same time, shall be sufficient, to pay when due the principal of and
        interest to become due on such Note on and prior to the prepayment date
        or Note Final Maturity Date thereof, as the case may be. Notwithstanding
        anything herein to the contrary, however, no such deposit shall have the
        effect specified in this subsection (b) if made during the existence of
        an Event of Default, unless made with respect to all of the Notes then
        Outstanding. Neither Governmental Obligations nor money deposited with
        the Trustee pursuant to this subsection (b) nor principal or interest
        payments on any such Governmental Obligations shall be withdrawn or used
        for any purpose other than, and shall be held irrevocably in trust in an
        escrow account for, the payment of the principal of and interest on such
        Notes. Any cash received from such principal of and interest on such
        Governmental Obligations deposited with the Trustee, if not needed for
        such purpose, shall, to the extent practicable, be reinvested in
        Governmental Obligations maturing at times and in amounts sufficient to
        pay when due the principal of and interest on such Notes on and prior to
        such prepayment date or Note Final Maturity Date thereof, as the case
        may be, and interest earned from such reinvestments shall be paid over
        to the Issuer, as received by the Trustee, free and clear of any trust,
        lien or pledge. Any payment for Governmental Obligations purchased for
        the purpose of reinvesting cash as aforesaid shall be made only against
        delivery of such Governmental Obligations. For the purposes of this
        Section, "Governmental Obligations" shall mean and include only
        non-callable direct obligations of the Department of the Treasury of the
        United States of America or portions thereof (including interest or


                                       77
<PAGE>

        principal portions thereof), and such Governmental Obligations shall be
        of such amounts, maturities and interest payment dates and bear such
        interest as will, without further investment or reinvestment of either
        the principal amount thereof or the interest earnings therefrom, be
        sufficient to make the payments required herein, and which obligations
        have been deposited in an escrow account which is irrevocably pledged as
        security for the Notes. Such term shall not include mutual funds and
        unit investment trusts.

                (c) Any Issuer Derivative Payments are deemed to have been paid
        and the applicable Derivative Product terminated when payment of all
        Issuer Derivative Payments due and payable to each Counterparty under
        its respective Derivative Product have been made or duly provided for to
        the satisfaction of each Counterparty and the respective Derivative
        Product has been terminated.

                (d) In no event shall the Trustee deliver over to the Issuer any
        Financed Eligible Loans originated under the Act unless the Issuer is an
        Eligible Lender, if the Act or Regulations then in effect require the
        owner or holder of such Financed Eligible Loans to be an Eligible
        Lender.

                (e) The provisions of this Section are applicable to the Notes
        and the Issuer Derivative Payments.

        SECTION 10.03. OPTIONAL PURCHASE OF ALL FINANCED ELIGIBLE LOANS. The
Administrator shall certify to and notify the Sponsor and the Trustee in
writing, within 15 days after the last Business Day of each Collection Period in
which the then outstanding Pool Balance is 12% or less of the Initial Pool
Balance, of the percentage that the then outstanding Pool Balance bears to the
Initial Pool Balance. The Sponsor shall have the option to purchase (a) all of
the Financed Eligible Loans on the date (the "Optional Purchase Date") that is
the tenth (10th) Business Day preceding the earlier of (i) the _________________
Quarterly Distribution Date, if any LIBOR-Rate Notes shall then be Outstanding
on such Quarterly Distribution Date, or (ii) the Quarterly Distribution Date
next succeeding the date on which the then outstanding Pool Balance is 10% or
less of the Initial Pool Balance; or (b) on the Optional Purchase Date that is
the tenth (10th) Business Day preceding the _____________ Quarterly Distribution
Date, only the portion of the Financed Eligible Loans that will be sufficient to
redeem the Outstanding LIBOR-Rate Notes on the ______________ Quarterly
Distribution Date. To exercise the option described in clause (a) above, the
Sponsor shall deposit in the Collection Fund on the Optional Purchase Date, an
amount equal to the aggregate Purchase Amount for the Financed Eligible Loans
and the related rights with respect thereto, plus the appraised value of any
such other property held by the Trust other than the Funds and Accounts, such
value to be determined by an appraiser mutually agreed upon by the Sponsor and
the Trustee; provided, however, that the Sponsor may not effect such purchase if
such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase
Amount. To exercise the option described in clause (b) above, the Sponsor shall
(i) deposit in the Collection Fund on the Optional Purchase Date, an amount
equal to the aggregate Purchase Amount for the Financed Eligible Loans and the
related rights with respect thereto, which amount will be sufficient to redeem
on the ____________ Quarterly Distribution Date any LIBOR-Rate Notes Outstanding
on such Quarterly Distribution Date and (ii) provide the Trustee with a Rating
Confirmation with respect to the Outstanding Auction Rate Notes.

                                       78
<PAGE>

        SECTION 10.04. AUCTION OF FINANCED ELIGIBLE LOANS. If the Sponsor does
not exercise its option to purchase Financed Eligible Loans pursuant to Section
10.03(b), the Trustee (or its designated agent) shall, promptly after the
Business Day next succeeding the Optional Purchase Date that is the tenth (10th)
Business Day preceding the ___________ Quarterly Distribution Date, offer for
sale Financed Eligible Loans in an amount sufficient to redeem all Notes
Outstanding on such Quarterly Distribution Date, and any such sale shall be
consummated on or before such Quarterly Distribution Date (the "Trust Auction
Date"). The Trustee shall provide written notice to the Sponsor of any such
offer for sale at least three Business Days in advance of the Trust Auction
Date. If at least two bids are received, the Trustee (or its designated agent)
shall solicit and resolicit new bids from all participating bidders until only
one bid remains or the remaining bidders decline to resubmit bids. The Trustee
shall accept the highest of such remaining bids if it is equal to or in excess
of both (i) the amount necessary to redeem all Notes Outstanding on the
____________ Quarterly Distribution Date and (ii) the fair market value of such
Financed Eligible Loans as of the end of the Collection Period immediately
preceding the Trust Auction Date. If at least two bids are not received or the
highest bid after the resolicitation process is completed is not equal to or in
excess of the higher of the amounts described in the preceding sentence, the
Trustee shall not consummate such sale. The Trustee may consult, and, at the
direction of the Sponsor, shall consult, with a financial advisor, including an
underwriter of the Notes or the Administrator, to determine if the fair market
value of the Financed Eligible Loans has been offered. The proceeds of any such
sale will be applied to the redemption of all Notes Outstanding in accordance
with Section 5.03(i) hereof. Unless requested by the Administrator, if the sale
is not completed, the Trustee may, but will not be obligated to, solicit bids
for sale of the Financed Eligible Loans with respect to future Quarterly
Distribution Dates upon terms similar to those described above. The Trustee
shall be obligated to make such solicitations, however, if requested to do so by
the Administrator. Notice of the prepayment of any Obligations resulting from a
purchase of the Financed Eligible Loans on the Optional Purchase Date or the
auction of the Financed Eligible Loans on the Trust Auction Date, shall be given
by the Trustee to the Registered Owners by first-class mail within five Business
Days of such Optional Purchase Date or Trust Auction Date.

        SECTION 10.05. CANCELLATION OF PAID NOTES. Any Notes which have been
paid or purchased by the Issuer, mutilated Notes replaced by new Notes, and any
temporary Note for which definitive Notes have been delivered shall (unless
otherwise directed by the Issuer by Issuer Order) forthwith be cancelled by the
Trustee and, except for temporary Notes, returned to the Issuer.





                      [Remainder of This Page Intentionally Left Blank]


                                       79
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this Indenture to be executed
in its organizational name and behalf by its Delaware Trustee, and the Trustee,
to evidence its acceptance of the trusts hereby created, has caused this
Indenture to be executed in its organizational name and behalf, all in multiple
counterparts, each of which shall be deemed an original, and the Issuer and the
Trustee have caused this Indenture to be dated as of the date herein above first
shown.

                                  NELNET STUDENT LOAN TRUST 200__-__, a
                                  Delaware statutory trust

                                  By: WILMINGTON TRUST COMPANY, not in its
                                      individual capacity or personal capacity
                                      but solely in its capacity as Delaware
                                      Trustee



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


                                  ZIONS FIRST NATIONAL BANK, as Trustee



                                  By
                                     -------------------------------------------
                                      David W. Bata, Vice President


                                  Acknowledged and accepted as to
                                  clause "C" of the Granting
                                  Clauses as of the day and year
                                  first written above:



                                  ZIONS FIRST NATIONAL BANK, as Eligible Lender
                                  Trustee



                                  By
                                     -------------------------------------------
                                      David W. Bata, Vice President


                                       80
<PAGE>

                                   APPENDIX A

                         CERTAIN TERMS AND PROVISIONS OF
                             THE AUCTION RATE NOTES


                                    ARTICLE I

                                   DEFINITIONS

        Except as provided below in this Section, all terms which are defined in
Article I of the Indenture shall have the same meanings, respectively, in this
Appendix A as such terms are given in the Indenture. In addition, the following
terms shall have the following respective meanings:

        "ALL HOLD RATE" means, on any date of determination, the interest rate
per annum equal to 90% of the Applicable LIBOR Rate, rounded to the nearest one
thousandth of one percent; provided that in no event shall the All Hold Rate be
more than the Interest Rate Limitation or less than zero.

        "APPLICABLE CP SPREAD," on any date of determination, means the
following percentages, based on the lowest rating assigned to the Auction Rate
Notes:

                                  CREDIT RATING

       S&P                MOODY'S              FITCH        APPLICABLE CP SPREAD
      "AAA"                "Aaa"               "AAA"                 0.75%
  "AA-" to "AA+"       "Aa3" to Aa1"       "AA-" to AA+"             0.75
   "A-" to "A+"         "A3" to "A1"        "A-" to "A+"             0.75
 "BBB-" to BBB+"      "Baa3" to "Baa1"    "BBB-" to "BBB+"           1.00
   Below "BBB-"         Below "Baa3"        Below "BBB-"             1.50

        "APPLICABLE LIBOR RATE" means, with respect to the Auction Rate Notes
(a) for Auction Periods of 28 days or less, One Month LIBOR; (b) for Auction
Periods of more than 28 days but less than 91 days, Three Month LIBOR; (c) for
Auction Periods of more than 90 days but less than 181 days, Six-Month LIBOR;
and (d) for Auction Periods of more than 180 days, One Year LIBOR. As used in
this definition and otherwise herein, the terms "One Month LIBOR," "Three Month
LIBOR," "Six Month LIBOR" or "One Year LIBOR" mean the rate of interest per
annum equal to the rate per annum at which United States dollar deposits having
a maturity of one month, three months, six months or one year, respectively, are
offered to prime banks in the London interbank market which appear on the
Reuters Screen LIBOR Page as of approximately 11:00 a.m., London time, on the
Interest Rate Determination Date. If at least two such quotations appear, One
Month LIBOR, Three Month LIBOR, Six Month LIBOR or One Year LIBOR, respectively,
will be the arithmetic mean (rounded upwards, if necessary, to the nearest one
hundredth of one percent) of such offered rates. If fewer than two such quotes
appear, One Month LIBOR, Three Month LIBOR, Six Month LIBOR or One-Year LIBOR,
respectively, with respect to such Auction Period will be determined at
approximately 11:00 a.m., London time, on such Interest Rate Determination Date
on the basis of the rate at which deposits in United States dollars having a
maturity of one month, three months, six months or one year, respectively, are
offered to prime banks in the London interbank market by four major banks in the
London interbank market selected by the Auction Agent or the Trustee, as

<PAGE>

applicable, and in a principal amount of not less than U.S. $1,000,000 and that
is representative for a single transaction in such market at such time. The
Auction Agent or the Trustee, as applicable, will request the principal London
office of each of such banks to provide a quotation of its rate. If at least two
quotations are provided, One Month LIBOR, Three Month LIBOR, Six Month LIBOR or
One Year LIBOR, respectively, will be the arithmetic mean (rounded upwards, if
necessary, to the nearest one hundredth of one percent) of such offered rates.
If fewer than two quotations are provided, One Month LIBOR, Three Month LIBOR,
Six Month LIBOR or One Year LIBOR, respectively, with respect to such Auction
Period will be the arithmetic mean (rounded upwards, if necessary, to the
nearest one hundredth of one percent) of the rates quoted at approximately 11:00
a.m., New York City time on such Interest Rate Determination Date by three major
banks in New York, New York selected by the Auction Agent or the Trustee, as
applicable, for loans in United States dollars to leading European banks having
a maturity of one month, three months, six months or one year, respectively, and
in a principal amount equal to an amount of not less than U.S. $1,000,000 and
that is representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid are not quoting as
mentioned in this sentence, One Month LIBOR, Three Month LIBOR, Six Month LIBOR
or One Year LIBOR, respectively, in effect for the applicable Auction Period
will be One Month LIBOR, Three Month LIBOR, Six Month LIBOR or One Year LIBOR,
respectively, in effect for the immediately preceding Auction Period.

        "APPLICABLE T-BILL SPREAD" means, on any date of determination, the
following percentages, based on the lowest rating assigned to the Auction Rate
Notes as of such date:

                              CREDIT RATING
                                                               APPLICABLE T-BILL
STANDARD & POOR'S   MOODY'S INVESTORS SERVICE     FITCH, INC.        SPREAD
      "AAA"                   "Aaa"                  "AAA"             1.25%
 "AA " to "AA+"          "Aa3" to "Aa1"          "AA" to "AA+"         1.25
   "A" to "A+"            "A3" to "A1"            "A" to "A+"          1.25
 "BBB" to "BBB+"        "Baa3" to "Baa1"        "BBB" to "BBB+"        1.50
   Below "BBB"            Below "Baa3"            Below "BBB"          2.00

        "AUCTION" means the implementation of the Auction Procedures on an
Auction Date.

        "AUCTION AGENT" means the Initial Auction Agent under the Initial
Auction Agent Agreement unless and until a Substitute Auction Agent Agreement
becomes effective, after which "Auction Agent" shall mean the Substitute Auction
Agent.

                                      AA-2
<PAGE>

        "AUCTION AGENT AGREEMENT" means the Initial Auction Agent Agreement
unless and until a Substitute Auction Agent Agreement is entered into, after
which "Auction Agent Agreement" shall mean such Substitute Auction Agent
Agreement.

        "AUCTION AGENT FEE" has the meaning set forth in the Auction Agent
Agreement.

        "AUCTION DATE" means, initially, _______, 200__ with respect to the
Class A-5 Notes, __________, 200__ with respect to the Class A-6 Notes and
__________, 200__ with respect to the Class B Notes; and thereafter, the
Business Day immediately preceding the first day of each Auction Period for such
Class, other than:

               (a) each Auction Period commencing after the ownership of the
        applicable Auction Rate Notes is no longer maintained in Book-entry Form
        by the Securities Depository;

               (b) each Auction Period commencing after and during the
        continuance of a Payment Default; or

               (c) each Auction Period commencing less than two Business Days
        after the cure or waiver of a Payment Default.

Notwithstanding the foregoing, the Auction Date for one or more Auction Periods
may be changed pursuant to Section 2.02(h) of this Appendix A.

        "AUCTION NOTE INTEREST RATE" means each variable rate of interest per
annum borne by an Auction Rate Note for each Auction Period and determined in
accordance with the provisions of Sections 2.01 and 2.02 of this Appendix A.

        "AUCTION PERIOD" means the Interest Accrual Period applicable to the
Auction Rate Notes during which time the Interest Rate is determined pursuant to
Section 2.02(a) of this Appendix A, which Auction Period (after the Initial
Period for such Class) initially shall consist generally of 28 days for the
Class A-5 Notes and the Class B Notes, as the same may be adjusted pursuant to
Sections 2.01 and 2.02(g) of this Appendix A.

        "AUCTION PERIOD ADJUSTMENT" means an adjustment to the Auction Period as
provided in Section 2.02(g) of this Appendix A.

        "AUCTION PROCEDURES" means the procedures set forth in Section 2.02(a)
of this Appendix A by which the Auction Rate is determined.

        "AUCTION RATE" means the rate of interest per annum that results from
implementation of the Auction Procedures and is determined as described in
Section 2.02(a)(iii)(B) of this Appendix A.

                                      AA-3
<PAGE>

        "AUCTION RATE DISTRIBUTION DATE" means, for each Auction Rate Note, the
Business Day immediately following the expiration of the Initial Period for such
Auction Rate Note and each related Auction Period thereafter; provided, however,
if the duration of such Auction Period exceeds 90 days, then such Auction Rate
Note shall have interest payment dates on (i) each Quarterly Distribution Date
occurring during such Auction Period, and (ii) the first Business Day
immediately following the end of such Auction Period.

        "AUCTION RATE NOTES" means, collectively, the Class A-5 Notes, the Class
A-6 Notes and the Class B Notes.

        "AUTHORIZED DENOMINATIONS" means $50,000 and any integral multiple
thereof.

        "AVAILABLE AUCTION RATE NOTES" has the meaning set forth in Section
2.02(a)(iii)(A)(1) of this Appendix A.

