<PAGE>
                                                                     Exhibit 4.2

                               INDENTURE OF TRUST

                                 by and between

                        NELNET STUDENT LOAN CORPORATION-2

                                       and

                            ZIONS FIRST NATIONAL BANK
                                   as Trustee

                            Dated as of June 1, 2000

<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture of
Trust dated as of June 1, 2000.

<TABLE>
<CAPTION>
        TRUST INDENTURE ACT SECTION                INDENTURE SECTION
<S>                                                <C>
Section 310(a)(l)                                        7.23
(a)(2)                                                   7.23
(b)                                                    7.23,7.09
section 312(c)                                           9.16
Section 314(a)                                           4.16
(a)(4)                                                   4.17
Section 315(b)                                           8.04
Section 317(a)(1)                                        4.18
(a)(2)                                                   7.24
Section 318(a)                                           9.09
(c)                                                      9.09
</TABLE>

----------
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 1939 Act, which provides that the provisions of Sections 310 to and
including 317 of the 1939 Act are a part of and govern every qualified
indenture, whether or not physically contained therein.

                                       i

<PAGE>

                                TABLE OF CONTENTS

(This Table of Contents is for convenience of reference only and is not intended
to define, limit or describe the purpose or intent of any provisions of this
Indenture of Trust.)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
                                                         Article I

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

                                                         Article II

                       NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND USE OF PROCEEDS OF NOTES

Section 2.01.  Note Details..........................................................................................   13
Section 2.02.  Execution of Notes....................................................................................   14
Section 2.03.  Registration, Transfer and Exchange of Notes; Persons Treated as Registered Owners....................   14
Section 2.04.  Lost, Stolen, Destroyed and Mutilated Notes...........................................................   15
Section 2.05.  Trustee's Authentication Certificate..................................................................   15
Section 2.06.  Cancellation and Destruction of Notes by the Trustee..................................................   15
Section 2.07.  Temporary Notes.......................................................................................   15
Section 2.08.  Issuance of Notes.....................................................................................   16

                                                        Article III

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

Section 3.01.  Parity and Priority of Lien...........................................................................   17
Section 3.02.  Other Obligations.....................................................................................   17
Section 3.03.  Derivative Products; Reciprocal Payments; Issuer Derivative Payments..................................   18

                                                        Article IV

                                 PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER

Section 4.01.  Payment of Principal, Interest and Premium............................................................   19
Section 4.02.  Representations and Warranties of the Issuer..........................................................   19
Section 4.03.  Covenants as to Additional Conveyances................................................................   19
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                      <C>
Section 4.04.  Further Covenants of the Issuer.......................................................................    20
Section 4.05.  Enforcement of Servicing Agreements...................................................................    21
Section 4.06.  Procedures for Transfer of Funds......................................................................    22
Section 4.07.  Additional Covenants with Respect to the Act..........................................................    22
Section 4.08.  Financed Eligible Loans; Collections Thereof; Assignment Thereof......................................    23
Section 4.09.  Appointment of Agents, Etc............................................................................    23
Section 4.10.  Capacity to Sue.......................................................................................    23
Section 4.11.  Continued Existence; Successor to Issuer..............................................................    23
Section 4.12.  Amendment of student Loan Purchase Agreements.........................................................    23
Section 4.13.  Representations; Negative Covenants...................................................................    24
Section 4.14.  Additional Covenants..................................................................................    29
Section 4.15.  Providing of Notice...................................................................................    30
Section 4.16.  Reports by Issuer.....................................................................................    30
Section 4.17.  Statement as to Compliance............................................................................    30
Section 4.18.  Collection of Indebtedness and Suits for Enforcement by Trustee.......................................    31

                                                         Article V

                                                           FUNDS

Section 5.01.  Creation and Continuation of Funds and Accounts.......................................................    31
Section 5.02.  Acquisition Fund......................................................................................    32
Section 5.03.  Revenue Fund..........................................................................................    34
Section 5.04.  Reserve Fund..........................................................................................    35
Section 5.05.  Operating Fund........................................................................................    35
Section 5.06.  Transfers to Issuer...................................................................................    36
Section 5.07.  Investment of Funds Held by Trustee...................................................................    36
Section 5.08.  Release...............................................................................................    37
Section 5.09.  Purchase of Notes.....................................................................................    37

                                                        Article VI

                                                   DEFAULTS AND REMEDIES

Section 6.01.  Events of Default Defined.............................................................................    38
Section 6.02.  Remedy on Default; Possession of Trust Estate.........................................................    38
Section 6.03.  Remedies on Default; Advice of Counsel................................................................    40
Section 6.04.  Remedies on Default; Sale of Trust Estate.............................................................    40
Section 6.05.  Appointment of Receiver...............................................................................    40
Section 6.06.  Restoration of Position...............................................................................    41
Section 6.07.  Purchase of Properties by Trustee or Registered Owners................................................    41
Section 6.08.  Application of Sale Proceeds..........................................................................    41
Section 6.09.  Accelerated Maturity..................................................................................    41
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                                      <C>
Section 6.10.  Remedies not Exclusive................................................................................    41
Section 6.11.  Direction of Trustee..................................................................................    42
Section 6.12.  Right to Enforce in Trustee...........................................................................    42
Section 6.13.  Physical Possession of Obligations not Required.......................................................    43
Section 6.14.  Waivers of Events of Default..........................................................................    43

                                                        Article VII

                                                        THE TRUSTEE

Section 7.01.  Acceptance of Trust...................................................................................    43
Section 7.02.  Recitals of Others....................................................................................    44
Section 7.03.  As to Filing of Indenture.............................................................................    44
Section 7.04.  Trustee May Act Through Agents........................................................................    44
Section 7.05.  Indemnification of Trustee............................................................................    45
Section 7.06.  Trustee's Right to Reliance...........................................................................    46
Section 7.07.  Compensation of Trustee...............................................................................    46
Section 7.08.  Trustee May Own Notes.................................................................................    47
Section 7.09.  Resignation of Trustee................................................................................    47
Section 7.10.  Removal of Trustee....................................................................................    47
Section 7.11.  Successor Trustee.....................................................................................    48
Section 7.12.  Manner of Vesting Title in Trustee....................................................................    48
Section 7.13.  Additional Covenants by the Trustee to Conform to the Act.............................................    49
Section 7.14.  Right of Inspection...................................................................................    49
Section 7.15.  Limitation with Respect to Examination of Reports.....................................................    49
Section 7.16.  Servicing Agreement...................................................................................    49
Section 7.17.  Additional Covenants of Trustee.......................................................................    49
Section 7.18.  Duty of Trustee with Respect to Rating Agencies.......................................................    49
Section 7.19.  Merger of the Trustee.................................................................................    50
Section 7.20.  Receipt of Funds from Servicer........................................................................    50
Section 7.21.  Special Circumstances Leading to Resignation of Trustee...............................................    50
Section 7.22.  Survival of Trustee's Rights to Receive Compensation, Reimbursement and Indemnification...............    51
Section 7.23.  Corporate Trustee Required; Eligibility; Conflicting Interests........................................    51
Section 7.24.  Trustee May File Proofs of Claim......................................................................    51

                                                        Article VIII

                                                  SUPPLEMENTAL INDENTURES

Section 8.01.  Supplemental Indentures Not Requiring Consent of Registered Owners....................................    52
Section 8.02.  Supplemental Indentures Requiring Consent of Registered Owners........................................    53
Section 8.03.  Additional Limitation on Modification of Indenture....................................................    54
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                                      <C>
section 8.04.  Notice of Defaults....................................................................................    54
section 8.05.  Conformity with the Trust Indenture Act...............................................................    54

                                                        Article IX

                                                    GENERAL PROVISIONS

Section 9.01.  Notices...............................................................................................    55
Section 9.02.  Covenants Bind Issuer.................................................................................    56
Section 9.03.  Lien Created..........................................................................................    56
Section 9.04.  Severability of Lien..................................................................................    56
Section 9.05.  Consent of Registered Owners Binds Successors.........................................................    56
Section 9.06.  Nonliability of Directors; No General Obligation......................................................    56
Section 9.07.  Nonpresentment of Notes or Interest Checks............................................................    57
Section 9.08.  Security Agreement....................................................................................    57
Section 9.09.  Laws Governing........................................................................................    57
Section 9.10.  Severability..........................................................................................    57
Section 9.11.  Exhibits..............................................................................................    57
Section 9.12.  Non-Business Days.....................................................................................    57
Section 9.13.  Parties Interested Herein.............................................................................    57
Section 9.14.  Obligations Are Limited Obligations...................................................................    58
section 9.15.  Reciprocal Payor Rights...............................................................................    58
Section 9.16.  Disclosure of Names and Addresses of Registered Owners................................................    58
Section 9.17.  Aggregate Principal Amount of Obligations.............................................................    58
Section 9.18.  Financed Eligible Loans...............................................................................    58

                                                         Article X

                              PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE

Section 10.01. Trust Irrevocable.....................................................................................    58
Section 10.02. Satisfaction of Indenture.............................................................................    59
Section 10.03. Cancellation of Paid Notes............................................................................    59

                                                        Article XI

                                                        TERMINATION

Section 11.01. Termination of the Trust..............................................................................    60
Section 11.02. Notice................................................................................................    62

                                                       Article XII

REPORTING REQUIREMENTS...............................................................................................    62

EXHIBIT A      ELIGIBLE LOAN ACQUISITION CERTIFICATE
</TABLE>

                                       V



<PAGE>

                               INDENTURE OF TRUST

         THIS INDENTURE OF TRUST, dated as of June 1, 2000 (this "Indenture"),
is by and between NELNET STUDENT LOAN CORPORATION-2 (the "Issuer"), a
corporation duly organized and existing under the laws of the State of Nevada
(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 (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 corporation
under the laws of the State and that by proper action of its governing body it
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 Reciprocal Payor (as defined herein), all to be
issued pursuant to the terms of Supplemental Indentures; 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 any Notes (the Registered Owners evidencing their consent by their
acceptance of the Notes) and any Reciprocal Payor (the Reciprocal Payor
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, 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 Reciprocal Payor 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,
does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER to the Trustee,
for the benefit of the Registered Owners of the Notes, any Reciprocal Payor (to
secure the payment of any and all amounts which may from time to time become due
and owing to a Reciprocal Payor 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:

                                       1

<PAGE>

                                GRANTING CLAUSE A

         The Revenues (other than Revenues deposited in the Operating Fund or
otherwise released from the lien of the Trust Estate as provided herein);

                                GRANTING CLAUSE B

         All moneys and investments held in the Funds created under Section
5.01(a) hereof (other than the moneys and investments held in the Operating
Fund);

                                GRANTING CLAUSE C

         The Financed Eligible Loans;

                                GRANTING CLAUSE D

         The rights of the Issuer in and to the Servicing Agreements, the
Student Loan Purchase Agreements, 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 any Derivative Product and any
Reciprocal Payor Guarantee; provided, however, that this Granting Clause E shall
not be for the benefit of a Reciprocal Payor 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 Reciprocal Payor) 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
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

                                       2

<PAGE>

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
Reciprocal Payor), 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

         The following terms have the following meanings 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)(i) 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.

         "ADMINISTRATIVE SERVICES AGREEMENT" shall mean any administrative
services agreement entered into between the Issuer and an entity who will
provide administrative services for the Issuer, as supplemented and amended.

         "AGENT MEMBER" shall mean a member of, or participant in, the
Securities Depository.

         "AGGREGATE MARKET VALUE" shall mean on any calculation date the sum of
the Values of all assets of the Trust Estate, less moneys in any Fund or Account
which the Issuer is then entitled to receive for deposit into the Operating Fund
but which has not yet been removed from the Trust Estate.

         "AUTHORIZED OFFICER" shall mean, when used with reference to the
Issuer, its Chairman, President, Vice President or Secretary, or any other
officer or board member authorized in writing by the Board to act on behalf of
the Issuer.

         "AUTHORIZED REPRESENTATIVE" shall mean, when used with reference to the
Issuer, (a) an Authorized Officer or (b) any officer or board member of any
affiliate organization or other entity authorized by the Board to act on the
Issuer's behalf.

         "BOARD" or "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Issuer.

                                       3

<PAGE>

         "BUSINESS DAY" shall mean the definition of Business Day found in the
Supplemental Indenture authorizing a series of Notes.

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

         "COMMISSION" shall mean the Securities and Exchange Commission.

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

         "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.

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

         "DATE OF ISSUANCE" shall mean the date of original issuance and
delivery of any Notes to an Underwriter or placement agent.

         "DERIVATIVE PAYMENT DATE" shall mean, with respect to a Derivative
Product, any date specified in the Derivative Product on which both or either of
the Issuer Derivative Payment and/or a Reciprocal Payment is due and payable
under the Derivative Product.

         "DERIVATIVE PRODUCT" shall mean a written contract or agreement between
the Issuer and a Reciprocal Payor, which provides that the Issuer's obligations
thereunder will be conditioned on the absence of (i) a failure by the Reciprocal
Payor to make any payment required thereunder when due and payable, or (ii) a
default thereunder with respect to the financial status of the Reciprocal Payor,
and:

                  (a) under which the Issuer is obligated to pay (whether on a
         net payment basis or otherwise) on one or more scheduled and specified
         Derivative Payment Dates, the Issuer Derivative Payments in exchange
         for the Reciprocal Payor's obligation to pay (whether on a net payment
         basis or otherwise), or to cause to be paid, to the Issuer, Reciprocal
         Payments on one or more scheduled and specified Derivative Payment
         Dates in the amounts set forth in the Derivative Product;

                  (b) for which the Issuer's obligation to make Issuer
         Derivative Payments may be secured by a pledge of and lien on the Trust
         Estate on an equal and ratable basis with any class of the Issuer's
         Outstanding Notes and which Issuer Derivative Payments may be equal in
         priority with any priority classification of the Issuer's Outstanding
         Notes; and

                  (c) under which Reciprocal Payments are to be made directly to
         the Trustee for deposit into the Revenue Fund.

                                        4

<PAGE>

         "DERIVATIVE VALUE" shall mean the value of the Derivative Product, if
any, to the Reciprocal Payor, 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.

         "DISSOLUTION" means, with respect to Article XI and the Issuer, the
occurrence of any of the events which would cause a dissolution of a limited
partnership organized under the laws of the State of Delaware, the sole general
partner of which is the Issuer.

         "ELIGIBLE LENDER" shall mean 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 LOAN" shall mean any loan made to finance post-secondary
education that is (a) made under the Act; (b) insured by the Secretary of Health
and Human Services pursuant to the Public Health Services Act; or (c) otherwise
permitted to be acquired by the Issuer pursuant to its Program (provided a
Rating Confirmation is received with respect thereto).

         "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.

         "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.

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

         "FISCAL YEAR" shall mean the fiscal year of the Issuer as established
from time to time.

         "FITCH" shall mean Fitch IBCA, inc., a corporation organized and
existing under the laws of the State of Delaware, its successors and assigns.

                                       5

<PAGE>

         "FUNDS" shall mean each of the Funds created pursuant to Section
5.01(a) and (b) 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" 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, (a) at any time when Senior
Obligations are Outstanding, the Senior Obligations, (b) at any time when no
Senior obligations are Outstanding, the Subordinate Obligations, and (c) at any
time when no Senior Obligations or Subordinate Obligations are Outstanding, the
Junior-Subordinate Obligations (and any priorities as between Junior-Subordinate
Obligations as shall be established by Supplemental Indentures).

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

         "INSURANCE" or "INSURED" or "INSURING" means, 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 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.

         "INTEREST PAYMENT DATE" shall mean the Interest Payment Dates specified
for Notes in the Supplemental Indenture authorizing the issuance of such Notes.

         "INVESTMENT AGREEMENT" shall mean, collectively, (a) the Investment
Agreement dated as of June 1, 2000, among the Trustee, the Issuer and Lehman
Brothers, Inc., (b) the Investment Agreement dated as of June 1, 2000, among the
Trustee, the Issuer and Assured Management Corporation and (c) 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;

                                       6

<PAGE>

                  (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-l" 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, "P-l" 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;

                  (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, "Aa2" 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-l+" by Fitch;

                  (g) overnight repurchase agreements and overnight reverse
         repurchase agreements at least 101% collateralized by securities

                                       7
<PAGE>

         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, "A2" 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, "Aa3" 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, "Aa1" 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
         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, "Aa1" 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 Interest Rate and Currency
Exchange Agreement, copyright 1992, as amended from time to time, and as in
effect with respect to any Derivative Product.

                                       8

<PAGE>

         "ISSUER" shall mean NELNET Student Loan Corporation-2, a corporation
organized and existing under the laws of the State, and any successor thereto.

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

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

         "JUNIOR-SUBORDINATE NOTES" shall mean Notes, the principal of and
interest on which is payable on a subordinated basis to the payment of the
principal of and interest on the Senior Notes and the Subordinate Notes;
provided, however, that any series of the Junior-Subordinate Notes need not
necessarily be payable on a parity with all other series of the
Junior-Subordinate Notes.

         "JUNIOR-SUBORDINATE OBLIGATIONS" shall mean Junior-Subordinate Notes
and any Derivative Product, the priority of payment of which is equal with that
of any series or subseries of Junior-Subordinate Notes.

         "MASTER PROMISSORY NOTE" shall mean a note (a) that evidences one or
more loans made to finance post-secondary education financing and (b) that is in
the form mandated by Section 432(m)(l)(D) of the Act, as added by Pub. L.
105-244,ss. 427, 112 Stat. 1702 (1998), as codified in 20 U.S.C.ss.
1082(m)(l)(D) (1999 Supp. V).

         "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 Stated Maturity, by earlier redemption, by declaration
of acceleration, or otherwise.

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

         "NOTE PAYMENT DATE" shall mean, for any Note, any Interest Payment
Date, its Stated Maturity or the date of any other regularly scheduled principal
payment with respect thereto.

         "NOTES" shall mean any notes or other debt obligations issued pursuant
to Section 2.08 of this Indenture.

         "OBLIGATIONS" shall mean Senior Obligations, Subordinate Obligations
and Junior-Subordinate Obligations.

         "OPERATING FUND" shall mean the fund by that name continued by Section
5.01 and further described in Section 5.05 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, unless provision has been made
for such payment pursuant to Section 10.02 hereof, excluding Notes which have
been replaced pursuant to Section 2.03 hereof.

                                       9

<PAGE>

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

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

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

         "PROGRAM EXPENSES" shall mean (a) the fees and expenses of the Trustee;
(b) the fees and expenses of any auction agent, any market agent, any
calculation agent and any broker-dealer then acting under a Supplemental
Indenture with respect to auction rate Notes; (c) the fees and expenses of any
remarketing agent then acting under a Supplemental Indenture with respect to
variable rate Notes; (d) the fees and expenses due to any credit provider of any
Notes for which a credit facility or liquidity facility is in place; (e) the
fees of any Servicer and/or Custodian under any servicing agreement or custodian
agreement; (f) the fees and expenses of the Issuer incurred in connection with
the preparation of legal opinions and other authorized reports or statements
attributable to the Notes and the Financed Eligible Loans; (g) transfer fees,
purchase premiums and loan origination fees on Financed Eligible Loans; (h) fees
and expenses associated with the delivery of a substitute credit facility or
liquidity facility under a Supplemental Indenture; (i) fees and expenses
associated with (but not payments under) Derivative Products; (j) the costs of
remarketing any variable rate Notes and (k) expenses incurred for the Issuer's
maintenance and operation of its Program as a direct consequence of this
Indenture, the Notes or the Financed Eligible Loans; including, but not limited
to, taxes, the reasonable fees and expenses of attorneys, agents, financial
advisors, consultants, accountants and other professionals, attributable to such
maintenance and operation, marketing expenses for the Program and a prorated
portion of the rent, personnel compensation, office supplies and equipment,
travel expenses and other lawful payments made to members of the Board.