        "BID" has the meaning set forth in Section 2.02(a)(i)(A) of this
Appendix A.

        "BID AUCTION RATE" has the meaning set forth in Section 2.02(a)(iii)(A)
of this Appendix A.

        "BIDDER" has the meaning set forth in Section 2.02(a)(i)(A) of this
Appendix A.

        "BOND EQUIVALENT YIELD" means with respect to any security with a
maturity of six months or less the rate for which is quoted in THE WALL STREET
JOURNAL on a bank discount basis, a yield (expressed as a percentage) calculated
in accordance with the following formula and rounded up to the nearest
one-hundredth of one percent:

                Bond Equivalent Yield =            Q x N          x 100
                                            -------------------
                                               360 - (T x Q)

where "Q" refers to the per annum interest rate for the security quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366 (days),
as the case may be, and "T" refers to the number of days to maturity.

        "BOOK-ENTRY FORM" or "BOOK-ENTRY SYSTEM" means a form or system under
which (a) the beneficial right to principal and interest may be transferred only
through a book entry, (b) physical securities in registered form are issued only
to a Securities Depository or its nominee as registered owner, with the
securities "immobilized" to the custody of the Securities Depository, and (c)
the book entry is the record that identifies the owners of beneficial interests
in that principal and interest.

        "BROKER-DEALER" means _______________ and UFS Securities, L.L.C., or any
other broker or dealer (each as defined in the Securities Exchange Act of 1934,
as amended), commercial bank or other entity permitted by law to perform the
functions required of a Broker-Dealer set forth in the Auction Procedures that
(a) is a Participant (or an affiliate of a Participant), (b) has been appointed
as such by the Issuer pursuant to Section 2.02(f) of this Appendix A, and (c)
has entered into a Broker-Dealer Agreement that is in effect on the date of
reference.

        "BROKER-DEALER AGREEMENT" means each agreement between the Auction Agent
and a Broker-Dealer, pursuant to which the Broker-Dealer agrees to participate
in Auctions as set forth in the Auction Procedures, as from time to time amended
or supplemented. Each Broker-Dealer Agreement shall be in substantially the form
of the Broker Dealer Agreement, dated as of _____, 200__, among the Issuer,
[Deutsche Bank Trust Company Americas], as Auction Agent, and the Broker-Dealer.

                                      AA-4
<PAGE>

        "BROKER-DEALER FEE" has the meaning set forth in the Auction Agent
Agreement.

        "BROKER-DEALER FEE RATE" has the meaning set forth in the Auction Agent
Agreement.

        "BUSINESS DAY" means any day other than a Saturday, Sunday, holiday or
other day on which the New York Stock Exchange or banks located in New York, New
York, or in the city in which the principal office of the Trustee or the Auction
Agent is located, are authorized or permitted by law or executive order to
close; provided that with respect to Auction Dates such term shall exclude April
14 and 15 and December 30 and 31 and such other dates as may be agreed to in
writing by the Auction Agent, the Broker-Dealers and the Issuer.

        "CARRY-OVER AMOUNT" means the excess, if any, of (a) the amount of
interest on an Auction Rate Note that would have accrued with respect to the
related Interest Accrual Period at the least of the applicable Auction Rate and
the components included in the Maximum Rate over (b) the amount of interest on
such Auction Rate Note actually accrued with respect to such Auction Rate Note
with respect to such Interest Accrual Period based on the Net Loan Rate,
together with the unreduced portion of any such excess from prior Interest
Accrual Periods; provided that any reference to "principal" or "interest" in the
Indenture and in this Appendix A and the Auction Rate Notes shall not include
within the meanings of such words any Carry-over Amount or any interest accrued
on any Carry-over Amount.

        "CP CAP" means, for any Auction Date, the rate (for the then current
Auction) at which the Quarterly Average Auction Rate equals the Quarterly
Average CP Rate plus the Applicable CP Spread, such rate to be determined by the
formula:

                                       N x (C + S) - R,

Where N is the number of Auction Dates which precede the current Auction Date by
91 days or less, including the current Auction Date; C is the Quarterly Average
CP Rate; S is the Applicable CP Spread; and, R is the sum of the Auction Rates
for Auction Dates preceding the current Auction Date by 91 days or less,
excluding the current Auction.

        "EFFECTIVE INTEREST RATE" means, with respect to any Financed Eligible
Loan, the interest rate per annum payable by the borrower as of the last day of
the calendar quarter borne by such Financed Eligible Loan after giving effect to
any reduction in such interest rate pursuant to borrower incentives, (a) less
all accrued rebate fees on such Financed Eligible Loan constituting
Consolidation Loans paid during such calendar quarter expressed as a percentage
per annum and (b) plus all accrued Interest Benefit Payments and Special
Allowance Payments applicable to such Financed Eligible Loan during such
calendar quarter expressed as a percentage per annum.

        "ELIGIBLE CARRY-OVER MAKE-UP AMOUNT" means, with respect to each
Interest Accrual Period relating to the Auction Rate Notes as to which, as of
the first day of such Interest Accrual Period, there is any unpaid Carry-over
Amount, an amount equal to the lesser of (a) interest computed on the principal
balance of the Auction Rate Notes in respect to such Interest Accrual Period at

                                      AA-5
<PAGE>
a per annum rate equal to the excess, if any, of the Net Loan Rate over the
Auction Rate, together with the unreduced portion of any such excess from prior
Interest Accrual Periods; and (b) the aggregate Carry-over Amount remaining
unpaid as of the first day of such Interest Accrual Period together with
interest accrued and unpaid thereon through the end of such Interest Accrual
Period.

        "EXISTING OWNER" means (a) with respect to and for the purpose of
dealing with the Auction Agent in connection with an Auction, a Person who is a
Broker-Dealer listed in the Existing Owner Registry at the close of business on
the Business Day immediately preceding the Auction Date for such Auction; and
(b) with respect to and for the purpose of dealing with the Broker-Dealer in
connection with an Auction, a Person who is a beneficial owner of Auction Rate
Notes.

        "EXISTING OWNER REGISTRY" means the registry of Persons who are owners
of the Auction Rate Notes, maintained by the Auction Agent as provided in the
Auction Agent Agreement.

        "HOLD ORDER" has the meaning set forth in Section 2.02(a)(i)(A) of this
Appendix A.

        "INITIAL AUCTION AGENT" means [Deutsche Bank Trust Company Americas], a
New York banking corporation, its successors and assigns.

        "INITIAL AUCTION AGENT AGREEMENT" means, collectively, the Auction Agent
Agreement dated as of _____, 200__, by and among the Issuer, the Trustee and the
Initial Auction Agent, including any amendment thereof or supplement thereto.

        "INITIAL PERIOD" means, as to Auction Rate Notes, the period commencing
on the Date of Issuance and continuing through the day immediately preceding the
Initial Rate Adjustment Date for such Auction Rate Notes.

        "INITIAL RATE" means for each Class of Auction Rate Notes, the per annum
rate set forth below:

                  CLASS                            INITIAL AUCTION RATE
            Class A-5                         ____%
            Class A-6                         ____%
            Class B                           ____%

        "INITIAL RATE ADJUSTMENT DATE" means, for each Class of the Auction Rate
Notes, the date set forth below (or if such date is not a Business Day, the
following Business Day):

                                              INITIAL INTEREST RATE
                  CLASS                          ADJUSTMENT DATE
            Class A-5                            ________, 200__
            Class A-6                            ________, 200__
            Class B                              ________, 200__

                                      AA-6
<PAGE>

        "INTEREST ACCRUAL PERIOD" means, with respect to the Auction Rate Notes,
the Initial Period and each period commencing on an Auction Rate Distribution
Date for such Class and ending on the day before (a) the next Auction Rate
Distribution Date for such Class or (b) the Stated Maturity of such Class, as
applicable.

        "INTEREST RATE ADJUSTMENT DATE" means the date on which an Auction Note
Interest Rate is effective, and means, with respect to the Auction Rate Notes,
the date of commencement of each Auction Period.

        "INTEREST RATE DETERMINATION DATE" means, with respect to the Auction
Rate Notes, the Auction Date, or if no Auction Date is applicable to such Class,
the Business Day immediately preceding the date of commencement of an Auction
Period.

        "INTEREST RATE LIMITATION" means, on any date of determination, the
lesser of (a) the highest rate the Issuer may legally pay from time to time or
(b) 17%.

        "MAXIMUM RATE" on any date of determination means the lesser of:

               (a) the Applicable LIBOR Rate plus 1.00%; (b) the Interest Rate
               Limitation;
               (c) for Auctions after the initial Auction Date, the T Bill Cap;
               (d) for Auctions after the initial Auction Date, the CP Cap; or
               (e) the Net Loan Rate.

        "90-DAY FINANCIAL COMMERCIAL PAPER" means the 90-Day AA Financial
Commercial Paper rate posted on the Federal Reserve Release entitled "Commercial
Paper Rates and Outstandings," which rate may be available on the Internet at
www.federalreserve.gov/releases/cp.

        "NET LOAN RATE" means, with respect to any Interest Accrual Period
applicable to the Auction Rate Notes, the weighted average return on the
Financed Eligible Loans, including all revenues derived from such Financed
Eligible Loans, less all program expenses expressed as a percentage of the
average outstanding principal balance of such Financed Eligible Loans, which
percentage shall be calculated by the Issuer on a quarterly basis, in arrears
and provided to the Trustee and the Auction Agent. In making the determination
of the Net Loan Rate, the Issuer shall take into account any Counterparty
Payments received and/or any Issuer Derivative Payments made.

        "NON-PAYMENT RATE" means One-Month LIBOR plus 1.50%.

        "ORDER" has the meaning set forth in Section 2.02(a)(i)(A) of this
Appendix A.

        "PAYMENT DEFAULT" means, with respect to the Auction Rate Notes, (a) a
default in the due and punctual payment of any installment of interest on such
Auction Rate Notes, or (b) a default in the due and punctual payment of any
interest on and principal of such Auction Rate Notes at their maturity.

                                      AA-7
<PAGE>

        "POTENTIAL OWNER" means any Person (including an Existing Owner that is
(a) a Broker-Dealer when dealing with the Auction Agent and (b) a potential
beneficial owner when dealing with a Broker-Dealer) who may be interested in
acquiring Auction Rate Notes (or, in the case of an Existing Owner thereof, an
additional principal amount of Auction Rate Notes).

        "PSA" means the Public Securities Association, its successors and
assigns.

        "QUARTERLY AVERAGE AUCTION RATE" means the simple average of the Auction
Rates for Auction Dates preceding the current Auction Date by 91 days or less,
including the current Auction Date.

        "QUARTERLY AVERAGE CP RATE" means the simple average of the Bond
Equivalent Yield of 90-Day Financial Commercial Paper Rates for the 91 days
preceding (but not including) the current Auction Date.

        "QUARTERLY AVERAGE T-BILL RATE" means the simple average of the Bond
Equivalent Yield of 91 day Treasury bills auctioned in the 91 days preceding
(but not including) the current Auction Date.

        "REGULAR RECORD DATE" means the Business Day next preceding the
applicable Auction Date.

        "S&P" means Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc., its successors and assigns.

        "SELL ORDER" has the meaning set forth in Section 2.02(a)(i)(A) of this
Appendix A.

        "SUBMISSION DEADLINE" means 1:00 p.m., eastern time, on any Auction Date
or such other time on any Auction Date by which Broker-Dealers are required to
submit Orders to the Auction Agent as specified by the Auction Agent from time
to time.

        "SUBMITTED BID" has the meaning set forth in Section 2.02(a)(iii)(A) of
this Appendix A.

        "SUBMITTED HOLD ORDER" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix A.

        "SUBMITTED ORDER" has the meaning set forth in Section 2.02(a)(iii)(A)
of this Appendix A.

        "SUBMITTED SELL ORDER" has the meaning set forth in Section
2.02(a)(iii)(A) of this Appendix A.

        "SUBSTITUTE AUCTION AGENT" means the Person with whom the Issuer and the
Trustee enter into a Substitute Auction Agent Agreement.

                                      AA-8
<PAGE>

        "SUBSTITUTE AUCTION AGENT AGREEMENT" means an auction agent agreement
containing terms substantially similar to the terms of the Initial Auction Agent
Agreement, whereby a Person having the qualifications required by Section
2.02(e) of this Appendix A agrees with the Trustee and the Issuer to perform the
duties of the Auction Agent under this Appendix A.

        "SUFFICIENT BIDS" has the meaning set forth in Section 2.02(a)(iii)(A)
of this Appendix A.

        "T-BILL CAP" means, for any Auction Date, the rate (for the then current
auction) at which the Quarterly Average Auction Rate equals the Quarterly
Average T-Bill Rate plus the Applicable T-Bill Spread, such rate to be
determined by the formula:

                                 N x (T+S) - R,

where N is the number of Auction Dates which precede the current Auction Date by
91 days or less, including the current Auction Date; T is the Quarterly Average
T-Bill Rate; S is the Applicable T-Bill Spread; and R is the sum of the Auction
Rates for Auction Dates preceding the current Auction Date by 91 days or less,
excluding the current Auction.

        "VARIABLE RATE" means the variable rate of interest per annum, including
the Initial Rate, borne by each Class of Auction Rate Notes during the Initial
Period for such Class, and each Interest Accrual Period thereafter as such rate
of interest is determined in accordance with the provisions of Article II of
this Appendix A.

                                   ARTICLE II

                               TERMS AND ISSUANCE

        SECTION 2.01. AUCTION RATE AND CARRY OVER AMOUNTS. During the Initial
Period, the Auction Rate Notes shall bear interest at the Initial Rate for such
Class. Thereafter, and except with respect to an Auction Period Adjustment, the
Auction Rate Notes shall bear interest at an Auction Note Interest Rate based on
a 28-day Auction Period for the Auction Rate Notes, as determined pursuant to
this Section 2.01 and Section 2.02 of this Appendix A.

        For the Auction Rate Notes during the Initial Period and each Auction
Period thereafter, interest at the applicable Auction Rate Notes Interest Rate
shall accrue daily and shall be computed for the actual number of days elapsed
on the basis of a year consisting of 360 days.

        The Auction Note Interest Rate to be borne by the Auction Rate Notes
after such Initial Period for each Auction Period until an Auction Period
Adjustment, if any, shall be determined as described below. Each such Auction
Period after the Initial Period shall commence on and include the day following
the expiration of the immediately preceding Auction Period and terminate on and
include the Friday (unless such day is not followed by a Business Day, in which
case on the next succeeding day that is followed by a Business Day) of the
following fourth week in the case of the Auction Rate Notes; provided, however,
that in the case of the Auction Period that immediately follows the Initial
Period for the Auction Rate Notes, such Auction Period shall commence on the
Initial Rate Adjustment Date. The Auction Note Interest Rate of the Auction Rate
Notes for each Auction Period shall be the Auction Rate in effect for such
Auction Period as determined in accordance with Section 2.02(a) of this Appendix
A. By way of example, if an Interest Period ordinarily would end on a Friday,
but the following Monday is not a Business Day, the Interest Period will end on
that Monday and the new Interest Period will begin on Tuesday.

                                      AA-9
<PAGE>

        Notwithstanding the foregoing, unless otherwise specified in an Issuer
Order, if an Auction is scheduled to occur for the next Auction Period on a date
that was reasonably expected to be a Business Day, but such Auction does not
occur because such date is later not considered to be a Business Day, the
Auction shall nevertheless be deemed to have occurred, and the applicable
Auction Note Interest Rate in effect for the next Auction Period will be the
Auction Note Interest Rate in effect for the preceding Auction Period and such
Auction Period will generally be 28 days in duration, beginning on the calendar
day following the date of the deemed Auction and ending on (and including) the
applicable Friday (unless such day is not followed by a Business Day, in which
case on the next succeeding day that is followed by a Business Day) of the
following fourth week in the case of the Auction Rate Notes. If the preceding
Auction Period was other than generally 28 days in duration, the Auction Note
Interest Rate for the deemed Auction will instead be the rate of interest
determined by the applicable Broker-Dealer on equivalently rated auction
securities with a comparable length of auction period.

        Notwithstanding the foregoing:

               (a) if the ownership of an Auction Rate Note is no longer
        maintained in Book-entry Form, the Auction Note Interest Rate on the
        Auction Rate Notes for any Interest Accrual Period commencing after the
        delivery of certificates representing Auction Rate Notes pursuant to
        this Indenture shall equal the Maximum Rate on the Business Day
        immediately preceding the first day of such subsequent Interest Accrual
        Period; or

               (b) if a Payment Default shall have occurred, the Auction Note
        Interest Rate on the Auction Rate Notes for the Interest Accrual Period
        commencing on or immediately after such Payment Default, and for each
        Interest Accrual Period thereafter, to and including the Interest
        Accrual Period, if any, during which, or commencing less than two
        Business Days after, such Payment Default is cured, shall equal the
        applicable Non-Payment Rate on the first day of each such Interest
        Accrual Period.