         "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, collectively, 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" means a letter from each Rating Agency then
providing a Rating for any of the Notes, confirming that the action proposed to
be taken by the Issuer 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 or withdraw the Ratings then applicable to the Notes.

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

                                       10

<PAGE>

         "RECIPROCAL PAYOR" shall mean a third party which, at the time of
entering into a Derivative Product, has at least an "AA/A-1" rating, or its
equivalent, from a Rating Agency, and which is obligated to make Reciprocal
Payments under a Derivative Product.

         "RECORD DATE" shall mean the Record Date established for any Notes
pursuant to the Supplemental Indenture authorizing the issuance of such Notes.

         "RECOVERIES OF PRINCIPAL" shall mean all amounts received by the
Trustee from or on account of any Financed Eligible Loan as a recovery of the
principal amount thereof, including scheduled, delinquent and advance payments,
payouts or prepayments, proceeds from insurance or from the sale, assignment,
transfer, reallocation or other disposition of a Financed Eligible Loan and any
payments representing such principal from the guarantee or insurance of any
Financed Eligible Loan.

         "REGISTERED OWNER" shall mean the Person in whose name a Note is
registered on the Note registration books maintained by the Trustee, and shall
also mean with respect to a Derivative Product, any Reciprocal Payor, 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(a)(iii) hereof and further described in Section 5.04 hereof, including any
Accounts and Subaccounts created therein.

         "RESERVE FUND REQUIREMENT" shall mean an amount, if any, required to be
on deposit in the Reserve Fund with respect to any Notes issued pursuant to the
Supplemental Indenture authorizing the issuance of such Notes.

         "RESOLUTION" shall mean a resolution duly adopted by the Board.

         "REVENUE" or "REVENUES" shall mean all Recoveries of Principal,
payments, proceeds, charges and other income received by the Trustee or the
Issuer from or on account of any Financed Eligible Loan (including scheduled,
delinquent and advance payments of and any insurance proceeds with respect to,
interest, including Interest Benefit Payments, on any Financed Eligible Loan and
any Special Allowance Payment received by the Issuer with respect to any
Financed Eligible Loan) and all interest earned or gain realized from the
investment of amounts in any Fund or Account and all payments received by the
Issuer pursuant to a Derivative Product.

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

         "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.

                                       11

<PAGE>

         "SECURITIES ACT" means 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.

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

         "SELLER" shall mean an Eligible Lender from which the Issuer is
purchasing or has purchased or agreed to purchase Eligible Loans pursuant to a
Student Loan Purchase Agreement between the Issuer and such Eligible Lender.

         "SENIOR NOTES" shall mean all Notes secured on a senior priority to the
Subordinate Obligations and the Junior-Subordinate Obligations.

         "SENIOR OBLIGATIONS" shall mean Senior Notes and any Derivative
Product, the priority of payment of which is equal with that of Senior Notes.

         "SERVICER" shall mean, collectively, NELnet, Inc., Union Bank and Trust
Company, UNIPAC Service Corporation, InTuition, Inc., USA Group Loan Services,
Inc., AFSA Data Corporation, Pennsylvania Higher Education Assistance Agency and
any other additional Servicer, Subservicer 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.

         "SERVICING AGREEMENT" shall mean the servicing agreements with any
Servicer relating to Financed Eligible Loans, as amended from time to time.

         "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.

         "SPECIAL RECORD DATE" shall have the meaning set forth in a
Supplemental Indenture.

         "STATE" shall mean the State of Nevada.

         "STATED MATURITY" shall mean the date specified in the Notes as the
fixed date on which principal of such Notes is due and payable.

         "STUDENT LOAN PURCHASE AGREEMENT" shall mean a loan purchase agreement
entered into for the purchase of Eligible Loans into the Trust Estate.

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

                                       12

<PAGE>

         "SUBORDINATE NOTES" shall mean any Notes secured on a priority
subordinate to the Senior Obligations and on a priority senior to the
Junior-Subordinate Obligations.

         "SUBORDINATE OBLIGATIONS" shall mean Subordinate Notes and any
Derivative Product, the priority of payment of which is equal with that of
Subordinate Notes.

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

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

         "TRUST INDENTURE ACT" or "TIA" means 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.

         "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.

         "UNDERWRITER" shall mean the underwriter or underwriters of the Notes.

         "VALUE" on any calculation date when required under this Indenture
shall mean the value of the Trust Estate calculated by the Issuer as to (a)
below and by the Trustee as to (b) through (e), inclusive, below, as follows:

                  (a) with respect to any Eligible Loan, the unpaid principal
         amount thereof plus any accrued but unpaid interest, Interest Benefit
         Payments and Special Allowance Payments;

                  (b) with respect to any funds of the Issuer held under this
         Indenture and on deposit in any commercial bank or as to any banker's
         acceptance or repurchase agreement or investment contract, the amount
         thereof plus accrued but unpaid interest;

                  (c) with respect to any Investment Securities, the par value
         thereof, plus accrued but unpaid interest.

         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, FORM OF NOTES, REDEMPTION OF NOTES
                          AND USE OF PROCEEDS OF NOTES

SECTION 2.01. NOTE DETAILS. The details of each series of Notes authorized
pursuant to this Indenture and a Supplemental Indenture, shall be contained in
the applicable Supplemental Indenture. Such details shall include, but are not
limited to, the principal amount, authorized denomination, dated date, interest
rate, principal maturity date, redemption provisions and registration
provisions.

                                       13

<PAGE>

SECTION 2.02. EXECUTION OF NOTES. The Notes shall be executed in the name and on
behalf of the Issuer by the manual or facsimile signature of the Chairman of the
Board, President, any Vice President or the acting Chairman of the Board and
attested by the manual or facsimile signature of the Secretary of the Issuer,
any Vice President or any other member of the Board (to the extent not executed
by such person). 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, notwithstanding that at the date of authentication, issuance
or delivery, such person may have ceased to hold such office.

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.

         The Trustee shall not be required to transfer or exchange any Note
during the period of 15 business days next preceding the mailing of notice of
redemption as herein provided. After the giving of such notice of redemption,
the Trustee shall not be required to transfer or exchange any Note, which Note
or portion thereof has been called for redemption.

         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.

                                       14

<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.

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 new Note of the same series,
subseries, if any, 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 or have been called for redemption, 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 provided in the
Supplemental Indenture authorizing the issuance of such 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 and under a Supplemental Indenture. 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

                                       15

<PAGE>

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

SECTION 2.08. ISSUANCE OF NOTES.

         (a) The Issuer shall have the authority, upon complying with the
provisions of this Section, to issue and deliver from time to time Notes secured
by the Trust Estate on a parity with the Senior Notes, the Subordinate Notes or
the Junior-Subordinate Notes, if any, secured hereunder as shall be determined
by the Issuer. In addition, the Issuer may enter into any Derivative Products it
deems necessary or desirable with respect to any or all of the Notes.

         (b) No Notes shall be authenticated and delivered pursuant to this
Indenture until the following conditions have been satisfied:

                  (i) The Issuer and the Trustee have entered into a
Supplemental Indenture (which Supplemental Indenture shall not require the
approval of the Registered Owners of any of the Outstanding Notes or Derivative
Products) providing the terms and forms of the proposed Notes as described in
Section 2.01 hereof, including the designation of such Notes as Senior Notes,
Subordinate Notes or Junior-Subordinate Notes, the redemption and selection
provisions applicable to such Notes, and the Reserve Fund Requirement with
respect to such Notes, if any.

                  (ii) The Trustee shall have received a Rating Confirmation
from each Rating Agency which has assigned a Rating or Ratings to any
Outstanding Notes that such Rating or Ratings will not be reduced or withdrawn
as a result of the issuance of the proposed Notes.

                  (iii) The Trustee shall have received an opinion of Note
Counsel to the effect that all of the foregoing conditions to the issuance of
the proposed Notes have been satisfied.

                  (iv) Upon the issuance of the proposed Notes, an amount equal
to the Reserve Fund Requirement with respect to such Notes, if any, shall be
deposited in the Reserve Fund.

         (c) The Trustee is authorized to set up any additional Funds or
Accounts or Subaccounts under this Indenture which it deems necessary or
convenient in connection with the issuance and delivery of any Notes.

                                       16

<PAGE>

                                   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, regardless of the time or times of
their issuance or maturity, 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.

         (a) The Issuer reserves the right to issue other notes or obligations
which do not constitute or create a lien on the Trust Estate.

         (b) The Issuer shall not commingle the Funds established by this
Indenture with funds, proceeds, or investment of funds relating to other issues
or series of notes heretofore or hereafter issued, except to the extent such
commingling is required by the Trustee for ease in administration of its duties
and responsibilities; provided, however, that should the Trustee require such
permitted commingling, it shall keep complete records in order that the funds,
proceeds, or investments under this Indenture may at all times be identified by
source and application, and if necessary, separated.

         (c) The revenues and other moneys, Financed Eligible Loans, securities,
evidences of indebtedness, interests, rights and properties pledged under this
Indenture are and will be owned by the Issuer free and clear of any pledge,
lien, charge or encumbrance thereon or with respect thereto prior to, of equal
rank with or subordinate to the respective pledges created by this Indenture,
except as otherwise expressly provided herein, and all action on the part of the
Issuer to that end has been duly and validly taken. If any Financed Eligible
Loan is found to have been subject to a lien at the time such Financed Eligible
Loan was acquired, the Issuer shall cause such lien to be released, shall
purchase such Financed Eligible Loan from the Trust Estate for a purchase price
equal to its principal amount plus any unamortized premium, if any, and interest
accrued thereon or shall replace such Financed Eligible Loan with another
Eligible Loan with substantially identical characteristics which replacement
Eligible Loan shall be free and clear of liens at the time of such replacement.
Except as otherwise provided herein, the Issuer shall not create or voluntarily
permit to be created any debt, lien, or charge on the Financed Eligible Loans
which would be on a parity with, subordinate to, or prior to the lien of this
Indenture; shall not do or omit to do or suffer to be done or omitted to be done
any matter or things whatsoever whereby the lien of this Indenture or the
priority of such lien for the Obligations hereby secured might or could be lost
or impaired; and will pay or cause to be paid or will make adequate provisions
for the satisfaction and discharge of all lawful claims and demands which if
unpaid might by law be given precedence to or any equality with this Indenture
as a lien or charge upon the Financed Eligible Loans; provided, however, that
nothing in this subsection (c) 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

                                       17

<PAGE>

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 Senior Obligations, the Subordinate Obligations and the
Junior-Subordinate 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; RECIPROCAL 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
Reciprocal Payor under which (a) the Issuer may be required to make, from time
to time, Issuer Derivative Payments and (b) the Trustee may receive, from time
to time, Reciprocal Payments for the account of the Issuer. No Derivative
Product shall be entered into unless (i) 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 and (ii) all Issuer
Derivative Payments and Reciprocal Payments are made on the third Business Day
immediately preceding a Note Payment Date. Anything in this Indenture to the
contrary notwithstanding, any Revenues representing Reciprocal Payments shall
not be available to make an Issuer Derivative Payment or to pay any other
amounts owed to a Reciprocal Payor under a Derivative Product.

       No later than the fourth Business Day immediately preceding each Note
Payment Date on which a Reciprocal Payment or Issuer Derivative Payment is due
pursuant to the applicable Derivative Product through and including the
termination date of a Derivative Product, the Issuer shall give written notice
to the Trustee stating either (a) the amount of any Reciprocal Payment due to be
received by the Trustee for the account of the Issuer on the third Business Day
immediately preceding such Note Payment Date or (b) the amount of any Issuer
Derivative Payment to be paid to the Reciprocal Payor on the third Business Day
immediately preceding such Note Payment Date. If the Trustee fails to receive
such written notification from the Issuer by the end of such fourth Business
Day, it shall immediately notify the Issuer of such fact in writing.

       On the third Business Day immediately preceding each Note Payment Date
on which a Reciprocal Payment is due pursuant to the applicable Derivative
Product in accordance with the written notification received from the Issuer,
the Trustee shall deposit all moneys received representing such Reciprocal
Payment in the Revenue Fund to be applied in accordance with the provisions of
Section 5.03 hereof. The Trustee shall notify the Issuer on such Business Day,
if (a) the amount received from the Reciprocal Payor is not equal to the amount
specified in the written notification of the Issuer, (b) no amount is received
from the Reciprocal Payor or (c) the amount received is not received in
immediately available funds.

       On the third Business Day immediately preceding any Note Payment Date
with respect to which an Issuer Derivative Payment is due in accordance with the
written notification received from the Issuer or, with respect to a payment in
respect of an early termination date due pursuant to the terms of a Derivative
Product from the Issuer, the Trustee shall make payment to the Reciprocal Payor
from moneys in the Revenue Fund of the amount of the Issuer Derivative Payment
specified in such written notification of the Issuer, due on such date by the
deposit or wire transfer of immediately available funds to the credit of the
account of the Reciprocal Payor specified in such written notification of the

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Issuer, but only to the extent such payment will not result in a deficiency in
the amount due on the next succeeding Note Payment Date to the Registered Owners
of any class of Obligations having a priority equal to or higher than such
Reciprocal Payor under such Derivative Product.

         If any payment to such a Reciprocal Payor described in the paragraph
above would result in a deficiency in the amounts required to make payments to
the Registered Owners of the Obligations referred to in the paragraph above on
such Note Payment Date, then the Trustee shall delay the making of such payment
to the Reciprocal Payor until the first date on which no deficiency would result
from such payment.

                                   ARTICLE IV

                       PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

SECTION 4.01. PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM. 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 and any premium required for the retirement of said
Obligations by purchase or redemption according to the true intent and meaning
thereof. The Obligations shall be and are hereby declared to be payable from and
equally secured 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 Reciprocal
Payor 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. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer
represents and warrants that it is duly authorized under the laws of the State
to create and issue the Notes and to execute and deliver this Indenture and any
Derivative Product and to make the pledge to the payment of Notes and any Issuer
Derivative Payments hereunder, that all necessary action on the part of the
Issuer and the Board for the creation and issuance of the Notes and the
execution and delivery of this Indenture and any Derivative Product has been
duly and effectively taken; and that the Notes in the hands of the Registered
Owners thereof and the Issuer Derivative Payments are and will be valid and
enforceable special limited obligations of the Issuer secured by and payable
solely from the Trust Estate.

SECTION 4.03. 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 4.04. 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, and will
punctually perform all duties required by the Articles of Incorporation and
Bylaws of the Issuer 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 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.

                                       20

<PAGE>

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

SECTION 4.05. 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 and of
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 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;

         (g) the Issuer shall cause the Servicer to deliver to the Trustee and
the Issuer, on or before June 30 of each year, beginning with June 30, 2001, 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 statue
thereof. The Issuer shall send copies of such annual certificate of the Servicer
to each Rating Agency; and

         (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

                                       21

<PAGE>

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 4.06. 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 4.07. 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 wilt 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 Guarantee 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 its designated agent, shall be responsible for each of
the following actions with respect to the Act:

         (a) the Issuer, or its designated agent, shall be responsible for
dealing with the Secretary with respect to the rights, benefits and obligations
under the Certificates of Insurance and the Contract of Insurance, and the
Issuer shall be responsible for dealing with the Guarantee Agencies with respect
to the rights, benefits and obligations under the Guarantee Agreements with
respect to the Financed Eligible Loans;

         (b) the Issuer, or its designated agent, 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 its designated agent, 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 account of, the Financed Eligible Loans;

         (d) the Issuer, or its designated agent, 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; and

         (e) the Issuer, or its designated agent, shall cause the benefits of
the Guarantee Agreements, the Interest Subsidy Payments and the Special
Allowance

                                       22

<PAGE>

Payments to flow to the Trustee. The Trustee shall have no liability for actions
taken at the direction of the Issuer, 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.

The Trustee shall not be deemed to be the designated agent for the purposes of
this Section 4.07 unless it has agreed in writing to be such agent.

SECTION 4.08. 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.

SECTION 4.09. APPOINTMENT OF AGENTS, ETC. The Issuer shall employ and appoint
all employees, agents, consultants and attorneys which it may consider
necessary. No member of the Board, neither singly or collectively, shall be
personally liable for any act or omission not willfully fraudulent or mala fide.

SECTION 4.10. 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 4.11. 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 Nevada corporation,
except as otherwise permitted by this Section 4.11. 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 corporation or entity; or (c) permit
one or more other corporations or 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 corporation or 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 4.12. 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 materially prejudicial to the Registered Owners.

                                       23

<PAGE>

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 4.13. REPRESENTATIONS; NEGATIVE COVENANTS.

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

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

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

             (iii) AUTHORIZATION. The Issuer has the power, authority and legal
right to execute, deliver and perform this Indenture and to grant the Trust
Estate to the Trustee and the 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 corporate action.

             (iv) BINDING OBLIGATION. This Indenture, assuming due
authorization, execution and delivery by the Trustee, constitutes a legal, valid
and binding obligation of the Issuer enforceable against the Issuer in
accordance with its 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.

                                       24

<PAGE>

             (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 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 121 South 13 Street, Suite 301, Lincoln, NE 68508.

             (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 Senior 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. The Issuer has taken all steps necessary to
ensure that it is eligible to file a consolidated federal income tax return with
NELnet, Inc. and such return will be filed for all taxable years in which the
Notes are Outstanding. 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 Corporation-2" and has not changed since its inception. The Issuer has no
tradenames, 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 corporate
formalities 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.

                                       25

<PAGE>

             (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 or the Issuer's
parent or any affiliate.

             (xvi) NO INTERCORPORATE 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
intercorporate transactions with the Seller and affiliates, except as provided
herein with respect to Program Expenses and the Administrative Services
Agreement or the payment of dividends 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.

             (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.

                                       26

<PAGE>

         (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 parent
or any other affiliate and its separate corporate 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;

             (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

                                       27

<PAGE>

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) SCHEDULE OF FINANCED ELIGIBLE LOANS. The information set forth
in each Schedule of Financed Eligible Loans is true and correct in all material
respects as of the opening of business on the Date of Issuance.

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

             (iv) 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.

             (v) 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.

             (vi) 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.

                                       28

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SECTION 4.14. 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 board of trustees
or in the bylaws of the Issuer.

         (h) All actions of the Issuer shall be taken by a duly authorized
officer or agent of the Issuer.

         (i) The Issuer shall not amend, alter, change or repeal any provision
contained in this Section 4.14 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.