        In accordance with Section 2.02(a)(iii)(B) and (C) of this Appendix A,
the Auction Agent shall promptly give written notice to the Trustee and the
Issuer of each Auction Note Interest Rate (unless the Auction Note Interest Rate
is the applicable Non-Payment Rate) and the Maximum Rate when such rate is not
the Auction Note Interest Rate, applicable to the Auction Rate Notes. The
Trustee shall notify the Registered Owners and the Issuer of Auction Rate Notes
of the applicable Auction Note Interest Rate applicable to such Auction Rate
Notes for each Auction Period not later than the third Business Day of such
Auction Period. Notwithstanding any other provision of the Auction Rate Notes or
this Indenture and except for the occurrence of a Payment Default, interest
payable on the Auction Rate Notes for an Auction Period shall never exceed for
such Auction Period the amount of interest payable at the applicable Maximum
Rate in effect for such Auction Period.

        If the Auction Rate for the Auction Rate Notes is greater than the
Maximum Rate, then the Variable Rate applicable to such Auction Rate Notes for
that Interest Accrual Period will be the Maximum Rate. If the Variable Rate
applicable to such Auction Rate Notes for any Interest Accrual Period is the

                                      AA-10
<PAGE>
Maximum Rate, the Trustee shall determine the Carry-over Amount, if any, with
respect to such Auction Rate Notes for such Interest Accrual Period. Such
Carry-over Amount shall bear interest calculated at a rate equal to One-Month
LIBOR (as determined by the Auction Agent, provided the Trustee has received
notice of One-Month LIBOR from the Auction Agent, and if the Trustee shall not
have received such notice from the Auction Agent, then as determined by the
Trustee) from the Auction Rate Distribution Date for the Interest Accrual Period
with respect to which such Carry-over Amount was calculated, until paid. Any
payment in respect of Carry-over Amount shall be applied, first, to any accrued
interest payable thereon and, second, in reduction of such Carry-over Amount.
For purposes of this Indenture and this Appendix A, any reference to "principal"
or "interest" herein shall not include within the meaning of such words
Carry-over Amount or any interest accrued on any such Carry-over Amount. Such
Carry-over Amount shall be separately calculated for each Auction Rate Note by
the Trustee during such Interest Accrual Period in sufficient time for the
Trustee to give notice to each Registered Owner of such Carry-over Amount as
required in the next succeeding sentence. Not less than four days before the
Auction Rate Distribution Date for an Interest Accrual Period with respect to
which such Carry-over Amount has been calculated by the Trustee, the Trustee
shall give written notice to each Registered Owner, the Auction Agent and the
Issuer of the Carry-over Amount applicable to each Registered Owner's Auction
Rate Note, which written notice may accompany the payment of interest by check
made to each such Registered Owner on such Auction Rate Distribution Date or
otherwise shall be mailed on such Auction Rate Distribution Date by first-class
mail, postage prepaid, to each such Registered Owner at such Registered Owner's
address as it appears on the registration records maintained by the Registrar.
In addition to such Carry-over Amount, such notice shall state, that, unless and
until an Auction Rate Note has been redeemed (other than by optional
redemption), after which redemption all accrued Carry-over Amounts (and all
accrued interest thereon) that remain unpaid shall be cancelled and no
Carry-over Amount (and interest accrued thereon) shall be paid with respect to
any redeemed Auction Rate Note, (a) the Carry-over Amount (and interest accrued
thereon calculated at a rate equal to One-Month LIBOR) shall be paid by the
Trustee on an Auction Rate Note on the earliest of (i) the date of defeasance of
the Auction Rate Notes, or (ii) the first occurring Auction Rate Distribution
Date (or on the date of any optional redemption) if and to the extent that (x)
the Eligible Carry-over Make-Up Amount with respect to such subsequent Interest
Accrual Period is greater than zero, and (y) moneys are available pursuant to
the terms of the Indenture in an amount sufficient to pay all or a portion of
such Carry-over Amount (and interest accrued thereon); and (b) interest shall
accrue on the Carry-over Amount at a rate equal to One-Month LIBOR until such
Carry-over Amount is paid in full or is cancelled.

        The Carry-over Amount (and interest accrued thereon) for Auction Rate
Notes shall be paid by the Trustee on Outstanding Auction Rate Notes on the
earliest of (a) the date of defeasance of any of the Auction Rate Notes or (b)
the first occurring Auction Rate Distribution Date if and to the extent that (i)
the Eligible Carry-over Make-Up Amount with respect to such Interest Accrual
Period is greater than zero, and (ii) on such Auction Rate Distribution Date
there are sufficient moneys in the Collection Fund to pay all interest due on
the Auction Rate Notes on such Auction Rate Distribution Date. Any Carry-over
Amount (and any interest accrued thereon) on any Auction Rate Note which is due
and payable on an Auction Rate Distribution Date, which Auction Rate Note is to
be redeemed (other than by optional redemption) on said Auction Rate
Distribution Date, shall be paid to the Registered Owner thereof on said Auction
Rate Distribution Date to the extent that moneys are available therefor in

                                      AA-11
<PAGE>
accordance with the provisions of this Appendix A; provided, however, that any
Carry-over Amount (and any interest accrued thereon) which is not yet due and
payable on said Auction Rate Distribution Date shall be cancelled with respect
to said Auction Rate Note that is to be redeemed (other than by optional
redemption) on said Auction Rate Distribution Date and shall not be paid on any
succeeding Auction Rate Distribution Date. To the extent that any portion of the
Carry-over Amount (and any interest accrued thereon) remains unpaid after
payment of a portion thereof, such unpaid portion shall be paid in whole or in
part as required hereunder until fully paid by the Trustee on the earliest of
(a) the date of defeasance of any of the Auction Rate Notes or (b) the next
occurring Auction Rate Distribution Date or Dates, as necessary, if and to the
extent that the conditions in the second preceding sentence are satisfied. On
any Auction Rate Distribution Date on which the Trustee pays only a portion of
the Carry-over Amount (and any interest accrued thereon) on Auction Rate Notes,
the Trustee shall give written notice in the manner set forth in the immediately
preceding paragraph to the Registered Owner of such Auction Rate Note receiving
such partial payment of the Carry-over Amount remaining unpaid on such Auction
Rate Note.

        The Auction Rate Distribution Date or other date on which such
Carry-over Amount (or any interest accrued thereon) for Auction Rate Notes shall
be paid shall be determined by the Trustee in accordance with the provisions of
the immediately preceding paragraph, and the Trustee shall make payment of the
Carry-over Amount (and any interest accrued thereon) in the same manner as, and
from the same Fund from which, it pays interest on the Auction Rate Notes on an
Auction Rate Distribution Date. Any payment of Carry-over Amounts (and interest
accrued thereon) shall reduce the amount of Eligible Carry-Over Make-Up Amount.

        In the event that the Auction Agent no longer determines, or fails to
determine, when required, the Auction Note Interest Rate with respect to Auction
Rate Notes, or, if for any reason such manner of determination shall be held to
be invalid or unenforceable, the Auction Note Interest Rate for the next
succeeding Interest Accrual Period, which Interest Accrual Period shall be an
Auction Period, for Auction Rate Notes shall be the Maximum Rate as determined
by the Auction Agent for such next succeeding Auction Period, and if the Auction
Agent shall fail or refuse to determine the Maximum Rate, the Maximum Rate shall
be determined by the securities dealer appointed by the Issuer capable of making
such a determination in accordance with the provisions of this Appendix A and
written notice of such determination shall be given by such securities dealer to
the Trustee.

        SECTION 2.02.  AUCTION RATE.

               (a) DETERMINING THE AUCTION RATE. By purchasing Auction Rate
        Notes, whether in an Auction or otherwise, each purchaser of the Auction
        Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such
        purchase to have agreed (x) to participate in Auctions on the terms
        described herein, (y) to have its beneficial ownership of the Auction
        Rate Notes maintained at all times in Book-entry Form for the account of
        its Participant, which in turn will maintain records of such beneficial
        ownership and (z) to authorize such Participant to disclose to the
        Auction Agent such information with respect to such beneficial ownership
        as the Auction Agent may request.

                                      AA-12
<PAGE>

               So long as the ownership of Auction Rate Notes is maintained in
        Book-entry Form by the Securities Depository, an Existing Owner may
        sell, transfer or otherwise dispose of Auction Rate Notes only pursuant
        to a Bid or Sell Order placed in an Auction or otherwise sell, transfer
        or dispose of Auction Rate Notes through a Broker-Dealer, provided that,
        in the case of all transfers other than pursuant to Auctions, such
        Existing Owner, its Broker-Dealer or its Participant advises the Auction
        Agent of such transfer. Auctions shall be conducted on each Auction
        Date, if there is an Auction Agent on such Auction Date, in the
        following manner:

                      (i) (A) Prior to the Submission Deadline on each Auction
                  Date;

                             (1) each Existing Owner of Auction Rate Notes may
                      submit to a Broker-Dealer by telephone or otherwise any
                      information as to:

                                    a. the principal amount of Outstanding
                             Auction Rate Notes, if any, owned by such Existing
                             Owner which such Existing Owner desires to continue
                             to own without regard to the Auction Note Interest
                             Rate for the next succeeding Auction Period;

                                    b. the principal amount of Outstanding
                             Auction Rate Notes, if any, which such Existing
                             Owner offers to sell if the Auction Note Interest
                             Rate for the next succeeding Auction Period shall
                             be less than the rate per annum specified by such
                             Existing Owner; and/or

                                    c. the principal amount of Outstanding
                             Auction Rate Notes, if any, owned by such Existing
                             Owner which such Existing Owner offers to sell
                             without regard to the Auction Note Interest Rate
                             for the next succeeding Auction Period;

                             and

                             (2) one or more Broker-Dealers may contact
                      Potential Owners to determine the principal amount of
                      Auction Rate Notes which each Potential Owner offers to
                      purchase, if the Auction Note Interest Rate for the next
                      succeeding Auction Period shall not be less than the rate
                      per annum specified by such Potential Owner.

                      The statement of an Existing Owner or a Potential Owner
               referred to in (1) or (2) of this paragraph (A) is herein
               referred to as an "Order," and each Existing Owner and each
               Potential Owner placing an Order is herein referred to as a
               "Bidder"; an Order described in clause (1)a is herein referred to
               as a "Hold Order"; an Order described in clauses (1)b and (2) is
               herein referred to as a "Bid"; and an Order described in clause
               (1)c is herein referred to as a "Sell Order."

                             (B) (1) Subject to the provisions of Section
                      2.02(a)(ii) of this Appendix A, a Bid by an Existing Owner
                      shall constitute an irrevocable offer to sell:

                                      AA-13
<PAGE>

                                    a. the principal amount of Outstanding
                             Auction Rate Notes specified in such Bid if the
                             Auction Note Interest Rate determined as provided
                             in this Section 2.02(a) shall be less than the rate
                             specified therein; or

                                    b. such principal amount, or a lesser
                             principal amount of Outstanding Auction Rate Notes
                             to be determined as set forth in Section
                             2.02(a)(iv)(A)(4) of this Appendix A, if the
                             Auction Note Interest Rate determined as provided
                             in this Section 2.02(a) shall be equal to the rate
                             specified therein; or

                                    c. such principal amount, or a lesser
                             principal amount of Outstanding Auction Rate Notes
                             to be determined as set forth in Section
                             2.02(a)(iv)(B)(3) of this Appendix A, if the rate
                             specified therein shall be higher than the
                             applicable Maximum Rate and Sufficient Bids have
                             not been made.

                             (2) Subject to the provisions of Section
                      2.02(a)(ii) of this Appendix A, a Sell Order by an
                      Existing Owner shall constitute an irrevocable offer to
                      sell:

                                    a. the principal amount of Outstanding
                             Auction Rate Notes specified in such Sell Order; or

                                    b. such principal amount, or a lesser
                             principal amount of Outstanding Auction Rate Notes
                             set forth in Section 2.02(a)(iv)(B)(3) of this
                             Appendix A, if Sufficient Bids have not been made.

                             (3) Subject to the provisions of Section
                      2.02(a)(ii) of this Appendix A, a Bid by a Potential Owner
                      shall constitute an irrevocable offer to purchase:

                                    a. the principal amount of Outstanding
                             Auction Rate Notes specified in such Bid if the
                             Auction Note Interest Rate determined as provided
                             in this Section 2.02(a) shall be higher than the
                             rate specified in such Bid; or

                                    b. such principal amount, or a lesser
                             principal amount of Outstanding Auction Rate Notes
                             set forth in Section 2.02(a)(iv)(A)(5) of this
                             Appendix A, if the Auction Note Interest Rate
                             determined as provided in this Section 2.02(a)
                             shall be equal to the rate specified in such Bid.

                      (ii) (A) Each Broker-Dealer shall submit in writing to the
               Auction Agent prior to the Submission Deadline on each Auction
               Date all Orders obtained by such Broker-Dealer and shall specify
               with respect to each such Order:

                                      AA-14
<PAGE>

                             (1) the name of the Bidder placing such Order;

                             (2) the aggregate principal amount of Auction Rate
                      Notes that are the subject of such Order;

                             (3) to the extent that such Bidder is an Existing
                      Owner:

                                    a. the principal amount of Auction Rate
                             Notes, if any, subject to any Hold Order placed by
                             such Existing Owner;

                                    b. the principal amount of Auction Rate
                             Notes, if any, subject to any Bid placed by such
                             Existing Owner and the rate specified in such Bid;
                             and

                                    c. the principal amount of Auction Rate
                             Notes, if any, subject to any Sell Order placed by
                             such Existing Owner;

                             and

                             (4) to the extent such Bidder is a Potential Owner,
                      the rate specified in such Potential Owner's Bid.

                      (B) If any rate specified in any Bid contains more than
               three figures to the right of the decimal point, the Auction
               Agent shall round such rate up to the next higher one thousandth
               of 1%.

                      (C) If an Order or Orders covering all Outstanding Auction
               Rate Notes owned by an Existing Owner is not submitted to the
               Auction Agent prior to the Submission Deadline, the Auction Agent
               shall deem a Hold Order to have been submitted on behalf of such
               Existing Owner covering the principal amount of Outstanding
               Auction Rate Notes owned by such Existing Owner and not subject
               to an Order submitted to the Auction Agent.

                      (D) Neither the Issuer, the Trustee nor the Auction Agent
               shall be responsible for any failure of a Broker-Dealer to submit
               an Order to the Auction Agent on behalf of any Existing Owner or
               Potential Owner.

                      (E) If any Existing Owner submits through a Broker-Dealer
               to the Auction Agent one or more Orders covering in the aggregate
               more than the principal amount of Outstanding Auction Rate Notes
               owned by such Existing Owner, such Orders shall be considered
               valid as follows and in the following order of priority:

                                      AA-15
<PAGE>

                             (1) All Hold Orders shall be considered valid, but
                      only up to the aggregate principal amount of Outstanding
                      Auction Rate Notes owned by such Existing Owner, and if
                      the aggregate principal amount of Auction Rate Notes
                      subject to such Hold Orders exceeds the aggregate
                      principal amount of Auction Rate Notes owned by such
                      Existing Owner, the aggregate principal amount of Auction
                      Rate Notes subject to each such Hold Order shall be
                      reduced pro rata so that the aggregate principal amount of
                      Auction Rate Notes subject to such Hold Order equals the
                      aggregate principal amount of Outstanding Auction Rate
                      Notes owned by such Existing Owner.

                             (2) a. Any Bid shall be considered valid up to an
                             amount equal to the excess of the principal amount
                             of Outstanding Auction Rate Notes owned by such
                             Existing Owner over the aggregate principal amount
                             of Auction Rate Notes subject to any Hold Order
                             referred to in clause (A) of this paragraph (v);

                                    b. subject to subclause (1) of this clause
                             (B), if more than one Bid with the same rate is
                             submitted on behalf of such Existing Owner and the
                             aggregate principal amount of Outstanding Auction
                             Rate Notes subject to such Bids is greater than
                             such excess, such Bids shall be considered valid up
                             to an amount equal to such excess;

                                    c. subject to subclauses (1) and (2) of this
                             clause (B), if more than one Bid with different
                             rates are submitted on behalf of such Existing
                             Owner, such Bids shall be considered valid first in
                             the ascending order of their respective rates until
                             the highest rate is reached at which such excess
                             exists and then at such rate up to the amount of
                             such excess; and

                                    d. in any such event, the amount of
                             Outstanding Auction Rate Notes, if any, subject to
                             Bids not valid under this clause (B) shall be
                             treated as the subject of a Bid by a Potential
                             Owner at the rate therein specified; and

                             (3) All Sell Orders shall be considered valid up to
                      an amount equal to the excess of the principal amount of
                      Outstanding Auction Rate Notes owned by such Existing
                      Owner over the aggregate principal amount of Auction Rate
                      Notes subject to Hold Orders referred to in clause (1) of
                      this paragraph (v) and valid Bids referred to in clause
                      (2) of this paragraph (E).

                      (F) If more than one Bid for Auction Rate Notes is
                      submitted on behalf of any Potential Owner, each Bid
                      submitted shall be a separate Bid with the rate and
                      principal amount therein specified.

                      (G) An Existing Owner that offers to purchase additional
                      Auction Rate Notes is, for purposes of such offer, treated
                      as a Potential Owner.

                      (H) Any Bid or Sell Order submitted by an Existing Owner
                      covering an aggregate principal amount of Auction Rate
                      Notes not equal to an Authorized Denomination shall be
                      rejected and shall be deemed a Hold Order. Any Bid
                      submitted by a Potential Owner covering an aggregate
                      principal amount of Auction Rate Notes not equal to an
                      Authorized Denomination shall be rejected.

                                      AA-16
<PAGE>

                      (I) Any Bid specifying a rate higher than the applicable
                      Maximum Rate will (1) be treated as a Sell Order if
                      submitted by an Existing Owner and (2) not be accepted if
                      submitted by a Potential Owner.

                      (J) Any Order submitted in an Auction by a Broker-Dealer
                      to the Auction Agent prior to the Submission Deadline on
                      any Auction Date shall be irrevocable.

                      (iii) (A) Not earlier than the Submission Deadline on each
                      Auction Date, the Auction Agent shall assemble all valid
                      Orders submitted or deemed submitted to it by the
                      Broker-Dealers (each such Order as submitted or deemed
                      submitted by a Broker-Dealer being herein referred to
                      individually as a "Submitted Hold Order," a "Submitted
                      Bid" or a "Submitted Sell Order," as the case may be, or
                      as a "Submitted Order," and collectively as "Submitted
                      Hold Orders," "Submitted Bids" or "Submitted Sell Orders,"
                      as the case may be, or as "Submitted Orders") and shall
                      determine:

                             (1) the excess of the total principal amount of
                      Outstanding Auction Rate Notes over the sum of the
                      aggregate principal amount of Outstanding Auction Rate
                      Notes subject to Submitted Hold Orders (such excess being
                      herein referred to as the "Available Auction Rate Notes"),
                      and

                     (2) from the Submitted Orders whether:

                                    a. the aggregate principal amount of
                             Outstanding Auction Rate Notes subject to Submitted
                             Bids by Potential Owners specifying one or more
                             rates equal to or lower than the applicable Maximum
                             Rate;

                      exceeds or is equal to the sum of:

                                    b. the aggregate principal amount of
                             Outstanding Auction Rate Notes subject to Submitted
                             Bids by Existing Owners specifying one or more
                             rates higher than the applicable Maximum Rate; and

                                    c. the aggregate principal amount of
                             Outstanding Auction Rate Notes subject to Submitted
                             Sell Orders;

                      (in the event such excess or such equality exists, other
                      than because all of the Outstanding Auction Rate Notes are
                      subject to Submitted Hold Orders, such Submitted Bids
                      described in subclause a. above shall be referred to
                      collectively as "Sufficient Bids"); and

                                      AA-17
<PAGE>

                             (3) if Sufficient Bids exist, the Bid Auction Rate,
                      which shall be the lowest rate specified in such Submitted
                      Bids such that if:

                                    a. (x) each Submitted Bid from Existing
                             Owners specifying such lowest rate and (y) all
                             other Submitted Bids from Existing Owners
                             specifying lower rates were rejected, thus
                             entitling such Existing Owners to continue to own
                             the principal amount of Auction Rate Notes subject
                             to such Submitted Bids; and

                                    b. (x) each such Submitted Bid from
                             Potential Owners specifying such lowest rate and
                             (y) all other Submitted Bids from Potential Owners
                             specifying lower rates were accepted;

                      the result would be that such Existing Owners described in
                      subclause a. above would continue to own an aggregate
                      principal amount of Outstanding Auction Rate Notes which,
                      when added to the aggregate principal amount of
                      Outstanding Auction Rate Notes to be purchased by such
                      Potential Owners described in subclause b. above, would
                      equal not less than the Available Auction Rate Notes.

                             (B) Promptly after the Auction Agent has made the
                      determinations pursuant to Section 2.02(a)(iii)(A) of this
                      Appendix A, the Auction Agent shall advise the Trustee,
                      the Broker-Dealers and the Issuer of the Maximum Rate and
                      the All Hold Rate and the components thereof on the
                      Auction Date and, based on such determinations, the
                      Auction Rate for the next succeeding Interest Accrual
                      Period as follows:

                             (1) if Sufficient Bids exist, that the Auction Rate
                      for the next succeeding Interest Accrual Period shall be
                      equal to the Bid Auction Rate so determined;

                             (2) if Sufficient Bids do not exist (other than
                      because all of the Outstanding Auction Rate Notes are
                      subject to Submitted Hold Orders), that the Auction Rate
                      for the next succeeding Interest Accrual Period shall be
                      equal to the applicable Maximum Rate; or

                             (3) if all Outstanding Auction Rate Notes are
                      subject to Submitted Hold Orders, that the Auction Rate
                      for the next succeeding Interest Accrual Period shall be
                      equal to the applicable All Hold Rate.

                             (C) Promptly after the Auction Agent has determined
                      the Auction Rate, the Auction Agent shall determine and
                      advise the Trustee of the Auction Note Interest Rate.

                      (iv) Existing Owners shall continue to own the principal
               amount of Auction Rate Notes that are subject to Submitted Hold
               Orders. If the Maximum Rate is equal to or greater than the Bid
               Auction Rate and if Sufficient Bids have been received by the
               Auction Agent, the Bid Auction Rate will be the Auction Note
               Interest Rate, and Submitted Bids and Submitted Sell Orders will
               be accepted or rejected and the Auction Agent will take such
               other action as described below in subparagraph (A).

                                      AA-18
<PAGE>

                      If the Maximum Rate is less than the Auction Rate, the
               Maximum Rate will be the Auction Note Interest Rate. If the
               Auction Agent has not received Sufficient Bids (other than
               because all of the Outstanding Auction Rate Notes are subject to
               Submitted Hold Orders), the Auction Note Interest Rate will be
               the Maximum Rate. In any of the cases described above, Submitted
               Orders will be accepted or rejected and the Auction Agent will
               take such other action as described below in subparagraph (B).

                             (A) If Sufficient Bids have been made and the
                      Maximum Rate is equal to or greater than the Bid Auction
                      Rate, and if the Maximum Rate does not apply (in which
                      case the Auction Note Interest Rate shall be the Bid
                      Auction Rate), all Submitted Sell Orders shall be accepted
                      and, subject to the provisions of clauses (4) and (5) of
                      this Section 2.02(a)(iv), Submitted Bids shall be accepted
                      or rejected as follows in the following order of priority,
                      and all other Submitted Bids shall be rejected:

                             (1) Existing Owners' Submitted Bids specifying any
                      rate that is higher than the Auction Note Interest Rate
                      shall be accepted, thus requiring each such Existing Owner
                      to sell the aggregate principal amount of Auction Rate
                      Notes subject to such Submitted Bids;

                             (2) Existing Owners' Submitted Bids specifying any
                      rate that is lower than the Auction Note Interest Rate
                      shall be rejected, thus entitling each such Existing Owner
                      to continue to own the aggregate principal amount of
                      Auction Rate Notes subject to such Submitted Bids;

                             (3) Potential Owners' Submitted Bids specifying any
                      rate that is lower than the Auction Note Interest Rate
                      shall be accepted;

                             (4) Each Existing Owners' Submitted Bid specifying
                      a rate that is equal to the Auction Note Interest Rate
                      shall be rejected, thus entitling such Existing Owner to
                      continue to own the aggregate principal amount of Auction
                      Rate Notes subject to such Submitted Bid, unless the
                      aggregate principal amount of Outstanding Auction Rate
                      Notes subject to all such Submitted Bids shall be greater
                      than the principal amount of Auction Rate Notes (the
                      "remaining principal amount") equal to the excess of the
                      Available Auction Rate Notes over the aggregate principal
                      amount of Auction Rate Notes subject to Submitted Bids
                      described in clauses (2) and (3) of this Section
                      2.02(a)(iv)(D)(1), in which event such Submitted Bid of
                      such Existing Owner shall be rejected in part, and such
                      Existing Owner shall be entitled to continue to own the
                      principal amount of Auction Rate Notes subject to such
                      Submitted Bid, but only in an amount equal to the
                      aggregate principal amount of Auction Rate Notes obtained
                      by multiplying the remaining principal amount by a
                      fraction, the numerator of which shall be the principal
                      amount of Outstanding Auction Rate Notes owned by such
                      Existing Owner subject to such Submitted Bid and the
                      denominator of which shall be the sum of the principal
                      amount of Outstanding Auction Rate Notes subject to such
                      Submitted Bids made by all such Existing Owners that
                      specified a rate equal to the Auction Note Interest Rate,
                      subject to the provisions of Section 2.02(a)(iv)(D) of
                      this Appendix A; and

                                      AA-19
<PAGE>

                             (5) Each Potential Owner's Submitted Bid specifying
                      a rate that is equal to the Auction Note Interest Rate
                      shall be accepted, but only in an amount equal to the
                      principal amount of Auction Rate Notes obtained by
                      multiplying the excess of the aggregate principal amount
                      of Available Auction Rate Notes over the aggregate
                      principal amount of Auction Rate Notes subject to
                      Submitted Bids described in clauses (2), (3) and (4) of
                      this Section 2.02(a)(iv)(A) by a fraction the numerator of
                      which shall be the aggregate principal amount of
                      Outstanding Auction Rate Notes subject to such Submitted
                      Bid and the denominator of which shall be the sum of the
                      principal amount of Outstanding Auction Rate Notes subject
                      to Submitted Bids made by all such Potential Owners that
                      specified a rate equal to the Auction Note Interest Rate,
                      subject to the provisions of Section 2.02(a)(iv)(D) of
                      this Appendix A.

                             (B) If Sufficient Bids have not been made (other
                      than because all of the Outstanding Auction Rate Notes are
                      subject to Submitted Hold Orders), or if the Maximum Rate
                      is less than the Bid Auction Rate (in which case the
                      Auction Note Interest Rate shall be the Maximum Rate),
                      subject to the provisions of Section 2.02(a)(iv)(D) of
                      this Appendix A, Submitted Orders shall be accepted or
                      rejected as follows in the following order of priority and
                      all other Submitted Bids shall be rejected:

                             (1) Existing Owners' Submitted Bids specifying any
                      rate that is equal to or lower than the Auction Note
                      Interest Rate shall be rejected, thus entitling such
                      Existing Owners to continue to own the aggregate principal
                      amount of Auction Rate Notes subject to such Submitted
                      Bids;

                             (2) Potential Owners' Submitted Bids specifying (x)
                      any rate that is equal to or lower than the Auction Note
                      Interest Rate shall be accepted and (y) any rate that is
                      higher than the Auction Note Interest Rate shall be
                      rejected; and

                             (3) each Existing Owner's Submitted Bid specifying
                      any rate that is higher than the Auction Note Interest
                      Rate and the Submitted Sell Order of each Existing Owner
                      shall be accepted, thus entitling each Existing Owner that
                      submitted any such Submitted Bid or Submitted Sell Order
                      to sell the Auction Rate Notes subject to such Submitted
                      Bid or Submitted Sell Order, but in both cases only in an
                      amount equal to the aggregate principal amount of Auction
                      Rate Notes obtained by multiplying the aggregate principal

                                      AA-20
<PAGE>
                      amount of Auction Rate Notes subject to Submitted Bids
                      described in clause (2)(x) of this Section 2.02(a)(iv)(B)
                      by a fraction, the numerator of which shall be the
                      aggregate principal amount of Outstanding Auction Rate
                      Notes owned by such Existing Owner subject to such
                      Submitted Bid or Submitted Sell Order and the denominator
                      of which shall be the aggregate principal amount of
                      Outstanding Auction Rate Notes subject to all such
                      Submitted Bids and Submitted Sell Orders.

                             (C) If all Auction Rate Notes are subject to
                      Submitted Hold Orders, all Submitted Bids shall be
                      rejected.

                             (D) If, as a result of the procedures described in
                      paragraph (A) or (B) of this Section 2.02(a)(iv), any
                      Existing Owner would be entitled or required to sell, or
                      any Potential Owner would be entitled or required to
                      purchase, a principal amount of Auction Rate Notes that is
                      not equal to an Authorized Denomination, the Auction Agent
                      shall, in such manner as in its sole discretion it shall
                      determine, round up or down the principal amount of
                      Auction Rate Notes to be purchased or sold by any Existing
                      Owner or Potential Owner so that the principal amount of
                      Auction Rate Notes purchased or sold by each Existing
                      Owner or Potential Owner shall be equal to an Authorized
                      Denomination.

                             (E) If, as a result of the procedures described in
                      paragraph (B) of this Section 2.02(a)(iv), any Potential
                      Owner would be entitled or required to purchase less than
                      an Authorized Denomination of Auction Rate Notes, the
                      Auction Agent shall, in such manner as in its sole
                      discretion it shall determine, allocate Auction Rate Notes
                      for purchase among Potential Owners so that only Auction
                      Rate Notes in Authorized Denominations are purchased by
                      any Potential Owner, even if such allocation results in
                      one or more of such Potential Owners not purchasing any
                      Auction Rate Notes.

                      (v) Based on the result of each Auction, the Auction Agent
               shall determine the aggregate principal amount of Auction Rate
               Notes to be purchased and the aggregate principal amount of
               Auction Rate Notes to be sold by Potential Owners and Existing
               Owners on whose behalf each Broker-Dealer submitted Bids or Sell
               Orders and, with respect to each Broker-Dealer, to the extent
               that such aggregate principal amount of Auction Rate Notes to be
               sold differs from such aggregate principal amount of Auction Rate
               Notes to be purchased, determine to which other Broker-Dealer or
               Broker-Dealers acting for one or more purchasers such
               Broker-Dealer shall deliver, or from which other Broker-Dealer or
               Broker-Dealers acting for one or more sellers such Broker-Dealer
               shall receive, as the case may be, Auction Rate Notes.

                                      AA-21
<PAGE>

                      (vi) Any calculation by the Auction Agent or the Trustee,
               as applicable, of the Auction Note Interest Rate, the Maximum
               Rate, the All Hold Rate and the Non-Payment Rate shall, in the
               absence of manifest error, be binding on all other parties. The
               Trustee shall be allowed to hire such consultants or experts as
               it deems necessary to make any such calculations required of the
               Trustee as set forth in this Indenture or the Auction Agent
               Agreement.

                      (vii) Notwithstanding anything in this Appendix A to the
               contrary, (A) no Auction for the Auction Rate Notes for an
               Auction Period of less than 180 days will be held on any Auction
               Date hereunder on which there are insufficient moneys in the
               Collection Fund to pay, or otherwise held by the Trustee under
               the Indenture and available to pay, the principal of and interest
               due on the Auction Rate Notes on the Auction Rate Distribution
               Date immediately following such Auction Date, and (B) no Auction
               will be held on any Auction Date hereunder during the continuance
               of a Payment Default. The Trustee shall promptly notify the
               Auction Agent of any such occurrence.

               (b) APPLICATION OF INTEREST PAYMENTS FOR THE AUCTION RATE NOTES.

                      (i) The Trustee shall determine not later than 2:00 p.m.,
               eastern time, on the Business Day next succeeding an Auction Rate
               Distribution Date, whether a Payment Default has occurred. If a
               Payment Default has occurred, the Trustee shall, not later than
               2:15 p.m., eastern time, on such Business Day, send a notice
               thereof in substantially the form of Attachment A attached hereto
               to the Auction Agent by telecopy or similar means and, if such
               Payment Default is cured, the Trustee shall immediately send a
               notice in substantially the form of Attachment B attached hereto
               to the Auction Agent by telecopy or similar means.

                      (ii) Not later than 2:00 p.m., eastern time, on each
               anniversary of the Date of Issuance, the Trustee shall pay to the
               Auction Agent, in immediately available funds out of amounts in
               the Collection Fund, an amount equal to the Auction Agent Fee as
               set forth in the Auction Agent Agreement. Not later than 2:00
               p.m., eastern time, on each Auction Date, the Trustee shall pay
               to the Auction Agent, in immediately available funds out of
               amounts in the Collection Fund, an amount equal to the
               Broker-Dealer Fee as calculated in the Auction Agent Agreement.
               The Trustee shall, from time to time at the request of the
               Auction Agent and at the direction of an Authorized Officer,
               reimburse the Auction Agent for its reasonable expenses as
               provided in the Auction Agent Agreement, such expenses to be paid
               out of amounts in the Collection Fund.