         (j) The Issuer shall not amend its Articles of Incorporation 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 Issuer's parent or any affiliate thereof, and funds or
other assets of the Issuer will not be commingled with those of the Seller, the
Issuer's parent or any other affiliate thereof. The Issuer shall not maintain
joint bank accounts or other depository accounts to which the Seller, the
Issuer's parent 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
Issuer's parent or any other affiliate.

                                       29

<PAGE>

         (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 4.15. 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 4.16. REPORTS BY ISSUER. The Issuer will:

         (a) 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 Securities Exchange Act;

         (b) 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

         (c) 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 4.16 as may be required by rules and regulations prescribed from
time to time by the Commission.

SECTION 4.17. 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 Officer including (i) a current list of the officers and
directors of the Issuer and a list of Authorized Representatives, and (ii) a
statement of the Issuer's 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
4.17, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

                                       30

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SECTION 4.18. 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 30 days; or

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

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,
expenses, disbursements and advances of the Trustee and its agents and counsel.

         If the Issuer fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as Trustee of an express trust, may 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.

                                    ARTICLE V

                                      FUNDS

SECTION 5.01. CREATION AND CONTINUATION OF FUNDS AND ACCOUNTS.

         (a) There are hereby created and established the following Funds to be
held and maintained by the Trustee for the benefit of the Registered Owners:

                   (i) Acquisition Fund;

                   (ii) Revenue Fund; and

                   (iii) Reserve Fund.

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<PAGE>

         (b) The Operating Fund has previously been established by the Issuer,
is hereby continued, does not constitute a Fund within the meaning of this
Indenture, and is held by a depository bank of the Issuer for the benefit of the
Issuer; and the Registered Owners shall have no right, title or interest
therein.

         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 any Notes and moneys transferred thereto from the
Revenue Fund pursuant to Section 5.03(c)(viii) hereof. 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 pay costs of issuance of the Notes, to redeem Notes in
accordance with the provisions of any supplemental Indenture, and, upon receipt
by the Trustee of an Eligible Loan Acquisition Certificate, to acquire Eligible
Loans at a price which would permit the results of cash flow analyses provided
to each Rating Agency on any Date of Issuance to be sustained as certified to
the Trustee on the Acquisition Certificate; provided that such price may be
increased if Rating Confirmation is obtained, based on new cash flow analyses
containing such assumptions as the Issuer shall reasonably determine. 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. If the Issuer determines that all or any portion
of such moneys cannot be so used, then an Authorized Representative of the
Issuer may, by Issuer order, direct the Trustee to redeem Notes in accordance
with any Supplemental Indenture.

         Notwithstanding the foregoing, if on any Note Payment Date there are
not sufficient moneys on deposit in the Revenue Fund to make the transfers
required by Section 5.03(d)(i) through (vii) hereof, then, an amount equal to
any such deficiency may, upon Issuer Order, be transferred directly from the
Acquisition Fund.

         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 owner of the Loan and that
the Trustee has a security interest in the Financed Eligible Loan for the
benefit of the Registered Owners.

         Financed Eligible Loans shall be sold, transferred or otherwise
disposed of (other than for consolidation, serialization or transfer to a
Guaranty

                                       32
<PAGE>

Agency) by the Trustee free from the lien of this Indenture at any time pursuant
to an Issuer Order and if the Trustee is provided with the following:

         (a) an Issuer Order stating the sale price and directing that Financed
Eligible Loans be sold, transferred or otherwise disposed of and delivered to:

             (i) if the Eligible Loan is originated under the Act and the Act
requires any such Eligible Loan to be held only by an Eligible Lender, an
Eligible Lender under the Act whose name shall be specified; or

             (ii) the trustee under another indenture securing notes issued by
the Issuer; and

         (b) a certificate signed by an Authorized Representative of the Issuer
to the effect that:

             (i) the disposition price is equal to or in excess of the principal
amount thereof (plus accrued interest) or equal to or in excess of the purchase
price paid by the Issuer for such Financed Eligible Loan (less principal amounts
received with respect to such Financed Eligible Loan); or

             (ii) the disposition price is lower than the principal amount
thereof (plus accrued interest), and (A) the Issuer reasonably believes that the
Revenues expected to be received (after giving effect to such disposition) would
be at least equal to the Revenues expected to be received assuming no such sale,
transfer or other disposition occurred, or (B) the Issuer shall remain able to
pay debt service on the Notes and make payment on any other Obligations on a
timely basis (after giving effect to such sale, transfer or other disposition)
whereas it would not have been able to do so on a timely basis if it had not
sold, transferred or disposed of the Financed Eligible Loans at such discounted
amount, or (C) the Aggregate Market Value of the Trust Estate (after giving
effect to such sale, transfer or other disposition) will be at least equal to
100% of the aggregate principal amount of the Obligations plus accrued interest,
or (D) the amount for which the Financed Eligible Loans are being sold,
assigned, transferred or disposed of is equal to the purchase price paid by the
Issuer for such Financed Eligible Loans (less principal amounts received with
respect to such Financed Eligible Loans).

         Further, Financed Eligible Loans shall also be sold, transferred or
otherwise disposed of by the Trustee pursuant to an Issuer Order in which the
Issuer determines that such disposition of Financed Eligible Loans from the
Trust Estate is necessary in order to avoid the occurrence of an Event of
Default hereunder or to avoid any default in the payment obligations of the
Issuer under any reimbursement agreement, in such amount and at such times and
prices as may be specified in such Issuer Order. The Trustee, following receipt
of the foregoing and of a certificate of the Issuer indicating that such
purchaser or transferee is one of the entities described in clause (a) above, if
applicable, shall deliver such Financed Eligible Loans free from the lien of
this Indenture upon the receipt of the purchase price or consideration specified
in the Issuer Order, in compliance with the foregoing. The proceeds to be
received upon any disposition may consist of cash, Investment Securities and/or
Eligible Loans.

                                       33

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SECTION 5.03. REVENUE FUND.

         (a) The Trustee shall deposit into the Revenue Fund all Revenues
derived from Financed Eligible Loans acquired by the Issuer, and all other
Revenue derived from moneys or assets on deposit in the Acquisition Fund, the
Reserve Fund, all Reciprocal Payments and any other amounts deposited thereto
upon receipt of an Issuer Order.

         (b) Upon receipt of an Issuer Order directing the same, moneys in the
Revenue Fund shall be used, on any date, to make a transfer to the Operating
Fund, subject to Section 5.05 hereof, to pay Program Expenses.

         (c) All Recoveries of Principal constituting a portion of the Revenue
deposited in the Revenue Fund and so identified to the Trustee, shall be
transferred, as soon as practicable, to the Acquisition Fund.

         (d) In addition, on each Note Payment Date and Derivative Payment Date,
money in the Revenue Fund shall be used and transferred to other funds or
Persons in the following order of precedence (any money not so transferred or
paid to remain in the Revenue Fund until subsequently applied pursuant to this
section):

             (i) on a parity basis, to pay interest due on any Senior Notes on
such Note Payment Date and any Issuer Derivative Payment secured on a parity
with the Senior Notes due on such Derivative Payment Date;

             (ii) on a parity basis, to pay the principal of or premium, if any,
on any Senior Notes due on such Note Payment Date (if such Note Payment Date is
a Stated Maturity or mandatory sinking fund redemption date with respect to such
Senior Notes);

             (iii) on a parity basis, to pay interest due on any Subordinate
Notes on such Note Payment Date and any Issuer Derivative Payment secured on a
parity with the Subordinate Notes due on such Derivative Payment Date;

             (iv) on a parity basis, to pay the principal of or premium, if any,
on any Subordinate Notes due on such Note Payment Date (if such Note Payment
Date is a Stated Maturity or mandatory sinking fund redemption date with respect
to such Subordinate Notes);

             (v) on a parity basis, to pay interest on Junior-Subordinate Notes
on such Note Payment Date and to make any Issuer Derivative Payment secured on a
parity with such Junior-Subordinate Notes due on such Derivative Payment Date;

             (vi) on a parity basis, to pay the principal of or premium, if any,
on any Junior-Subordinate Notes due on such Note Payment Date (if such Note
Payment Date is a Stated Maturity or mandatory sinking fund redemption date with
respect to such Junior-Subordinate Notes);

             (vii) to the Reserve Fund the amount, if any, required by Section
5.04(b) hereof;

                                       34

<PAGE>

             (viii) at the option of the Issuer and upon Issuer Order, to the
Acquisition Fund; and

             (ix) at the option of the Issuer and upon Issuer Order, to the
Issuer to the extent permitted by Section 5.06 hereof.

SECTION 5.04. RESERVE FUND.

         (a) The Trustee shall deposit to the Reserve Fund the amount, if any,
specified in each Supplemental Indenture. On each Note Payment Date, to the
extent there are insufficient moneys in the Revenue Fund to make the transfers
required by Sections 5.03(d)(i) through (vi) hereof, then, the amount of such
deficiency shall be paid directly from the Reserve Fund if such deficiency has
not been paid from the Acquisition Fund.

         (b) If the Reserve Fund is used for the purposes described in Section
5.04(a) hereof, the Trustee shall restore the Reserve Fund to the Reserve Fund
Requirement with respect thereto by transfers from the Revenue Fund on the next
Note Payment Date pursuant to Section 5.03(d)(vii) hereof or from the
Acquisition Fund pursuant to Section 5.02 hereof. If the full amount required to
restore the Reserve Fund to the applicable Reserve Fund Requirement is not
available in the Revenue Fund on such next succeeding Note Payment Date, the
Trustee shall continue to transfer funds from the Revenue Fund as they become
available and in accordance with Section 5.03(d)(vii) until the deficiency in
the Reserve Fund has been eliminated.