               (c) CALCULATION OF MAXIMUM RATE, ALL HOLD RATE, APPLICABLE LIBOR
        RATE, AND NON-PAYMENT RATE. The Auction Agent shall calculate the
        Maximum Rate, Applicable LIBOR Rate, and All Hold Rate, as the case may
        be, on each Auction Date and shall notify the Trustee and the
        Broker-Dealers of the Maximum Rate, Applicable LIBOR Rate and All Hold
        Rate, as the case may be, as provided in the Auction Agent Agreement;
        provided, that if the ownership of the Auction Rate Notes is no longer
        maintained in Book-entry Form, or if a Payment Default has occurred,
        then the Trustee shall determine the Maximum Rate, Applicable LIBOR

                                      AA-22
<PAGE>
        Rate, All Hold Rate and Non-Payment Rate for each such Interest Accrual
        Period. If the ownership of the Auction Rate Notes is no longer
        maintained in Book-entry Form by the Securities Depository, the Trustee
        shall calculate the Maximum Rate on the Business Day immediately
        preceding the first day of each Interest Accrual Period after the
        delivery of certificates representing the Auction Rate Notes pursuant to
        the Indenture. If a Payment Default shall have occurred, the Trustee
        shall calculate the Non-Payment Rate on the Interest Rate Determination
        Date for (i) each Interest Accrual Period commencing after the
        occurrence and during the continuance of such Payment Default and (ii)
        any Interest Accrual Period commencing less than two Business Days after
        the cure of any Payment Default. The determination by the Trustee or the
        Auction Agent, as the case may be, of the Maximum Rate, Applicable LIBOR
        Rate, All Hold Rate and Non-Payment Rate shall (in the absence of
        manifest error) be final and binding upon all parties. If calculated or
        determined by the Auction Agent, the Auction Agent shall promptly advise
        the Trustee of the Maximum Rate, Applicable LIBOR Rate and All Hold
        Rate. The Trustee shall be allowed to hire such consultants or experts
        as it deems necessary to make any such calculations required of the
        Trustee as set forth in this Indenture or the Auction Agent Agreement.

               (d) NOTIFICATION OF RATES, AMOUNTS AND PAYMENT DATES.

                      (i) By 12:00 noon, eastern time, on the Business Day
               following each Regular Record Date, the Trustee shall determine
               the aggregate amounts of interest distributable on the next
               succeeding Auction Rate Distribution Date to the beneficial
               owners of Auction Rate Notes.

                      (ii) At least four days prior to any Auction Rate
               Distribution Date, the Trustee shall:

                             (A) confirm with the Auction Agent, so long as no
                      Payment Default has occurred and is continuing and the
                      ownership of the Auction Rate Notes is maintained in
                      Book-entry Form by the Securities Depository, (1) the date
                      of such next Auction Rate Distribution Date and (2) the
                      amount payable to the Auction Agent on the Auction Date
                      pursuant to Section 2.02(b)(ii) of this Appendix A;

                             (B) pursuant to Section 2.01 of this Appendix A,
                      advise the Registered Owners of a Class of Auction Rate
                      Notes of any Carry-over Amount accruing on such Auction
                      Rate Notes; and

                             (C) advise the Securities Depository, so long as
                      the ownership of the Auction Rate Notes is maintained in
                      Book-entry Form by the Securities Depository, upon
                      request, of the aggregate amount of interest distributable
                      on such next Auction Rate Distribution Date to the
                      beneficial owners of each Class of the Auction Rate Notes.

                                      AA-23
<PAGE>

        If any day scheduled to be an Auction Rate Distribution Date shall be
changed after the Trustee shall have given the notice or confirmation referred
to in clause (i) of the preceding sentence, the Trustee shall, not later than
11:15 a.m., eastern time, on the Business Day next preceding the earlier of the
new Auction Rate Distribution Date or the old Auction Rate Distribution Date, by
such means as the Trustee deems practicable, give notice of such change to the
Auction Agent, so long as no Payment Default has occurred and is continuing and
the ownership of the Auction Rate Notes is maintained in Book-entry Form by the
Securities Depository.

               (e)    AUCTION AGENT.

                      (i) Deutsche Bank Trust Company Americas is hereby
               appointed as Initial Auction Agent to serve as agent for the
               Issuer in connection with Auctions. The Trustee and the Issuer
               will, and the Trustee is hereby directed to, enter into the
               Initial Auction Agent Agreement with Deutsche Bank Trust Company
               Americas, as the Initial Auction Agent. Any Substitute Auction
               Agent shall be (A) a bank, national banking association or trust
               company duly organized under the laws of the United States of
               America or any state or territory thereof having its principal
               place of business in the Borough of Manhattan, New York, or such
               other location as approved by the Trustee in writing and having a
               combined capital stock or surplus of at least $50,000,000, or (B)
               a member of the National Association of Securities Dealers, Inc.,
               having a capitalization of at least $50,000,000, and, in either
               case, authorized by law to perform all the duties imposed upon it
               hereunder and under the Auction Agent Agreement. The Auction
               Agent may at any time resign and be discharged of the duties and
               obligations created by this Appendix A by giving at least 90
               days' notice to the Trustee, each Broker-Dealer and the Issuer.
               The Auction Agent may be removed at any time by the Trustee upon
               the written direction of an Authorized Officer or the Registered
               Owners of 51% of the aggregate principal amount of the Auction
               Rate Notes then Outstanding, and if by such Registered Owners, by
               an instrument signed by such Registered Owners or their attorneys
               and filed with the Auction Agent, the Issuer and the Trustee upon
               at least 90 days' written notice. Neither resignation nor removal
               of the Auction Agent pursuant to the preceding two sentences
               shall be effective until and unless a Substitute Auction Agent
               has been appointed and has accepted such appointment. If required
               by the Issuer, a Substitute Auction Agent Agreement shall be
               entered into with a Substitute Auction Agent. Notwithstanding the
               foregoing, the Auction Agent may terminate the Auction Agent
               Agreement if, within 25 days after notifying the Trustee, each
               Broker-Dealer and the Issuer in writing that it has not received
               payment of any Auction Agent Fee due it in accordance with the
               terms of the Auction Agent Agreement, the Auction Agent does not
               receive such payment.

                      (ii) If the Auction Agent shall resign or be removed or be
               dissolved, or if the property or affairs of the Auction Agent
               shall be taken under the control of any state or federal court or
               administrative body because of bankruptcy or insolvency, or for
               any other reason, the Issuer, shall use its best efforts to
               appoint a Substitute Auction Agent.

                                      AA-24
<PAGE>

                      (iii) The Auction Agent is acting as agent for the Issuer
               in connection with Auctions. In the absence of bad faith,
               negligent failure to act or negligence on its part, the Auction
               Agent shall not be liable for any action taken, suffered or
               omitted or any error of judgment made by it in the performance of
               its duties under the Auction Agent Agreement and shall not be
               liable for any error of judgment made in good faith unless the
               Auction Agent shall have been negligent in ascertaining (or
               failing to ascertain) the pertinent facts.

               (f) BROKER-DEALERS.

                      (i) The Issuer hereby appoints _____________ and UFS
               Securities L.L.C. as Broker-Dealers. The Auction Agent will enter
               into a Broker-Dealer Agreement with ______________ and UFS
               Securities, L.L.C. as the initial Broker-Dealers. An Authorized
               Officer may, from time to time, approve one or more additional
               persons to serve as Broker Dealers under Broker-Dealer Agreements
               and shall be responsible for providing such Broker-Dealer
               Agreements to the Trustee and the Auction Agent.

                      (ii) Any Broker-Dealer may be removed at any time, at the
               request of an Authorized Officer, but there shall, at all times,
               be at least one Broker-Dealer appointed and acting as such.

               (g) CHANGES IN AUCTION PERIOD OR PERIODS AND CERTAIN PERCENTAGES.

                      (i) While any of the Auction Rate Notes are Outstanding,
               the Issuer may, from time to time, change the length of one or
               more Auction Periods (an "Auction Period Adjustment"), in order
               to conform with then current market practice with respect to
               similar securities or to accommodate economic and financial
               factors that may affect or be relevant to the length of the
               Auction Period and the interest rate borne by the Auction Rate
               Notes. The Issuer shall not initiate an Auction Period Adjustment
               unless it shall have received the written consent of the
               applicable Broker-Dealer, which consent shall not be unreasonably
               withheld, not later than nine days prior to the Auction Date for
               such Auction Period. The Issuer shall initiate the Auction Period
               Adjustment by giving written notice by Issuer Order to the
               Trustee, the Auction Agent, the applicable Broker-Dealer, each
               Rating Agency and the Securities Depository in substantially the
               form of, or containing substantially the information contained
               in, Attachment C attached hereto at least 10 days prior to the
               Auction Date for such Auction Period.

                      (ii) Any such adjusted Auction Period shall not be less
               than 7 days.

                      (iii) An Auction Period Adjustment shall take effect only
               if (A) the Trustee and the Auction Agent receive, by 11:00 a.m.,
               eastern time, on the Business Day before the Auction Date for the
               first such Auction Period, an Issuer Certificate in substantially
               the form attached as, or containing substantially the same
               information contained in, Attachment D attached hereto,

                                      AA-25
<PAGE>

               authorizing the Auction Period Adjustment specified in such
               certificate along with a copy of the written consent of the
               applicable Broker-Dealer and, (B) Sufficient Bids exist as of the
               Auction on the Auction Date for such first Auction Period. If the
               condition referred to in (A) above is not met, the applicable
               Auction Note Interest Rate for the next Auction Period shall be
               determined pursuant to the above provisions of this Section 2.02
               and the Auction Period shall be the Auction Period determined
               without reference to the proposed change. If the condition
               referred to in (A) is met but the condition referred in (B) above
               is not met, the applicable Auction Note Interest Rate for the
               next Auction Period shall be the Maximum Rate and the Auction
               Period shall be the Auction Period determined without reference
               to the proposed change.

               In connection with any Auction Period Adjustment, the Auction
        Agent shall provide such further notice to such parties as is specified
        in Section 2.03 of the Auction Agent Agreement.

               (h) CHANGES IN THE AUCTION DATE. The applicable Broker-Dealer,
        with the written consent of an Authorized Officer and, if applicable,
        upon receipt of the opinion of Note Counsel as required below, may
        specify an earlier Auction Date (but in no event more than five Business
        Days earlier) than the Auction Date that would otherwise be determined
        in accordance with the definition of "Auction Date" in Section 1.01 of
        this Appendix A with respect to one or more specified Auction Periods in
        order to conform with then current market practice with respect to
        similar securities or to accommodate economic and financial factors that
        may affect or be relevant to the day of the week constituting an Auction
        Date and the interest rate borne on the Auction Rate Notes. The
        applicable Broker-Dealer shall deliver a written request for consent to
        such change in the length of the Auction Date to the Issuer at least 14
        days prior to the effective date of such change. If the Issuer shall
        have delivered such written consent to the applicable Broker-Dealer,
        such Broker-Dealer shall provide notice of its determination to specify
        an earlier Auction Date for one or more Auction Periods by means of a
        written notice delivered at least 10 days prior to the proposed changed
        Auction Date to the Trustee, the Auction Agent, the Issuer, each Rating
        Agency and the Securities Depository. Such notice shall be substantially
        in the form of, or contain substantially the information contained in,
        Attachment E attached hereto.

        In connection with any change described in this Section 2.02(h), the
Auction Agent shall provide such further notice to such parties as is specified
in Section 2.03 of the Auction Agent Agreement.

        SECTION 2.03. ADDITIONAL PROVISIONS REGARDING THE INTEREST RATES ON THE
AUCTION RATE NOTES. The determination of a Variable Rate by the Auction Agent or
any other Person pursuant to the provisions of the applicable Section of this
Article II shall be conclusive and binding on the Registered Owners of the
Auction Rate Notes to which such Variable Rate applies, and the Issuer and the
Trustee may rely thereon for all purposes.

                                      AA-26
<PAGE>

        In no event shall the cumulative amount of interest paid or payable on
the Auction Rate Notes (including interest calculated as provided herein, plus
any other amounts that constitute interest on the Auction Rate Notes under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to the Auction Rate Notes or related documents) calculated from the
Date of Closing of the Auction Rate Notes through any subsequent day during the
term of the Auction Rate Notes or otherwise prior to payment in full of the
Auction Rate Notes exceed the amount permitted by applicable law. If the
applicable law is ever judicially interpreted so as to render usurious any
amount called for under the Auction Rate Notes or related documents or otherwise
contracted for, charged, reserved, taken or received in connection with the
Auction Rate Notes, or if the redemption or acceleration of the maturity of the
Auction Rate Notes results in payment to or receipt by the Registered Owner or
any former Registered Owner of the Auction Rate Notes of any interest in excess
of that permitted by applicable law, then, notwithstanding any provision of the
Auction Rate Notes or related documents to the contrary, all excess amounts
theretofore paid or received with respect to the Auction Rate Notes shall be
credited on the principal balance of the Auction Rate Notes (or, if the Auction
Rate Notes have been paid or would thereby be paid in full, refunded by the
recipient thereof), and the provisions of the Auction Rate Notes and related
documents shall automatically and immediately be deemed reformed and the amounts
thereafter collectible hereunder and thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount otherwise called for
under the Auction Rate Notes and under the related documents.


                                      AA-27
<PAGE>

                                  ATTACHMENT A

                            NOTICE OF PAYMENT DEFAULT


                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                   [CLASS A-5]
                                   [CLASS A-6]
                                    [CLASS B]
                               AUCTION RATE NOTES


        NOTICE IS HEREBY GIVEN that a Payment Default has occurred and is
continuing with respect to the Auction Rate Notes identified above. The next
Auction for the Auction Rate Notes will not be held. The Auction Rate for the
Auction Rate Notes for the next succeeding Interest Period shall be the
Non-Payment Rate.

                                         ZIONS FIRST  NATIONAL BANK, as Trustee



Dated: _______________________           By
                                            ------------------------------------




<PAGE>

                                  ATTACHMENT B

                        NOTICE OF CURE OF PAYMENT DEFAULT


                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                   [CLASS A-5]
                                   [CLASS A-6]
                                    [CLASS B]
                               AUCTION RATE NOTES


        NOTICE IS HEREBY GIVEN that a Payment Default with respect to the
Auction Rate Notes identified above has been waived or cured. The next Interest
Payment Date is __________________________ and the Auction Date is
__________________________.

                                         ZIONS FIRST NATIONAL BANK, as Trustee



Dated: _______________________           By
                                            ------------------------------------



<PAGE>

                                  ATTACHMENT C

                       NOTICE OF PROPOSED CHANGE IN LENGTH
                         OF ONE OR MORE AUCTION PERIODS


                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                   [CLASS A-5]
                                   [CLASS A-6]
                                    [CLASS B]
                               AUCTION RATE NOTES

        Notice is hereby given that the Issuer proposes to change the length of
one or more Auction Periods pursuant to the Indenture of Trust, as amended (the
"Indenture") as follows:

        1. The change shall take effect on _______________, the Interest Rate
Adjustment Date for the next Auction Period (the "Effective Date").

        2. The Auction Period Adjustment in Paragraph 1 shall take place only if
(a) the Trustee and the Auction Agent receive, by 11:00 a.m., eastern time, on
the Business Day before the Auction Date for the Auction Period commencing on
the Effective Date, a certificate from the Issuer, as required by the Indenture
authorizing the change in length of one or more Auction Periods and (b)
Sufficient Bids exist on the Auction Date for the Auction Period commencing on
the Effective Date.

        3. If the condition referred to in (a) above is not met, the Auction
Rate for the Auction Period commencing on the Effective Date will be determined
pursuant to the Auction Procedures and the Auction Period shall be the Auction
Period determined without reference to the proposed change. If the condition
referred to in (a) is met but the condition referred to in (b) above is not met,
the Auction Rate for the Auction Period commencing on the Effective Date shall
be the Maximum Rate and the Auction Period shall be the Auction Period
determined without reference to the proposed change.

        4. It is hereby represented, upon advice of the Auction Agent for the
Class [A-5] [A-6] [B] Notes described herein, that there were Sufficient Bids
for such Class [A-5] [A-6] [B] Notes at the Auction immediately preceding the
date of this Notice.

        5. Terms not defined in this Notice shall have the meanings set forth in
the Indenture entered into in connection with the Class [A-5] [A-6] [B] Notes.

        6. The Issuer hereby certifies the instructions set forth in this Notice
are in accordance with the terms and provisions of the Indenture, the Auction
Agent Agreement and the Broker-Dealer Agreement.

                                         NELNET STUDENT LOAN TRUST 200__-__


Dated:                                   By
      -----------------------               ------------------------------------



<PAGE>

                                  ATTACHMENT D

                      NOTICE ESTABLISHING CHANGE IN LENGTH
                         OF ONE OR MORE AUCTION PERIODS


                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                   [CLASS A-5]
                                   [CLASS A-6]
                                    [CLASS B]
                               AUCTION RATE NOTES

        Notice is hereby given that the Issuer hereby establishes new lengths
for one or more Auction Periods pursuant to the Indenture of Trust, as amended:

        1. The change shall take effect on _______________, the Interest Rate
Adjustment Date for the next Auction Period (the "Effective Date").

        2. For the Auction Period commencing on the Effective Date, the Interest
Rate Adjustment Date shall be _______________, or the next succeeding Business
Day if such date is not a Business Day.

        3. For Auction Periods occurring after the Auction Period commencing on
the Effective Date, the Interest Rate Adjustment Date shall be
[_______________(date) and every ______________(number) ______________(day of
week) thereafter] [every ______________(number) ______________(day of week)
after the date set forth in paragraph 2 above], or the next Business Day if any
such day is not a Business Day; provided, however, that the length of subsequent
Auction Periods shall be subject to further change hereafter as provided in the
Indenture of Trust.

        4. The changes described in paragraphs 2 and 3 above shall take place
only upon delivery of this Notice and the satisfaction of other conditions set
forth in the Indenture of Trust and our prior notice dated _______________
regarding the proposed change.

        5. Terms not defined in this Notice shall have the meanings set forth in
the Indenture of Trust relating to the Class [A-5] [A-6] [B] Notes.

        6. The Issuer hereby certifies the instructions set forth in this Notice
are in accordance with the terms and provisions of the Indenture, the Auction
Agent Agreement and the Broker-Dealer Agreement.

                                        NELNET STUDENT LOAN TRUST 200__-__



Dated:                                  By
      -----------------------              -------------------------------------



<PAGE>


                                  ATTACHMENT E

                        NOTICE OF CHANGE IN AUCTION DATE


                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                   [CLASS A-5]
                                   [CLASS A-6]
                                    [CLASS B]
                               AUCTION RATE NOTES


        Notice is hereby given by [ ], as Broker-Dealer for the Auction Rate
Notes, that with respect to the Auction Rate Notes, the Auction Date is hereby
changed as follows:

        1. With respect to Class [A-5] [A-6] [B] Notes, the definition of
"Auction Date" shall be deemed amended by substituting "_______________(number)
Business Day" in the second line thereof and by substituting
"_______________(number) Business Days" for "two Business Days" in subsection
(d) thereof.

        2. This change shall take effect on _______________ which shall be the
Auction Date for the Auction Period commencing on _______________.

        3. The Auction Date for the Class [A-5] [A-6] [B] Notes shall be subject
to further change hereafter as provided in the Indenture of Trust.

        4. Terms not defined in this Notice shall have the meaning set forth in
the Indenture of Trust, as amended, relating to the Class [A-5] [A-6] [B] Notes.

        5. The Broker-Dealer hereby certifies the instructions set forth in this
Notice are in accordance with the terms and provisions of the Indenture, the
Auction Agent Agreement and the Broker-Dealer Agreement.

                                        [BROKER-DEALER], as Broker-Dealer



Dated:                                  By
      -----------------------              -------------------------------------





<PAGE>

                                    EXHIBIT A

                      ELIGIBLE LOAN ACQUISITION CERTIFICATE


        This Eligible Loan Acquisition Certificate is submitted pursuant to the
provisions of Section 5.02 of the Indenture of Trust, dated as of _____, 200__,
as amended (the "Indenture"), between Nelnet Student Loan Trust 200__-__ (the
"Issuer") and Zions First National Bank, as Trustee. All capitalized terms used
in this Certificate and not otherwise defined herein shall have the same
meanings given to such terms in the Indenture. In your capacity as Trustee, you
are hereby authorized and requested to disburse to _________________ (the
"Seller") the sum of $__________ (or, in the case of an exchange, the Eligible
Loans listed in Exhibit A hereto) for the acquisition of Eligible Loans. With
respect to the Eligible Loans so to be acquired, the Issuer hereby certifies as
follows:

        1. The Eligible Loans to be acquired are those specified in Schedule A
attached hereto (the "Acquired Eligible Loans"). The remaining unpaid principal
amount of each Acquired Eligible Loan is as shown on such Schedule A.

        2. The amount to be disbursed pursuant to this Certificate does not
exceed the amount permitted by Section 5.02 of the Indenture, including a
premium of not to exceed 101.0462%, plus accrued interest.

        3. Each Acquired Eligible Loan is an Eligible Loan authorized so to be
acquired by the Indenture.

        4. You have been previously, or are herewith, provided with the
following items (the items listed in (a), (b), (c), (d) and (f) have been
received and are being retained, on your behalf, by the Issuer or the Servicer):

               (a) a copy of the Student Loan Purchase Agreement between the
        Issuer and the Eligible Lender with respect to the Acquired Eligible
        Loans (original copy maintained on file with the Issuer on behalf of the
        Trustee);

               (b) with respect to each Insured Loan included among the Acquired
        Eligible Loans, the Certificate of Insurance relating thereto;

               (c) with respect to each Guaranteed Loan included among the
        Acquired Eligible Loans, a certified copy of the Guarantee Agreement
        relating thereto;

               (d) an opinion of counsel to the Issuer specifying each action
        necessary to perfect a security interest in all Eligible Loans to be
        acquired by the Issuer pursuant to the Student Loan Purchase Agreements
        in favor of the Trustee in the manner provided for by the provisions of
        20 U.S.C. ss. 1087-2(d)(3) or 20 U.S.C. ss. 1082(m)(1)(D)(iv), as
        applicable, (you are authorized to rely on the advice of a single
        blanket opinion of counsel to the Issuer until such time as the Issuer
        shall provide any amended opinion to you);

<PAGE>

               (e) a certificate of an Authorized Representative of the Issuer
        to the effect that (i) the Issuer is not in default in the performance
        of any of its covenants and agreements made in the Student Loan Purchase
        Agreement relating to the Acquired Eligible Loans; (ii) with respect to
        all Acquired Eligible Loans which are Insured, Insurance is in effect
        with respect thereto, and with respect to all Acquired Eligible Loans
        which are Guaranteed, the Guarantee Agreement is in effect with respect
        thereto; and (iii) the Issuer is not in default in the performance of
        any of its covenants and agreements made in any Contract of Insurance or
        the Guarantee Agreement applicable to the Acquired Eligible Loans; and

               (f) instruments duly assigning the Acquired Eligible Loans to the
        Trustee.

        5. The Issuer is not, on the date hereof, in default under the Indenture
or in the performance of any of its covenants and agreements made in the Student
Loan Purchase Agreement relating to the Acquired Eligible Loans, and, to the
best knowledge of the Issuer, the Eligible Lender is not in default under the
Student Loan Purchase Agreement applicable to the Acquired Eligible Loans. The
Issuer is not aware of any default existing on the date hereof under any of the
other documents referred to in paragraph 4 hereof, nor of any circumstances
which would reasonably prevent reliance upon the opinion of counsel referred to
in paragraph 4(d) hereof.

        6. All of the conditions specified in the Student Loan Purchase
Agreement applicable to the Acquired Eligible Loans and the Indenture for the
acquisition of the Acquired Eligible Loans and the disbursement hereby
authorized and requested have been satisfied; provided that the Issuer may waive
the requirement of receiving an opinion of counsel from the counsel to the
Lender.

        7. If a Financed Eligible Loan is being sold in exchange for an Acquired
Eligible Loan, the final expected maturity date of such Acquired Eligible Loan
shall be substantially similar to that of the Financed Eligible Loan being sold
and such sale and exchange shall not adversely affect the ability of the Trust
Estate to make timely principal and interest payments on its Obligations.

        8. With respect to all Acquired Eligible Loans which are Insured,
Insurance is in effect with respect thereto, and with respect to all Acquired
Eligible Loans which are Guaranteed, the Guarantee Agreement is in effect with
respect thereto.

        9. The Issuer is not in default in the performance of any of its
covenants and agreements made in any Contract of Insurance or the Guarantee
Agreement applicable to the Acquired Eligible Loans.

        10. The proposed use of moneys in the Acquisition Fund is in compliance
with the provisions of the Indenture.

        11. The undersigned is authorized to sign and submit this Certificate on
behalf of the Issuer.
                                      A-2
<PAGE>

        12. Eligible Loans are being acquired at a price which permits the
results of the cash flow analyses provided to the Rating Agencies on the Date of
Issuance to be sustained.

        WITNESS my hand this _____ day of ___________.

                                         NELNET STUDENT LOAN TRUST 200__-__



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

                                      A-3
<PAGE>


                                   EXHIBIT B-1

                             FORM OF CLASS A-1 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                    CLASS A-1

REGISTERED NO. R-1                                       REGISTERED $___________

        DATE OF ISSUANCE             MATURITY DATE            CUSIP NO.


PRINCIPAL SUM: _____________________MILLION AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the applicable Class A-1 Noteholder's Principal Distribution Amount for such
Quarterly Distribution Date, as described in the Indenture of Trust dated as of
_____, 200__, between the Issuer (by Wilmington Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and indenture trustee (the "Trustee")
(capitalized terms used but not defined herein being defined in Article I of the
Indenture, which also contains rules as to usage that shall be applicable
herein); provided, however, that the entire unpaid principal amount of this Note
shall be due and payable on the Maturity Date specified above (the "Class A-1
Maturity Date").

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-1 Rate (as defined on the reverse hereof), on each Quarterly
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Quarterly Distribution Date or the Date of Issuance in the case of the first

<PAGE>

Quarterly Distribution Date (after giving effect to all payments of principal
made on the preceding Quarterly Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note shall accrue from
and including the preceding Quarterly Distribution Date (or, in the case of the
first Interest Accrual Period, the Date of Issuance) to but excluding the
following Quarterly Distribution Date (each an "Interest Accrual Period").
Interest shall be calculated on the basis of the actual number of days elapsed
in each Interest Accrual Period divided by 360 and rounding the resultant figure
to the fifth decimal point. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                     B-1-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                       NELNET STUDENT LOAN TRUST 200__-__

                                       By  WILMINGTON TRUST COMPANY, not
                                           in its individual capacity
                                           but solely as Delaware
                                           Trustee under the Trust
                                           Agreement,



                                       By
                                          --------------------------------------
                                           Authorized Signatory

Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory

Date: [Date of Issuance]


                                     B-1-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class A-1 (the "Class A-1
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-2, A-3, A-4, A-5 and A-6 (the "Class A-2 Notes," the "Class A-3 Notes,"
the "Class A-4 Notes," the "Class A-5 Notes," and the "Class A-6 Notes,"
respectively) and the Issuer's Student Loan Asset-Backed Notes, Class B (the
"Class B Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and Class A-6 Notes,
the "Notes"), are issued under and secured by the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Registered Owners. The Notes are subject to all terms of the Indenture.

        The Class A-1 Notes are and will be secured by the Trust Estate pledged
as security therefor as provided in the Indenture. The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with a
Derivative Product entered into by the Issuer with the Initial Counterparty,
pursuant to which the Issuer will, from time to time, owe Issuer Derivative
Payments, and will, from time to time, be owed Counterparty Payments.

        Principal of the Class A-1 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-1 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each [January, April,
July, October] or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing ___________, 200__.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-1 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        Interest on the Class A-1 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-1 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-1 Rate. The "Class A-1 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus ____%. The "Class A-1 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula: x +
[__/__* (y-x)] (where: x = Two-Month LIBOR, and y = Three-Month LIBOR), plus
____%, as determined by the Administrator.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the

                                     B-1-4
<PAGE>
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

                                     B-1-5
<PAGE>

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.


                                     B-1-6
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------

                                          By                                 *
                                             --------------------------------
                                          Name
                                               -------------------------------
                                          Title
                                                ------------------------------


                                          Signature Guaranteed:



                                          By * *NOTICE: The signature to
                                          this assignment must correspond
                                          with the name of the registered
                                          owner as it appears on the face
                                          of the within Note in every
                                          particular, without alteration,
                                          enlargement or any change
                                          whatever. Such signature must be
                                          guaranteed by an "eligible
                                          guarantor institution" meeting
                                          the requirements of the Note
                                          Registrar, which requirements
                                          include membership or
                                          participation in STAMP or such
                                          other "signature guarantee
                                          program" as may be determined by
                                          the Trustee in addition to, or in
                                          substitution for, STAMP, all in
                                          accordance with the Securities
                                          Exchange Act of 1934, as amended.

                                     B-1-7
<PAGE>
                                   EXHIBIT B-2

                             FORM OF CLASS A-2 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                    CLASS A-2

REGISTERED NO. R-1                                       REGISTERED $_________

        DATE OF ISSUANCE           MATURITY DATE            CUSIP NO.



PRINCIPAL SUM: ___________________ MILLION AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-2 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust dated as of _____,
200__, between the Issuer (by Wilmington Trust Company, in its capacity as
Delaware Trustee) and Zions First National Bank, a national banking association,
as eligible lender trustee and indenture trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-2 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-2 Rate (as defined on the reverse hereof), on each Quarterly
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Quarterly Distribution Date or the Date of Issuance in the case of the first
Quarterly Distribution Date (after giving effect to all payments of principal
made on the preceding Quarterly Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note shall accrue from
and including the preceding Quarterly Distribution Date (or, in the case of the
first Interest Accrual Period, the Date of Issuance) to but excluding the
following Quarterly Distribution Date (each an "Interest Accrual Period").
Interest shall be calculated on the basis of the actual number of days elapsed
in each Interest Accrual Period divided by 360 and rounding the resultant figure
to the fifth decimal point. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                     B-2-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                          NELNET STUDENT LOAN TRUST 200__-__

                                          By  WILMINGTON TRUST COMPANY, not
                                              in its individual capacity
                                              but solely as Delaware
                                              Trustee under the Trust
                                              Agreement,



                                          By
                                             -----------------------------------
                                              Authorized Signatory


Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: [Date of Issuance]


                                     B-2-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class A-2 (the "Class A-2
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-1, Class A-3, Class A-4, Class A-5 and Class A-6 (the "Class A-1 Notes,"
the "Class A-3 Notes," the "Class A-4 Notes," the "Class A-5 Notes" and the
"Class A-6 Notes," respectively) and the Issuer's Student Loan Asset-Backed
Notes, Class B (the "Class B Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3, the Class A-4 Notes, the Class A-5 Notes and the
Class A-6 Notes, the "Notes"), are issued under and secured by the Indenture, to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Trustee and the Registered Owners. The Notes are subject to all
terms of the Indenture.

        The Class A-2 Notes are and will be secured by the Trust Estate pledged
as security therefor as provided in the Indenture. The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with a
Derivative Product entered into by the Issuer with the Initial Counterparty,
pursuant to which the Issuer will, from time to time, owe Issuer Derivative
Payments, and will from time to time, be owed Counterparty Payments.

        Principal of the Class A-2 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-2 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each [January, April,
July and October] or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing _______________, 200__.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-2 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        Interest on the Class A-2 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-2 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-2 Rate. The "Class A-2 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus ____%. The "Class A-2 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula: x +
[__/__* (y-x)] (where: x = Two-Month LIBOR, and y = Three-Month LIBOR), plus
____%, as determined by the Administrator.


                                     B-2-4
<PAGE>

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.

                                     B-2-5
<PAGE>

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.


                                     B-2-6
<PAGE>
                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------

                                               By                             *
                                                  -----------------------------
                                               Name
                                                    ---------------------------
                                               Title
                                                     --------------------------


                                               Signature Guaranteed:



                                               By * *NOTICE: The signature to
                                               this assignment must correspond
                                               with the name of the registered
                                               owner as it appears on the face
                                               of the within Note in every
                                               particular, without alteration,
                                               enlargement or any change
                                               whatever. Such signature must be
                                               guaranteed by an "eligible
                                               guarantor institution" meeting
                                               the requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in STAMP or such
                                               other "signature guarantee
                                               program" as may be determined by
                                               the Trustee in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.


                                     B-2-7
<PAGE>

                                   EXHIBIT B-3

                             FORM OF CLASS A-3 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                    CLASS A-3

REGISTERED NO. R-1                                 REGISTERED $________________

        DATE OF ISSUANCE        MATURITY DATE                CUSIP NO.


PRINCIPAL SUM:        _______________________AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-3 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust dated as of _____,
200__, between the Issuer (by Wilmington Trust Company, in its capacity as
Delaware Trustee) and Zions First National Bank, a national banking association,
as eligible lender trustee and indenture trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-3 Maturity
Date").

                                     B-3-2
<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-3 Rate (as defined on the reverse hereof), on each Quarterly
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Quarterly Distribution Date or the Date of Issuance in the case of the first
Quarterly Distribution Date (after giving effect to all payments of principal
made on the preceding Quarterly Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note shall accrue from
and including the preceding Quarterly Distribution Date (or, in the case of the
first Interest Accrual Period, the Date of Issuance) to but excluding the
following Quarterly Distribution Date (each an "Interest Accrual Period").
Interest shall be calculated on the basis of the actual number of days elapsed
in each Interest Accrual Period divided by 360 and rounding the resultant figure
to the fifth decimal point. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.


                                     B-3-3
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                        NELNET STUDENT LOAN TRUST 200__-__

                                        By  WILMINGTON TRUST COMPANY, not
                                            in its individual capacity
                                            but solely as Delaware
                                            Trustee under the Trust
                                            Agreement,



                                        By
                                           -------------------------------------
                                            Authorized Signatory


Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: [Date of Issuance]



                                     B-3-4
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class A-3 (the "Class A-3
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-1, Class A-2, Class A-4, Class A-5 and Class A-6 Notes (the "Class A-1
Notes," the "Class A-2 Notes," the "Class A-4 Notes," the "Class A-5 Notes" and
the "Class A-6 Notes," respectively) and the Issuer's Student Loan Asset-Backed
Notes, Class B (the "Class B Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes, the "Notes"), are issued under and secured by the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are
subject to all terms of the Indenture.