         (c) On any day that the amount in the Reserve Fund exceeds the Reserve
Fund Requirement with respect thereto for any reason, the Trustee, at the
direction of the Issuer, shall transfer the excess to the Acquisition Fund.
Moneys in the Reserve Fund shall not be used to pay principal on the Notes,
other than on a final legal maturity date or in connection with the defeasance
of this Indenture in accordance with Article X hereof.

SECTION 5.05. OPERATING FUND. The Trustee shall deposit to the Operating Fund or
transfer to the Issuer's depository bank if not the Trustee, the amount, if any,
specified in each Supplemental Indenture. The Operating Fund is a special fund
created with a depository bank of the Issuer and shall be used to pay Program
Expenses. The Operating Fund shall be held by such depository bank of the
Issuer, and no Registered Owner shall have any right, title or interest in the
Operating Fund. Amounts deposited in the Operating Fund shall be used to pay
Program Expenses.

         The amount deposited in the operating Fund by transfer from the Revenue
Fund and, if necessary, from the Acquisition Fund, and the schedule of deposits
shall be determined by the Issuer. The Issuer shall certify that the amount so
transferred in any one Fiscal Year shall not exceed the amount budgeted by the
Issuer as Program Expenses for such Fiscal Year with respect to the Notes and as
may be limited by a Supplemental Indenture, and shall not exceed the amount
designated therefor in the cash flows provided to each Rating Agency on each
Date of Issuance, unless the Issuer, after furnishing each Rating Agency with
revised cash flows, shall have received a Rating Confirmation. The Issuer shall
provide the Trustee with an Issuer Order from time to time as to the amount to
be transferred, and the Trustee may rely upon such Issuer certification as set
forth in this section.

                                       35

<PAGE>

         At any time in order to meet expenses which have been incorporated in
an amended budget, the Issuer may requisition from the Trustee the amount which
it is anticipated will be required to pay the Program Expenses not in excess of
the amount budgeted with respect to the Notes for the period to the next deposit
into the Operating Fund. The requisition, in the form of an Issuer Order, shall
include a statement that the amount requisitioned, when combined with the amount
requisitioned previously in the Fiscal Year, does not exceed the amount
currently budgeted for that year as program Expenses or as may be further
limited by a Supplemental Indenture, and shall not exceed the amount designated
therefor in the cash flows provided to each Rating Agency on each Date of
Issuance, unless the Issuer, after furnishing each Rating Agency with revised
cash flows, shall have received a Rating confirmation.

         Upon the receipt of such requisition, the Trustee shall withdraw the
amount requisitioned from the Revenue Fund, and if necessary, from the
Acquisition Fund (or so much thereof as is then on deposit in such Funds) and
transfer the same into the Operating Fund. The Issuer may request that the
Trustee pay the requisitioned amount in installments as specified by the Issuer.
In the event there is not sufficient money on hand in the Revenue Fund and the
Acquisition Fund to transfer the full amount requisitioned, the Trustee shall
notify the Issuer and the Issuer shall then determine the amount to be
transferred.

SECTION 5.06. TRANSFERS TO ISSUER. Transfers from the Revenue Fund to the Issuer
may be made in accordance with Section 5.03(d)(ix); provided, however, that no
transfer of assets to the Issuer (other than pursuant to the Operating Fund as
otherwise permitted in Article V of the Indenture) shall be made if there is not
on deposit in the Reserve Fund an amount equal to at least the Reserve Fund
Requirement; and further provided, that no transfer shall be made to the Issuer
unless the Issuer certifies that immediately after taking into account any such
transfer, the Aggregate Market Value of the assets in the Trust Estate will be
equal to the greater of (a) at least 102% of the unpaid principal amount of the
Senior Notes Outstanding and Subordinate Notes Outstanding or (b) an amount
equal to $500,000, or such lesser percentage as is acceptable to each Rating
Agency then rating the Notes, as evidenced by a Rating Confirmation.

         The amounts so transferred to the Issuer may be used for any proper
purpose of the Issuer and investment earnings thereon shall be the property of
the Issuer.

SECTION 5.07. INVESTMENT OF FUNDS HELD BY TRUSTEE. 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 (a) of the definition of the Investment Securities. All income and
earning on such investments shall be transferred monthly to the Revenue Fund.
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.

                                       36

<PAGE>

         The Investment Securities purchased shall be held by the Trustee and
shall be deemed at all times to be part of such Fund or Account or Subaccounts
or combination thereof, and the Trustee shall inform the Issuer of the details
of all such investments. Upon direction in writing (or orally, confirmed in
writing) from an Authorized Representative 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 their Value at the time thereof.

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

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

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

SECTION 5.08. RELEASE. 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.

SECTION 5.09. PURCHASE OF NOTES. Pursuant to this Indenture, any amounts held
under this Indenture which are available to redeem Notes may instead be used to
purchase Notes outstanding under this Indenture at the same times and subject to
the same conditions (except as to price) as apply to the redemption of Notes.

                                       37

<PAGE>

                                   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 the principal of or
interest on any of the Senior Notes when due or failure to make any payment due
under any other Senior Obligations when due;

         (b) if no Senior Obligations are Outstanding hereunder, default in the
due and punctual payment of the principal of or interest on any of the
Subordinate Notes when due or failure to make any payment due under any other
Subordinate Obligations when due;

         (c) if no Senior Obligations or Subordinate Obligations are Outstanding
hereunder, default in the due and punctual payment of the principal of or
interest on any of the Junior-Subordinate Notes when due or failure to make any
payment due under any other Junior-Subordinate Obligations when due;

         (d) 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

         (e) 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 Officer 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
("Registered Owner Approval ).

SECTION 6.02. REMEDY ON DEFAULT; POSSESSION OF TRUST ESTATE. Subject to Section
6.09 hereof, upon the happening and continuance of any Event of Default, the
Trustee personally 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 Revenue 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:

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         (a) if the principal of none of the Obligations shall have become due,
first, to the payment of the interest in default on the Senior Notes and to the
payment of all Issuer Derivative Payments secured on a parity with the Senior
Notes then due, in order of the maturity of the installments thereof, with
interest on the overdue installments thereof at the same rates, respectively, as
were borne by the Senior Notes on which such interest shall be in default and
any such Issuer Derivative Payments as provided in the ISDA Master Agreement
then due, such payments to be made ratably to the parties entitled thereto
without discrimination or preference, second, to the payment of the interest in
default on the Subordinate Notes and to the payment of all Issuer Derivative
Payments secured on a parity with the Subordinate Notes then due, in order of
the maturity of the installments of such interest and any such Issuer Derivative
Payments, with interest on the overdue installments thereof at the same rates,
respectively, as were borne by the Subordinate Notes on which such interest
shall be in default and any such Issuer Derivative Payments then due, such
payments to be made ratably to the parties entitled thereto without
discrimination or preference and, third, to the payment of the interest in
default on the Junior-Subordinate Notes and to the payment of all Issuer
Derivative Payments secured on a parity with such Junior-Subordinate Notes then
due, in order of the maturity of the installments of such interest and any such
Issuer Derivative Payments, with interest on the overdue installments thereof at
the same rates, respectively, as were borne by the Junior-Subordinate Notes on
which such interest shall be in default and any such Issuer Derivative payments
then due, such payments to be made ratably to the parties entitled thereto
without discrimination or preference, except as may be provided in a
Supplemental Indenture; and

         (b) if the principal of any of the Obligations shall have become due by
declaration of acceleration or otherwise, first to the payment of the interest
in default on the Senior Notes and all Issuer Derivative Payments secured on a
parity with the Senior Notes then due, in the order of the maturity of the
installments thereof, with interest on overdue installments thereof at the same
rates, respectively, as were borne by the Senior Notes on which such interest
shall be in default and such Issuer Derivative Payments as provided in the ISDA
Master Agreement then due, as the case may be, second, to the payment of the
principal of all Senior Notes then due and any amount owed to a Reciprocal Payor
secured on a parity with Senior Obligations under the ISDA Master Agreement,
such payments to be made ratably to the parties entitled thereto without
discrimination or preference, third, to the payment of the interest in default
on the Subordinate Notes and all Issuer Derivative Payments secured on a parity
with the Subordinate Notes then due, in the order of the maturity of the
installments thereof with interest on overdue installments thereof at the same
rates, respectively, as were borne by the Subordinate Notes on which such
interest shall be in default and such Issuer Derivative Payments as provided in
the ISDA Master Agreement then due, as the case may be, fourth, to the payment
of the principal of all Subordinate Notes then due and any amount owed to a
Reciprocal Payor secured on a parity with Subordinate Obligations under the ISDA
Master Agreement, such payments to be made ratably to the parties entitled
thereto without discrimination or preference, fifth, to the payment of the
interest in default on the Junior-Subordinate Notes and all Issuer Derivative
Payments secured on a parity with such Junior-Subordinate Notes then due, in the
order of the maturity of the installments thereof, with interest on overdue

                                       39

<PAGE>

installments thereof at the same rates, respectively, as were borne by the
Junior-Subordinate Notes on which such interest shall be in default and such
issuer Derivative Payments as provided in the ISDA Master Agreement then due, as
the case may be, and sixth, to the payment of the principal of all
Junior-Subordinate Notes then due and any amount owed to a Reciprocal Payor
secured on a parity with Junior-Subordinate obligations under the ISDA Master
Agreement, such payments to be made ratably to the parties entitled thereto
without discrimination or preference, except as may be provided in a
Supplemental indenture.

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

SECTION 6.04. REMEDIES ON DEFAULT; SALE OF TRUST ESTATE. Upon the happening of
any Event of Default and if the principal of all of the Outstanding Obligations
shall have been declared due and payable, then and in every such case, and
irrespective of whether other remedies authorized shall have been pursued in
whole or in part, the Trustee may sell, with or without entry, to the highest
bidder the Trust Estate, and all right, title, interest, claim and demand
thereto and the right of redemption thereof, at any such place or places, and at
such time or times and upon such notice and terms as may be required by law.
Upon such sale the Trustee may make and deliver to the purchaser or purchasers a
good and sufficient assignment or conveyance for the same, which sale shall be a
perpetual bar both at law and in equity against the Issuer and all Persons
claiming such properties. No purchaser at any sale shall be bound to see to the
application of the purchase money or to inquire as to the authorization,
necessity, expediency or regularity of any such sale. The Trustee is hereby
irrevocably appointed the true and lawful attorney-in-fact of the Issuer, in its
name and stead, to make and execute all bills of sale, instruments of assignment
and transfer and such other documents of transfer as may be necessary or
advisable in connection with a sale of all or part of the Trust Estate, but the
issuer, if so requested by the Trustee, shall ratify and confirm any sale or
sales by executing and delivering to the Trustee or to such purchaser or
purchasers all such instruments as may be necessary, or in the judgment of the
Trustee, proper for the purpose which may be designated in such request. In
addition, the Trustee may proceed to protect and enforce the rights of the
Trustee and the Registered Owners of the Obligations in such manner as counsel
for the Trustee may advise, whether for the specific performance of any
covenant, condition, agreement or undertaking herein contained, or in aid of the
execution of any power herein granted, or for the enforcement of such other
appropriate legal or equitable remedies as may in the opinion of such counsel,
be more effectual to protect and enforce the rights aforesaid. The Trustee shall
take any such action or actions if requested to do so in writing by the
Registered Owners of at least 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.

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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. PURCHASE OF PROPERTIES BY TRUSTEE OR REGISTERED OWNERS. In case of
any such sale of the Trust Estate, any Registered Owner or Registered Owners or
committee of Registered Owners or the Trustee, may bid for and purchase such
property and upon compliance with the terms of sale may hold, retain possession,
and dispose of such property as the absolute right of the purchaser or
purchasers without further accountability and shall be entitled, for the purpose
of making any settlement or payment for the property purchased, to use and apply
any Obligations hereby secured and any interest thereon due and unpaid, by
presenting such Obligations in order that there may be credited thereon the sum
apportionable and applicable thereto out of the net proceeds of such sale, and
thereupon such purchaser or purchasers shall be credited on account of such
purchase price payable to him or them with the sum apportionable and applicable
out of such net proceeds to the payment of or as a credit on the Obligations so
presented.

SECTION 6.08. 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 6.09. ACCELERATED MATURITY. If an Event of Default shall have occurred
and be continuing, the Trustee may declare, or upon the written direction by the
Registered Owners of at least 51% of the collective aggregate principal amount
of the Highest Priority Obligations then Outstanding, shall declare, the
principal of all Obligations then Outstanding, and the interest thereon, if not
previously due, immediately due and payable, anything in the Obligations or this
Indenture to the contrary notwithstanding; provided, however, that for a
declaration of acceleration upon a default pursuant to Section 6.01(d) hereof
shall require the consent of 51% of the Registered Owners of the collective
aggregate principal amount of each priority of Obligations then Outstanding.

SECTION 6.10. 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.

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<PAGE>

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) and 7.05 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 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.

                                       42
<PAGE>

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 or redemption 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
premium, if any, 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 Section 7.05 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.

                                   ARTICLE VII

                                   THE TRUSTEE

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

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

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

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

                                       43
<PAGE>

         (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 Revenue and Funds intended now or hereafter to be transferred
in trust hereunder are subject to the lien hereof. The Trustee shall not be
liable for failure of the Issuer to pay any tax or taxes in respect of such
property, or any part thereof, or the income therefrom or otherwise, nor shall
the Trustee be under any duty in respect of any tax which may be assessed
against it or the Registered Owners in respect of such property or pledged
Revenue and Funds. 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.

                                       44

<PAGE>

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 Section 6.02 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 or the Board
hereunder and may conclusively assume that there has been no such default or
Event of Default (other than an Event of Default described in Sections 6.01(a),
(b), (c), or (d) 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 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 Revenue Fund. None of the
provisions contained in this Indenture or any other Agreement to which it is a
party shall require the Trustee to act or to expend or risk its own funds or
otherwise incur individual financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers if the Registered
Owners shall not have offered security and indemnity acceptable to it or if it
shall have reasonable grounds for believing that prompt repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

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

                                       45

<PAGE>

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 or who may be Note Counsel), 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 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, under this Indenture, subject to Section
5.02 hereof, to sell, assign, transfer or convey Financed Eligible Loans in
accordance with an Issuer Order. If such Financed Eligible Loan was originated
under the Act, such Issuer Order shall certify that the Person to whom such
Financed Eligible Loan is sold, assigned, transferred, or conveyed is an
Eligible Lender unless not required by the Act. The Trustee is further
authorized to enter into agreements with other Persons, in its capacity as
Trustee, in order to carry out or implement the terms and provisions of this
Indenture.

         The Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken in good faith in accordance with this indenture
or any other transaction document or at the direction of the Registered owners
evidencing the appropriate percentage of the aggregate principal amount of the
Outstanding Notes relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture or any other transaction
document.

SECTION 7.07. COMPENSATION OF TRUSTEE. Except as otherwise expressly provided
herein, all advances, counsel fees (including without limitation allocated fees
of in-house counsel) and other expenses reasonably made or incurred by the
Trustee in and about the execution and administration of the trust hereby
created and reasonable compensation to the Trustee for its services in the
premises shall be paid by the Issuer. The compensation of the Trustee shall not
be limited to or by any provision of law in regard to the compensation of
trustees of an express trust, 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 Revenue
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).

                                       46
<PAGE>

SECTION 7.08. TRUSTEE MAY OWN NOTES. 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 Board may remove such temporary successor Trustee and appoint a
successor thereto pursuant to Section 7.11 hereof.

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 as described in Sections 6.01(a), (b), (c), (e) or (f)
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 President of the Issuer 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.

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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 Board by an instrument
in writing duly authorized by resolution. In the case of any such appointment by
the Board of a successor to the Trustee, the Board 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 Board 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
the Trustee which it succeeds, in and to pledged Revenue and Funds 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.

                                       48

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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 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 4.05 hereof.

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

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

         (b) it will comply with the 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 Trustee 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) redemption or
defeasance of any or 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:

                                       49

<PAGE>

                             Standard & Poor's Ratings Group
                             55 Water Street
                             New York, New York 10041
                             Attention: Asset-Backed Surveillance Group

                             Fitch IBCA, 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 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 except, to the extent provided in any Servicing Agreement or
custodian agreement, 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.

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.

                                       50

<PAGE>


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 compensation,
expenses, disbursements and advances of the Trustee and its agents and counsel)
and of the Registered Owners allowed in such judicial proceeding; and

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

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<PAGE>

         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.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

         (f) to add such provisions to or to amend such provisions of this
Indenture as may, in Note Counsel's opinion, be necessary or desirable to assure
implementation of the Program in conformance with the Act if along with such
Supplemental Indenture there is filed a Note Counsel's opinion 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;

                                       52

<PAGE>

         (i) to provide for the issuance of Notes pursuant to the provisions of
Section 2.08 of this Indenture, including the creation of appropriate Funds,
Accounts and Subaccounts with respect to such Notes;

         (j) 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 Section 3.03 hereof with respect to any particular Derivative
Product;

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

         (l) to amend the Indenture to allow for any Notes to be supported by a
letter of credit or insurance policy or a liquidity agreement, including
amendments with respect to repayment to such a provider on a parity with any
Notes or Derivative Product and providing rights to such provider under this
Indenture, including with respect to defaults and remedies;

         (m) to amend the Indenture to provide for use of a surety bond or other
financial guaranty instrument in lieu of cash and/or Investment Securities in
all or any portion of the Reserve Fund, so long as such action shall not
adversely affect the Ratings on any of the Notes;

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

         (o) 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 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.

                                       53

<PAGE>

         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 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 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.

                                       54

<PAGE>

                                   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:

         If intended for the Issuer:

                  NELNET Student Loan Corporation-2
                  Suite 301
                  121 South 13 Street
                  Lincoln, Nebraska 68508
                  Attention: Terry Heimes
                  Telephone: (402) 458-2303
                  Telecopier: (402) 458-2399

                                       55

<PAGE>

                  If intended for the Trustee:

                  Zions First National Bank
                  717 Seventeenth Street, Suite 301
                  Denver, Colorado 80202
                  Attention: Corporate Trust Department
                  Telephone: (303) 296-6263
                  Telecopier: (303) 296-6516

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 telecopier or registered first-class mail, postage
prepaid. Each such notice, request or other communication shall be effective
when delivered by hand or received by telex or telecopier 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.

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 DIRECTORS; 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 incorporators, officers, employees, agents, or directors 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

                                       56

<PAGE>

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 redemption 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 Nevada 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. 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.

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 paying agent, if any, and the
Registered Owners of the Obligations, any right, remedy or claim under or by

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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. RECIPROCAL PAYOR RIGHTS. Notwithstanding any provision of this
Indenture, no Reciprocal Payor which shall be in default under any Derivative
Product with the Issuer shall have any of the rights granted to a Reciprocal
Payor or as the Registered Owner of an Obligation hereunder.

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.

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.

                                    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.

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SECTION 10.02. SATISFACTION OF INDENTURE.