        The Class A-3 Notes are and will be secured by the Trust Estate pledged
as security therefor as provided in the Indenture. The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with a
Derivative Product entered into by the Issuer with the Initial Counterparty,
pursuant to which the Issuer will, from time to time, owe Issuer Derivative
Payments, and will from time to time, be owed Counterparty Payments.

        Principal of the Class A-3 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-3 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each [January, April,
July and October] or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing _____________, 200__.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-3 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        Interest on the Class A-3 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-3 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-3 Rate. The "Class A-3 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus ____%. The "Class A-3 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula: x +
[__/__* (y-x)] (where: x = Two-Month LIBOR, and y = Three-Month LIBOR), plus
____%, as determined by the Administrator.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.

                                     B-3-5
<PAGE>

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.


                                     B-3-6
<PAGE>

                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------


                                               By                              *
                                                  -----------------------------
                                               Name
                                                    ----------------------------
                                               Title
                                                     ---------------------------


                                               Signature Guaranteed:



                                               By * *NOTICE: The signature to
                                               this assignment must correspond
                                               with the name of the registered
                                               owner as it appears on the face
                                               of the within Note in every
                                               particular, without alteration,
                                               enlargement or any change
                                               whatever. Such signature must be
                                               guaranteed by an "eligible
                                               guarantor institution" meeting
                                               the requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in STAMP or such
                                               other "signature guarantee
                                               program" as may be determined by
                                               the Trustee in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.



                                     B-3-7
<PAGE>

                                   EXHIBIT B-4

                             FORM OF CLASS A-4 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                    CLASS A-4

REGISTERED NO. R-1                               REGISTERED $_________________

        DATE OF ISSUANCE      MATURITY DATE                 CUSIP NO.


PRINCIPAL SUM:        _________________________________ AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-4 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust dated as of _____,
200__, between the Issuer (by Wilmington Trust Company, in its capacity as
Delaware Trustee) and Zions First National Bank, a national banking association,
as eligible lender trustee and indenture trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-4 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-4 Rate (as defined on the reverse hereof), on each Quarterly
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Quarterly Distribution Date or the Date of Issuance in the case of the first
Quarterly Distribution Date (after giving effect to all payments of principal
made on the preceding Quarterly Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note shall accrue from
and including the preceding Quarterly Distribution Date (or, in the case of the
first Interest Accrual Period, the Date of Issuance) to but excluding the
following Quarterly Distribution Date (each an "Interest Accrual Period").
Interest shall be calculated on the basis of the actual number of days elapsed
in each Interest Accrual Period divided by 360 and rounding the resultant figure
to the fifth decimal point. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.


                                     B-4-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                         NELNET STUDENT LOAN TRUST 200__-__

                                         By  WILMINGTON TRUST COMPANY, not
                                             in its individual capacity
                                             but solely as Delaware
                                             Trustee under the Trust
                                             Agreement,



                                         By
                                            ------------------------------------
                                             Authorized Signatory


Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: [Date of Issuance]


                                     B-4-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class A-4 (the "Class A-4
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-1, Class A-2, Class A-3, Class A-5 and Class A-6 (the "Class A-1 Notes,"
the "Class A-2 Notes," the "Class A-3 Notes," the "Class A-5 Notes" and the
"Class A-6 Notes," respectively) and the Issuer's Student Loan Asset-Backed
Notes, Class B (the "Class B Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes, the "Notes"), are issued under and secured by the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are
subject to all terms of the Indenture.

        The Class A-4 Notes are and will be secured by the Trust Estate pledged
as security therefor as provided in the Indenture. The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes (the "Class A Notes") are senior to the Class B Notes as
and to the extent provided in the Indenture. The Class A Notes are, except for
certain Termination Payments that are not Priority Termination Payments, issued
on a parity with a Derivative Product entered into by the Issuer with the
Initial Counterparty, pursuant to which the Issuer will, from time to time, owe
Issuer Derivative Payments, and will from time to time, be owed Counterparty
Payments.

        Principal of the Class A-4 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-4 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each [January, April,
July and October] or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing ____________, 200__.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-4 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        Interest on the Class A-4 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-4 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-4 Rate. The "Class A-4 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus _____%; provided, however, that if the Sponsor does not
exercise its option to purchase the Financed Eligible Loans as described in the
Indenture and the Financed Eligible Loans are not sold on the Trust Auction
Date, the Class A-4 Rate shall be increased by ____% per annum for each Interest
Accrual Period beginning on or after the Optional Purchase Date. The "Class A-4
Rate" for the first Interest Accrual Period shall be determined by reference to
the following formula: x + [__/__* (y-x)] (where: x = Two-Month LIBOR, and y =
Three-Month LIBOR), plus ____%, as determined by the Administrator.
                                     B-4-4
<PAGE>

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.
                                     B-4-5
<PAGE>

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                     B-4-6
<PAGE>

                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------


                                               By                             *
                                                  ------------------------------
                                               Name
                                                    ----------------------------
                                               Title
                                                     ---------------------------


                                               Signature Guaranteed:



                                               By * *NOTICE: The signature to
                                               this assignment must correspond
                                               with the name of the registered
                                               owner as it appears on the face
                                               of the within Note in every
                                               particular, without alteration,
                                               enlargement or any change
                                               whatever. Such signature must be
                                               guaranteed by an "eligible
                                               guarantor institution" meeting
                                               the requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in STAMP or such
                                               other "signature guarantee
                                               program" as may be determined by
                                               the Trustee in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.

                                     B-4-7
<PAGE>


                                   EXHIBIT B-5

                             FORM OF CLASS A-5 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                    CLASS A-5

REGISTERED NO. R-1                                     REGISTERED $___________

        DATE OF ISSUANCE           MATURITY DATE            CUSIP NO.


PRINCIPAL SUM:        ______________ AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Auction Rate Distribution Date the principal sum
equal to the Class A-5 Noteholder's Principal Distribution Amount for such
Auction Rate Distribution Date, as described in the Indenture of Trust dated as
of _____, 200__, between the Issuer (by Wilmington Trust Company, in its
capacity as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and indenture trustee (the "Trustee")
(capitalized terms used but not defined herein being defined in Article I or
Appendix 1 of the Indenture, which also contains rules as to usage that shall be
applicable herein); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the Maturity Date specified above (the
"Class A-5 Maturity Date").

<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-5 Rate (as defined on the reverse hereof), on each Auction Rate
Distribution Date for the Class A-5 Notes until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Auction Rate Distribution Date or the Date of
Issuance in the case of the first Auction Rate Distribution Date (after giving
effect to all payments of principal made on the preceding Auction Rate
Distribution Date), subject to certain limitations contained in the Indenture.
Interest on this Note shall accrue, unless changed as provided in the Indenture
in Appendix A thereto, initially during the period commencing on the Date of
Issuance through and not including the Initial Rate Adjustment Date for the
Class A-5 Notes, and thereafter, each successive period of generally 28 days,
commencing on the first Business Day following the applicable Auction Date, and
ending on and including the applicable Auction Date (unless such date is not
followed by a Business Day, in which case the next succeeding day that is
followed by a Business Day) and, if the Auction Periods are changed as provided
in the Indenture, each period commencing on an Auction Rate Distribution Date
and ending on but excluding the succeeding Auction Rate Distribution Date (each
an "Interest Accrual Period" or "Auction Period"). Interest shall be calculated
on the basis of the actual number of days elapsed in each Interest Accrual
Period divided by 360 and rounding the resultant figure to the fifth decimal
point. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.


                                     B-5-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                         NELNET STUDENT LOAN TRUST 200__-__

                                         By  WILMINGTON TRUST COMPANY, not
                                             in its individual capacity
                                             but solely as Delaware
                                             Trustee under the Trust
                                             Agreement



                                         By
                                            ------------------------------------
                                             Authorized Signatory


Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: [Date of Issuance]

                                     B-5-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class A-5 (the "Class A-5
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-6 (the "Class A-1 Notes,"
the "Class A-2 Notes," the "Class A-3 Notes," the "Class A-4 Notes" and the
"Class A-6 Notes," respectively) and the Issuer's Student Loan Asset-Backed
Notes, Class B (the "Class B Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes, the "Notes"), are issued under and secured by the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are
subject to all terms of the Indenture.

        The Class A-5 Notes are and will be secured by the Trust Estate pledged
as security therefor as provided in the Indenture. The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes (the "Class A Notes") are senior to the Class B Notes as
and to the extent provided in the Indenture. The Class A Notes are, except for
certain Termination Payments that are not Priority Termination Payments, issued
on a parity with a Derivative Product entered into by the Issuer with the
Initial Counterparty, pursuant to which the Issuer will, from time to time, owe
Issuer Derivative Payments, and will from time to time, be owed Counterparty
Payments.

        Principal of the Class A-5 Notes shall be payable on each Auction Rate
Distribution Date in an amount equal to the Class A-5 Noteholder's Principal
Distribution Amount for such Auction Rate Distribution Date. "Auction Rate
Distribution Date" means for the Class A-5 Notes, the Business Day immediately
following the Initial Period and each related Auction Period thereafter;
provided, however, that if the duration of such Auction Period exceeds 90 days,
then the Class A-5 Notes will have Auction Rate Distribution Dates on (i) the
twenty-fifth (25th) day of each [January, April, July and October] occurring
during such Auction Period (or, if such day is not a Business Day, the
immediately succeeding Business Day), and (ii) the first Business Day
immediately following the end of such Auction Period.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-5 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. In
addition, the Class A-5 Notes are subject to early redemption at the option of
the Issuer as provided in the Indenture.

        Interest on the Class A-5 Notes shall be payable on each Auction Rate
Distribution Date on the principal amount outstanding of the Class A-5 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-5 Rate. The "Class A-5 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the Auction Note
Interest Rate for the Class A-5 Notes for such Interest Accrual Period, and, for
the first Interest Accrual Period, the Initial Rate for such class. The Auction
Note Interest Rate is determined for each Interest Accrual Period in accordance
with the Auction Procedures described in Appendix A to the Indenture. The
Initial Rate for the Class A-5 Notes is the rate selected by the Underwriters
and specified in the Indenture for such class of Notes. Under certain
circumstances, the Class A-5 Notes may be entitled to payment of certain
Carry-over Amounts for such class, as described in Appendix A to the Indenture.
Payment of such Carry-over Amounts is subordinated to the payment of principal
and interest on the Notes, and to payment of other amounts owed by the Issuer,
as described in the Indenture.
                                     B-5-4
<PAGE>
        Payments of interest on this Note on each Auction Rate Distribution
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be paid to the Person in whose name such Note
is registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on an Auction Rate Distribution Date, then the
Trustee shall notify the Person in whose name a Note is registered at the close
of business on the Record Date preceding the Auction Rate Distribution Date on
which the Issuer expects that the final installment of principal of and interest
on such Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Auction Rate Distribution Date and shall specify
that such final installment will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.
                                     B-5-5
<PAGE>

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                     B-5-6
<PAGE>

                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------

                                               By                            *
                                                  ----------------------------
                                               Name
                                                    --------------------------
                                               Title
                                                     -------------------------


                                               Signature Guaranteed:



                                               By * *NOTICE: The signature to
                                               this assignment must correspond
                                               with the name of the registered
                                               owner as it appears on the face
                                               of the within Note in every
                                               particular, without alteration,
                                               enlargement or any change
                                               whatever. Such signature must be
                                               guaranteed by an "eligible
                                               guarantor institution" meeting
                                               the requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in STAMP or such
                                               other "signature guarantee
                                               program" as may be determined by
                                               the Trustee in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.


                                     B-5-7
<PAGE>

                                   EXHIBIT B-6

                             FORM OF CLASS A-6 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                    CLASS A-6

REGISTERED NO. R-1                                REGISTERED $__________________

        DATE OF ISSUANCE         MATURITY DATE                CUSIP NO.


PRINCIPAL SUM:        ___________________ AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Auction Rate Distribution Date the principal sum
equal to the Class A-6 Noteholder's Principal Distribution Amount for such
Auction Rate Distribution Date, as described in the Indenture of Trust dated as
of _____, 200__, between the Issuer (by Wilmington Trust Company, in its
capacity as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and indenture trustee (the "Trustee")
(capitalized terms used but not defined herein being defined in Article I or
Appendix 1 of the Indenture, which also contains rules as to usage that shall be
applicable herein); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the Maturity Date specified above (the
"Class A-6 Maturity Date").
<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-6 Rate (as defined on the reverse hereof), on each Auction Rate
Distribution Date for the Class A-6 Notes until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Auction Rate Distribution Date or the Date of
Issuance in the case of the first Auction Rate Distribution Date (after giving
effect to all payments of principal made on the preceding Auction Rate
Distribution Date), subject to certain limitations contained in the Indenture.
Interest on this Note shall accrue, unless changed as provided in the Indenture
in Appendix A thereto, initially during the period commencing on the Date of
Issuance through and not including the Initial Rate Adjustment Date for the
Class A-6 Notes, and thereafter, each successive period of generally 28 days,
commencing on the first Business Day following the applicable Auction Date, and
ending on and including the applicable Auction Date (unless such date is not
followed by a Business Day, in which case the next succeeding day that is
followed by a Business Day) and, if the Auction Periods are changed as provided
in the Indenture, each period commencing on an Auction Rate Distribution Date
and ending on but excluding the succeeding Auction Rate Distribution Date (each
an "Interest Accrual Period" or "Auction Period"). Interest shall be calculated
on the basis of the actual number of days elapsed in each Interest Accrual
Period divided by 360 and rounding the resultant figure to the fifth decimal
point. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                     B-6-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                          NELNET STUDENT LOAN TRUST 200__-__

                                          By  WILMINGTON TRUST COMPANY, not
                                              in its individual capacity
                                              but solely as Delaware
                                              Trustee under the Trust
                                              Agreement



                                          By
                                             -----------------------------------
                                              Authorized Signatory


Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: [Date of Issuance]



                                     B-6-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class A-6 (the "Class A-6
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 (the "Class A-1 Notes,"
the "Class A-2 Notes," the "Class A-3 Notes," the "Class A-4 Notes" and the
"Class A-5 Notes" respectively) and the Issuer's Student Loan Asset-Backed
Notes, Class B (the "Class B Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes, the "Notes"), are issued under and secured by the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are
subject to all terms of the Indenture.

        The Class A-6 Notes are and will be secured by the Trust Estate pledged
as security therefor as provided in the Indenture. The Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes
and the Class A-6 Notes (the "Class A Notes") are senior to the Class B Notes as
and to the extent provided in the Indenture. The Class A Notes are, except for
certain Termination Payments that are not Priority Termination Payments, issued
on a parity with a Derivative Product entered into by the Issuer with the
Initial Counterparty, pursuant to which the Issuer will, from time to time, owe
Issuer Derivative Payments, and will from time to time, be owed Counterparty
Payments.

        Principal of the Class A-6 Notes shall be payable on each Auction Rate
Distribution Date in an amount equal to the Class A-6 Noteholder's Principal
Distribution Amount for such Auction Rate Distribution Date. "Auction Rate
Distribution Date" means for the Class A-6 Notes, the Business Day immediately
following the Initial Period and each related Auction Period thereafter;
provided, however, that if the duration of such Auction Period exceeds 90 days,
then the Class A-6 Notes will have Auction Rate Distribution Dates on (i) the
twenty-fifth (25th) day of each [January, April, July and October] occurring
during such Auction Period (or, if such day is not a Business Day, the
immediately succeeding Business Day), and (ii) the first Business Day
immediately following the end of such Auction Period.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-6 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. In
addition, the Class A-5 Notes are subject to early redemption at the option of
the Issuer as provided in the Indenture.

        Interest on the Class A-6 Notes shall be payable on each Auction Rate
Distribution Date on the principal amount outstanding of the Class A-6 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-6 Rate. The "Class A-6 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the Auction Note
Interest Rate for the Class A-6 Notes for such Interest Accrual Period, and, for
the first Interest Accrual Period, the Initial Rate for such class. The Auction
Note Interest Rate is determined for each Interest Accrual Period in accordance
with the Auction Procedures described in Appendix A to the Indenture. The
Initial Rate for the Class A-6 Notes is the rate selected by the Underwriters
and specified in the Indenture for such class of Notes. Under certain
circumstances, the Class A-6 Notes may be entitled to payment of certain
Carry-over Amounts for such class, as described in Appendix A to the Indenture.
Payment of such Carry-over Amounts is subordinated to the payment of principal
and interest on the Notes, and to payment of other amounts owed by the Issuer,
as described in the Indenture.

                                     B-6-4
<PAGE>

        Payments of interest on this Note on each Auction Rate Distribution
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be paid to the Person in whose name such Note
is registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on an Auction Rate Distribution Date, then the
Trustee shall notify the Person in whose name a Note is registered at the close
of business on the Record Date preceding the Auction Rate Distribution Date on
which the Issuer expects that the final installment of principal of and interest
on such Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Auction Rate Distribution Date and shall specify
that such final installment will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.

                                     B-6-5
<PAGE>

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.


                                     B-6-6
<PAGE>


                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------

                                               By                             *
                                                  ----------------------------
                                               Name
                                                    ---------------------------
                                               Title
                                                     --------------------------


                                               Signature Guaranteed:



                                               By * *NOTICE: The signature to
                                               this assignment must correspond
                                               with the name of the registered
                                               owner as it appears on the face
                                               of the within Note in every
                                               particular, without alteration,
                                               enlargement or any change
                                               whatever. Such signature must be
                                               guaranteed by an "eligible
                                               guarantor institution" meeting
                                               the requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in STAMP or such
                                               other "signature guarantee
                                               program" as may be determined by
                                               the Trustee in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.



                                     B-6-7
<PAGE>

                                   EXHIBIT B-7

                              FORM OF CLASS B NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                       NELNET STUDENT LOAN TRUST 200__-__
                         STUDENT LOAN ASSET-BACKED NOTES
                                     CLASS B

REGISTERED NO. R-1                                 REGISTERED $________________

        Date of Issuance         Maturity Date               CUSIP No.


PRINCIPAL SUM:        ________________________ AND 00/00 DOLLARS
REGISTERED OWNER:     CEDE & CO.

        Nelnet Student Loan Trust 200__-__, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Auction Rate Distribution Date the principal sum
equal to the Class B Noteholder's Principal Distribution Amount for such Auction
Rate Distribution Date, as described in the Indenture of Trust dated as of
_____, 200__, between the Issuer (by Wilmington Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and indenture trustee (the "Trustee")
(capitalized terms used but not defined herein being defined in Article I or
Appendix 1 of the Indenture, which also contains rules as to usage that shall be
applicable herein); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the Maturity Date specified above (the
"Class B Maturity Date").
<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class B Rate (as defined on the reverse hereof), on each Auction Rate
Distribution Date for the Class B Notes until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Auction Rate Distribution Date or the Date of Issuance in the
case of the first Auction Rate Distribution Date (after giving effect to all
payments of principal made on the preceding Auction Rate Distribution Date),
subject to certain limitations contained in the Indenture. Interest on this Note
shall accrue, unless changed as provided in the Indenture in Appendix A thereto,
initially during the period commencing on the Date of Issuance through and not
including the Initial Rate Adjustment Date for the Class B Notes, and
thereafter, each successive period of generally 28 days, commencing on the first
Business Day following the applicable Auction Date, and ending on and including
the applicable Auction Date (unless such date is not followed by a Business Day,
in which case the next succeeding day that is followed by a Business Day) and,
if the Auction Periods are changed as provided in the Indenture, each period
commencing on an Auction Rate Distribution Date and ending on but excluding the
succeeding Auction Rate Distribution Date (each an "Interest Accrual Period" or
"Auction Period"). Interest shall be calculated on the basis of the actual
number of days elapsed in each Interest Accrual Period divided by 360 and
rounding the resultant figure to the fifth decimal point. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.


                                     B-7-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                          NELNET STUDENT LOAN TRUST 200__-__

                                          By  WILMINGTON TRUST COMPANY, not
                                              in its individual capacity
                                              but solely as Delaware
                                              Trustee under the Trust
                                              Agreement



                                          By
                                             -----------------------------------
                                              Authorized Signatory


Date: [Date of Issuance]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee,



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: [Date of Issuance]


                                     B-7-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Class B (the "Class B
Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 (the "Class
A-1 Notes," the "Class A-2 Notes," the "Class A-3 Notes," the "Class A-4 Notes,"
the "Class A-5 Notes" and the "Class A-6 Notes," respectively) (and, together
with the Class B Notes the "Notes"), are issued under and secured by the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Registered Owners. The Notes are
subject to all terms of the Indenture.

        The Class B Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4, Class A-5 and Class A-6 (the "Class A Notes")
are senior to the Class B Notes as and to the extent provided in the Indenture.
The Class A Notes are, except for certain Termination Payments that are not
Priority Termination Payments, issued on a parity with a Derivative Product
entered into by the Issuer with the Initial Counterparty, pursuant to which the
Issuer will, from time to time, owe Issuer Derivative Payments, and will from
time to time, be owed Counterparty Payments.

        Principal of the Class B Notes shall be payable on each Auction Rate
Distribution Date in an amount equal to the Class B Noteholder's Principal
Distribution Amount for such Auction Rate Distribution Date. "Auction Rate
Distribution Date" means for the Class B Notes, the Business Day immediately
following the Initial Period and each related Auction Period thereafter;
provided, however, that if the duration of such Auction Period exceeds 90 days,
then the Class B Notes will have Auction Rate Distribution Dates on (i) the
twenty-fifth (25th) day of each [January, April, July and October] occurring
during such Auction Period (or, if such day is not a Business Day, the
immediately succeeding Business Day), and (ii) the first Business Day
immediately following the end of such Auction Period.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class B Maturity Date. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which (a) an Event of Default shall have occurred and be
continuing and (b) either the Trustee or the Registered Owners of Obligations
representing not less than a majority of the Outstanding Amount of the Highest
Priority Obligations shall have declared the Notes to be immediately due and
payable in the manner provided in the Indenture. In addition, the Class B Notes
are subject to early redemption at the option of the Issuer as provided in the
Indenture.

        Interest on the Class B Notes shall be payable on each Auction Rate
Distribution Date on the principal amount outstanding of the Class B Notes until
the principal amount thereof is paid in full, at a rate per annum equal to the
Class B Rate. The "Class B Rate" for each Interest Accrual Period, other than
the first Interest Accrual Period, shall be equal to the Auction Note Interest
Rate for the Class B Notes for such Interest Accrual Period, and, for the first
Interest Accrual Period, the Initial Rate for such class. The Auction Note
Interest Rate is determined for each Interest Accrual Period in accordance with
the Auction Procedures described in Appendix A to the Indenture. The Initial
Rate for the Class B Notes is the rate selected by the Underwriters and
specified in the Indenture for such class of Notes. Under certain circumstances,
the Class B Notes may be entitled to payment of certain Carry-over Amounts for
such class, as described in Appendix A to the Indenture. Payment of such
Carry-over Amounts is subordinated to the payment of principal and interest on
the Notes, and to payment of other amounts owed by the Issuer, as described in
the Indenture.

                                     B-7-4
<PAGE>

        Payments of interest on this Note on each Auction Rate Distribution
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be paid to the Person in whose name such Note
is registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on an Auction Rate Distribution Date, then the
Trustee shall notify the Person in whose name a Note is registered at the close
of business on the Record Date preceding the Auction Rate Distribution Date on
which the Issuer expects that the final installment of principal of and interest
on such Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Auction Rate Distribution Date and shall specify
that such final installment will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like series, subseries, if any, and
aggregate principal amount of the same maturity.

        As to any Note, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of either principal or interest on any fully registered Note shall be
made only to or upon the written order of the Registered Owner thereof or his
legal representative but such registration may be changed as provided in the
Indenture. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums paid.

        Each Registered Owner and each transferee of a Note shall be deemed to
represent and warrant that either (a) it is not acquiring the Note directly or
indirectly for, or on behalf of, an ERISA plan or any entity whose underlying
assets are deemed to be plan assets of such ERISA plan; or (b)(i) the
acquisition and holding of the Notes will not result in a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or similar
law and (ii) if the Notes are subsequently deemed to be "plan assets" pursuant
to the regulations set forth at 29 C.F.R. ss. 2510.3-101, it will promptly
dispose of the Notes.

                                     B-7-5
<PAGE>

        The Trustee shall require the payment by any Registered Owner requesting
exchange or transfer of any tax or other governmental charge required to be paid
with respect to such exchange or transfer. The applicant for any such transfer
or exchange may be required to pay all taxes and governmental charges in
connection with such transfer or exchange, other than exchanges pursuant to the
Indenture.

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.


                                     B-7-6
<PAGE>

                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------------
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
--------------------------------------------------------------------------------
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       -----------------------------

                                               By                              *
                                                  -----------------------------
                                               Name
                                                    ----------------------------
                                               Title
                                                     ---------------------------


                                               Signature Guaranteed:



                                               By * *NOTICE: The signature to
                                               this assignment must correspond
                                               with the name of the registered
                                               owner as it appears on the face
                                               of the within Note in every
                                               particular, without alteration,
                                               enlargement or any change
                                               whatever. Such signature must be
                                               guaranteed by an "eligible
                                               guarantor institution" meeting
                                               the requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in STAMP or such
                                               other "signature guarantee
                                               program" as may be determined by
                                               the Trustee in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.



                                     B-7-7
<PAGE>

                                    EXHIBIT C

                         FORM OF ADMINISTRATOR'S MONTHLY
                       SERVICING PAYMENT DATE CERTIFICATE


        This Administrator's Monthly Servicing Payment Date Certificate (the
"Certificate") is being provided by Nelnet, Inc., as Administrator (the
"Administrator") to Nelnet Student Loan Trust 200__-__ (the "Issuer") pursuant
to Section 5.03(b) of the Indenture of Trust dated as of _____, 200__ (the
"Indenture"), between the Issuer and Zions First National Bank (the "Trustee").
All capitalized terms used in this Certificate and not otherwise defined shall
have the same meanings as assigned to such terms in the Indenture.

        Pursuant to this Certificate, the Administrator hereby directs the
Trustee to distribute to the Servicer, by 1:00 p.m. (New York time) on
__________, __________ (the "Monthly Servicing Payment Date"), from and to the
extent of the Available Funds on deposit in the Collection Fund, $__________
Servicing Fee due with respect to the preceding calendar month.

        The Available Funds on this Monthly Servicing Payment Date is equal to
$__________.

        The Administrator hereby certifies that the information herein is true
and accurate in all material respects and that the Trustee may conclusively rely
on this Certificate with no further duty to examine or determine the information
contained herein.

        IN WITNESS WHEREOF, the Administrator has caused this Certificate to be
duly executed and delivered as of the date written below.

                                          Nelnet, Inc., as Administrator



                                          By
                                             -----------------------------------
                                              Authorized Signatory


[DATE]



<PAGE>

                                    EXHIBIT D

              FORM OF ADMINISTRATOR'S DISTRIBUTION DATE CERTIFICATE


        This Administrator's Distribution Date Certificate (the "Certificate")
is being provided by Nelnet, Inc., as Administrator (the "Administrator") to
Nelnet Student Loan Trust 200__-__ (the "Issuer") pursuant to Section 5.03(c) of
the Indenture of Trust dated as of _____, 200__ (the "Indenture"), between the
Issuer and Zions First National Bank (the "Trustee"). All capitalized terms used
in this Certificate and not otherwise defined shall have the same meanings as
assigned to such terms in the Indenture.

        Pursuant to this Certificate, the Administrator hereby directs the
Trustee to make the following deposits and distributions to the Persons or to
the account specified below by 1:00 p.m. (New York time) on __________ __, _____
("the Distribution Date"), to the extent of (x) the amount of Available Funds in
the Collection Fund and (y) the amount transferred from the Reserve Fund
pursuant to Section 5.04(b), (c) and (d) of the Indenture. The Trustee shall
make the following deposits and distributions in the following order of
priority, and the Trustee shall comply with such instructions:
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                              <C>

(i)     (a)The Servicing Fee to the Servicer,                                    $       -
                                                                                  --------------
        (b)The Trustee Fee to the Trustee,                                       $       -
                                                                                  -------------
        (c)The Auction Agent Fee to the Auction Agent,                           $       -
                                                                                  -------------
        (d)The Broker-Dealer Fees to the Broker-Dealers, and                     $       -
                                                                                  -------------
        (e)The Delaware Trustee Fee to the Delaware Trustee respectively,
           ratably, without preference or priority of any kind, due on the
           Distribution Date;                                                    $       -
                                                                                  -------------
(ii)    (a)The Administration Fee to the Administrator                           $       -
                                                                                  -------------
        (b)Any unpaid Administration Fees, if any, from prior Distribution
           Dates to the Administrator due on the Distribution Date;             $       -
                                                                                  -------------
(iii) (a)The Interest Distribution Amount to the Class A-1 Noteholders, $       -
                                                                                  -------------
           The Interest Distribution Amount to the Class A-2 Noteholders,        $       -
                                                                                  -------------
           The Interest Distribution Amount to the Class A-3 Noteholders,        $       -
                                                                                  -------------
           The Interest Distribution Amount to the Class A-4 Noteholders,        $       -
                                                                                  -------------
           The Interest Distribution Amount to the Class A-5 Noteholders, and    $       -
                                                                                  -------------
           The Interest Distribution Amount to the Class A-6 Noteholders         $       -
                                                                                  -------------
        (b)Amounts due on any derivative product agreement (excluding $
           termination payments other than Priority Termination Payments) to
           the Counterparties pro rata, without preference or priority of any
           kind, according to the amounts payable to each such party;            $       -
                                                                                  -------------
(iv)    The Interest Distribution Amount to the Class B Noteholders, ratably,
        without preference or priority of any kind, according to the amounts
        payable in respect of the Class B Noteholders' Interest Distribution
        Amount;                                                                  $       -
                                                                                  -------------
(v)     An amount equal to the unpaid interest accrued on the Financed Student
        Loans subsequent to the Cutoff Date but prior to the Date of Issuance,
        until such amount has been paid in full, to the Sponsor;                 $       -
                                                                                  -------------
(vi)    The Class A Principal Distribution Amount to the Class A-1 Noteholders;  $       -
                                                                                  -------------
(vii) The Class A Principal Distribution Amount to the Class A-2 Noteholders; $$       -
                                                                                  -------------
(viii) The Class A Principal Distribution Amount to the Class A-3 Noteholders; $       -
                                                                                  -------------
(ix) The Class A Principal Distribution Amount to the Class A-4 Noteholders; $       -
                                                                                  -------------
(x)     The Class A Principal Distribution Amount to the Class A-5
        Noteholders, in lots of $50,000;                                         $       -
                                      D-2
<PAGE>

                                                                                  -------------
(xi)    The Class A Principal Distribution Amount to the Class A-6
        Noteholders, in lots of $50,000;                                         $       -
                                                                                  -------------
(xii)   The Class B Principal Distribution Amount to the Class B Noteholders,
        in lots of $50,000;                                                      $       -
                                                                                  -------------
(xiii)  Amounts to be deposited to the Reserve Fund (if necessary to reinstate
        the balance of the Reserve Fund up to the Specified Reserve Fund
        Balance);                                                                $       -
                                                                                  -------------
(xiv)   Amounts due to the Servicer (representing the aggregate unpaid amount
        of the Carryover Servicing Fee, if any);                                 $       -
                                                                                  -------------
(xv)    Amounts due to the Class A-5 Noteholders and Class A-6 Noteholders,
        pro rata, (representing the unpaid amount of Carryover Interest, if
        any);                                                                    $       -
                                                                                  -------------
(xvi)   Amounts due to the Class B Noteholders (representing the unpaid amount
        of Carryover Interest, if any);
(xvii)  Amounts due to the Counterparties, pro rata, without preference or       $       -
                                                                                  -------------
        priority (representing any accrued and unpaid Termination Payments due
        under any Derivative Product Payments);                                  $       -
                                                                                  -------------

(xviii) If the Financed Eligible Loans have not been sold pursuant to  Section
        10.03 or 10.04 of the Indenture, amounts payable to the  Noteholders of
        the LIBOR-Rate Notes to pay as an accelerated payment of principal
        balance on the LIBOR-Rate Notes then Outstanding until the principal
        amount of the LIBOR-Rate Notes is paid in full.                          $       -
                                                                                  -------------
(xix)   Any remaining amounts to the Sponsor. Amounts properly distributed to
        the Sponsor pursuant to this paragraph (xix) shall be deemed released
        from the Trust Estate and the security interest therein granted to the
        Trustee, and the Sponsor shall in no event thereafter be required to
        refund any such distribution amounts.                                    $       -
                                                                                  -------------
        Total Distributions                                                      $       -
                                                                                  -------------
        The Available Funds on this Distribution Date (Collection Acct. and
        Reserve Fund Excess)                                                     $       -
                                                                                  -------------
</TABLE>

                                      D-3
<PAGE>

        Pursuant to this Certificate, if applicable, the Administrator further
hereby directs the Trustee to withdraw from the Reserve Fund for deposit to the
Collection Fund (i) an amount equal to $__________, representing the amount of
insufficient Available Funds in the Collection Account to make the transfers
required by Section(s) 5.03__, and (ii) an amount equal to $__________,
representing the amount on deposit in the Reserve Fund in excess of the
Specified Reserve Fund Balance.

        The Administrator hereby certifies that the information herein is true
and accurate in all material respects and that the Trustee may conclusively rely
on this Certificate with no further duty to examine or determine the information
contained herein.

        IN WITNESS WHEREOF, the Administrator has caused this Certificate to be
duly executed and delivered as of the date written below.

                                           Nelnet, Inc., as Administrator



                                           By
                                              ----------------------------------
                                               Authorized Signatory
Date
     -------------------------------

                                      D-4