         (a) If the Issuer shall pay, or cause to be paid, or there shall
otherwise be paid (i) to the Registered Owners of the Notes, the principal of
and interest on the Notes, at the times and in the manner stipulated in this
Indenture and (ii) to each Reciprocal Payor, all Issuer Derivative Payments then
due, then the pledge of the Trust Estate which is not pledged hereunder, 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 Reciprocal Payor all
Reciprocal Payments then due, at the times and in the manner stipulated in this
Indenture and in the Derivative Product, such Notes and each Reciprocal Payor
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 Reciprocal Payor 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 or
redemption thereof has been set aside and is being held in trust by the Trustee
at the Stated Maturity or earlier redemption date thereof. Any Outstanding Note
shall, prior to the Stated Maturity or earlier redemption 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 redeemed on any date prior to its
Stated Maturity and (ii) the Issuer shall have given notice of redemption 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 redemption date
or Stated Maturity 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 redemption date or
Stated Maturity 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

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Obligations purchased for the purpose of reinvesting cash as aforesaid shall be
made only against delivery of such Governmental Obligations. For the purposes of
this Section, "Governmental Obligations" shall mean and include only
non-callable direct obligations of the Department of the Treasury of the United
States of America or portions thereof (including interest or principal portions
thereof), and such Governmental Obligations shall be of such amounts,
maturities, and interest payment dates and bear such interest as will, without
further investment or reinvestment of either the principal amount thereof or the
interest earnings therefrom, be sufficient to make the payments required herein,
and which obligations have been deposited in an escrow account which is
irrevocably pledged as security for the Notes. Such term shall not include
mutual funds and unit investment trusts.

         (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 Reciprocal Payor under its respective
Derivative Product have been made or duly provided for to the satisfaction of
each Reciprocal Payor 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. 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.

                                   ARTICLE XI

                                  TERMINATION

SECTION 11.01. TERMINATION OF THE TRUST.

         (a) The trust created by this Indenture (the "Trust") shall terminate
upon the earlier of (i) the later of (A) payment to the Registered Owners and to
the Trustee of all amounts required to be paid to them pursuant to this
Indenture and any Supplemental Indenture and the disposition of all property
held as part of the Trust Estate or (B) the day following the date on which all
reimbursement obligations to the Reciprocal Payors, if any, and any other Person
as may be provided for in any Supplemental Indenture have been paid in full,
(ii) the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy (the late ambassador of the United States to
the Court of St. James) living on the date of this Indenture or (iii) subject to
Section 11.01(d), upon the occurrence of a Liquidation Event (as hereinafter
defined). The Issuer shall promptly notify the Trustee of any prospective
termination pursuant to this Section 11.01.

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         (b) Notice of any prospective termination, specifying the Note Payment
Date for payment of the final distribution and requesting the surrender of the
Notes for cancellation, shall be given promptly by the Trustee by letter to
Registered Owners mailed not less than 10 nor more than 15 days preceding the
specified Note Payment Date stating (i) the Note Payment Date upon which final
payment of the Notes shall be made, (ii) the amount of any such final payment,
and (iii) the location for presentation and surrender of the Notes. Payment of
the final distribution which shall be made only upon presentation and surrender
of the Notes at the corporate trust office of the Trustee specified in the
notice.

         (c) A "Liquidation Event" shall be deemed to have occurred, subject to
Section 11.01(d), upon Dissolution of the Issuer.

         (d) The Issuer shall not voluntarily take any action that would cause
it to be deemed dissolved within the meaning of this Article XI.

             In the event of the Dissolution of the Issuer or any action that
     would cause the Issuer to cease being deemed a general partner of the Trust
     if the Trust were deemed a limited partnership formed under the Delaware
     Revised Uniform Limited Partnership Act, and the Issuer's interest were
     deemed to represent the sole general partnership interest in such a
     partnership, the Trust shall terminate 90 days after the date of such event
     and its assets liquidated in accordance with Section 11.01(e) unless both
     of the following occur:

             (i) the Registered Owners representing Registered Owner Approval,
as defined in Section 6.01 hereof, inform the Trustee in writing before the end
of such 90 day period that they disapprove of the liquidation of the assets of
the Trust; and

             (ii) the Issuer, the Trustee and the Reciprocal Payors, if any,
shall receive an opinion of counsel to the effect that the continuation of the
Trust shall not cause the Trust to be treated as an association taxable as a
corporation for federal income tax purposes.

         (e) Upon receipt by the Trustee from the Issuer of notice of the
occurrence of a Liquidation Event (as defined in Section 11.01(c)), the Trustee
shall, subject to the direction of the Registered Owners constituting Registered
Owner Approval (provided that, if Registered Owners constituting Registered
Owner Approval shall not have provided such direction to the Trustee within 30
days of the Trustee having sent a written request for such direction to the
Registered Owners, the Trustee shall proceed without such direction) sell the
remaining assets of the Trust Estate, if any, at public or private sale, in a
commercially reasonable manner and on commercially reasonable terms. The Issuer
agrees to cooperate with the Trustee to effect any such sale, including by
executing such instruments of conveyance or assignment as shall be necessary or
required by the purchaser. Proceeds of sale, net of expenses, shall be treated
as collections on the assets of the Trust and shall be deposited into the
Revenue Fund. On the next Note Payment Date the Trustee shall cause to be paid
to Registered Owners and the Issuer amounts distributable on such Note Payment
Date pursuant to Article V. Following the termination of the Trust, all right,
title and interest in and to the Financed Eligible Loans and other property and
funds in the Trust Estate (other than funds on deposit in certain accounts for
the payment of expenses) shall be conveyed and transferred to the Issuer.

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SECTION 11.02. NOTICE. The Trustee shall give notice of termination of the Trust
to the Issuer and each Rating Agency.

                                   ARTICLE XII

                             REPORTING REQUIREMENTS

On or before the fifteenth day of each month, the Issuer shall provide to the
Trustee (with a copy to the Rating Agencies) for the Trustee to forward within
five days of receipt to each Registered Owner, a statement setting forth at
least the following information with respect to the preceding month, to the
extent applicable;

                  (a) the amount of payments with respect to each Series and
Class of Notes paid with respect to principal during the preceding month;

                  (b) the amount of payments with respect to each Series of
Notes paid with respect to interest during the preceding month;

                  (c) the amount of the payments allocable to any Registered
Owners' Interest Carryover, if any, together with any remaining outstanding
amount of each thereof;

                  (d) the principal balance of Financial Eligible Loans as of
the close of business on the last day of the preceding month;

                  (e) the aggregate outstanding principal amount of the Notes of
each Series and Class as of the close of business on the last day of the
preceding month, after giving effect to payments allocated to principal reported
under clause (a) above;

                  (f) the interest rate for any Series and Class of variable
rate Notes, indicating such interest rate is calculated;

                  (g) the amount of the servicing fees allocated to the Servicer
as of the close of business on the last day of the preceding month;

                  (h) the amount of the Program Expenses, the Auction Agent
Fees, Market Agent Fees, Calculation Agent Fees and the Trustee Fees, if any,
allocated as of the close of business on the last day of the preceding month;

                  (i) the amount of the recoveries of principal and interest
received during the preceding month relating to Financed Eligible Loans;

                  (j) the amount of the payment attributable to amounts in the
Reserve Fund, the amount of any other withdrawals from the Reserve Fund and the
balance of the Reserve Fund as of the close of business on the last day of the
preceding month;

                  (k) the portion, if any, of the payments attributable to
amounts on deposit in the Acquisition Fund;

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                  (1) the aggregate amount, if any, paid by the Trustee to
acquire Eligible Loans from amounts on deposit in the Acquisition Fund during
the preceding month;

                  (m) the amount remaining in the Acquisition Fund that has not
been used to acquire Eligible Loans and is being transferred to the Revenue
Fund, if any;

                  (n) the aggregate amount, if any, paid for Financed Eligible
Loans purchased from the Trust during the preceding month;

                  (o) the number and principal amount of Financed Eligible
Loans, as of the close of business on the last day of the preceding month, that
are (i) 30 to 60 days delinquent, (ii) 61 to 90 days delinquent, (iii) 91 to 120
days delinquent, (iv) more than 120 days delinquent and (v) for which claims
have been filed with the appropriate Guarantee Agency and which are awaiting
payment; and

                  (p) the Aggregate Market Value of the Trust Estate and the
Outstanding principal amount of the Notes as of the close of business on the
last day of the preceding month.

         Each amount set forth pursuant to paragraph (a), (b), (g) and (h) above
shall be expressed as a dollar amount per Authorized Denomination of a Note. A
copy of the statements referred to above may be obtained by any Registered Owner
by a written request to the Trustee, addressed to its corporate trust office.

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         IN WITNESS WHEREOF, the Issuer has caused this Indenture to be executed
in its corporate name and behalf by its President, and the Trustee, to evidence
its acceptance of the trusts hereby created, has caused this Indenture to be
executed in its corporate 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 CORPORATION-2

                                         By /s/ Stephen F. Butterfield
                                            ----------------------------
                                            Stephen F. Butterfield, President

                                         ZIONS FIRST NATIONAL BANK, as Trustee

                                         By /s/ David W. Bata
                                            ----------------------------
                                            Vice President

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                                    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 June 1, 2000,
as amended (the "Indenture"), between NELNET Student Loan Corporation-2 (the
"Issuer") and Zions First National Bank, as Trustee. All capitalized terms used
in this Certificate and not otherwise defined herein shall have the same
meanings given to such terms in the Indenture. In your capacity as Trustee, you
are hereby authorized and requested to disburse to ________________________ (the
"Lender") 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 (or, if a Financed
Eligible Loan is being sold in exchange for an Acquired Eligible Loan under the
Indenture, the aggregate unpaid principal amount of, and accrued interest on,
such Financed Eligible Loan does not exceed the amount permitted by Section 5.02
of the Indenture).

         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);

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                  (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 paragraphs 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.

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         11. The undersigned is authorized to sign and submit this Certificate
on behalf of the Issuer.

         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 CORPORATION-2

                                         By____________________________
                                         Name_____________________________
                                         Title_______________________________

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