Exhibit 10.2
 
 FUNDING NOTE PURCHASE AGREEMENT
 by and among
 STRAIGHT-A FUNDING, LLC,
as Conduit Lender,
 NELNET SUPERCONDUIT FUNDING, LLC,
as Funding Note Issuer,
 ZIONS FIRST NATIONAL BANK,
as Eligible Lender Trustee,
 THE BANK OF NEW YORK MELLON,
as Conduit Administrator, Securities Intermediary and Conduit Lender Eligible Lender Trustee,
 NATIONAL EDUCATION LOAN NETWORK, INC.,
as SPV Administrator,
 NELNET, INC.,
as Sponsor
 BMO CAPITAL MARKETS CORP.,
as Manager
 and
 NATIONAL EDUCATION LOAN NETWORK, INC.,
as Master Servicer
 May 13, 2009




---



##### 



ARTICLE I. THE FACILITY
    
    
    1Section 1.01. Making of Advances; Issuance of Funding Note
    
    
    1Section 1.02. Funding Requests; Advance Procedures
    
    
    1Section 1.03. Repayments and Prepayments
    
    
    2Section 1.04. Establishment and Management of Trust Accounts
    
    
    6Section 1.05. Deposits to and Transfers from Funding Note Issuer Collection Account
    
    
    7Section 1.06. Transfers to and from the Reserve Account
    
    
    9Section 1.07. DOE Reserve Account and Excluded Borrower Benefit Account
    
    
    9Section 1.08. Grant of a Security Interest
    
    
    10Section 1.09. Payments by the Funding Note Issuer
    
    
    11Section 1.10. Yield Protection
    
    
    11Section 1.11. Taxes
    
    
    12Section 1.12. Startup Costs Allocation
    
    
    13ARTICLE II. THE FUNDING NOTE
    
    
    13Section 2.01. Form of Funding Note Generally
    
    
    13Section 2.02. Note Register
    
    
    13ARTICLE III. CONDITIONS precedent
    
    
    13Section 3.01. Conditions Precedent to Effectiveness
    
    
    13Section 3.02. Conditions Precedent to All Advances
    
    
    13Section 3.03. Conditions Precedent to All Grants of Student Loans
    
    
    13ARTICLE IV. REPRESENTATIONS AND WARRANTIES
    
    
    14Section 4.01. Representations and Warranties of the Funding Note Issuer
    
    
    14Section 4.02. Representation and Warranties of the Sponsor
    
    
    14Section 4.03. Reimbursement Events
    
    
    14Section 4.04. Enforcement of Purchase Obligations Under Transaction Documents
    
    
    14Section 4.05. Release of Lien Upon Purchase of Student Loan
    
    
    14ARTICLE V. COVENANTS OF THE FUNDING NOTE ISSUER
    
    
    15ARTICLE VI. EVENTS OF DEFAULT; SALE OF PLEDGED COLLATERAL
    
    
    15Section 6.01. Events of Default
    
    
    15Section 6.02. Remedies Upon Event of Default
    
    
    15Section 6.03. Sale of Financed Student Loans
    
    
    16ARTICLE VII. INDEMNIFICATION
    
    
    17Section 7.01. Indemnification by the Funding Note Issuer
    
    
    17Section 7.02. Indemnification by the SPV Administrator
    
    
    18Section 7.03. Indemnification by the Master Servicer
    
    
    19Section 7.04. Sponsor Guarantee
    
    
    19Section 7.05. Indemnification by the Sponsor
    
    
    19
  i




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##### 



ARTICLE
VIII. CONDUIT ADMINISTRATOR PROVISIONS
    
    
    20ARTICLE IX. SPV ADMINISTRATOR PROVISIONS
    
    
    20ARTICLE X. Manager provisions
    
    
    20ARTICLE XI. Master servicer PROVISIONS
    
    
    20ARTICLE XII. MISCELLANEOUS
    
    
    21Section 12.01. Amendments, Etc.
    
    
    21Section 12.02. Notices
    
    
    21Section 12.03. No Waiver; Remedies
    
    
    21Section 12.04. Successors and Assigns; Binding Effect
    
    
    22Section 12.05. Survival
    
    
    22Section 12.06. Governing Law
    
    
    22Section 12.07. Submission to Jurisdiction; Waiver of Jury Trial; Appointment of Service Agent
    
    
    22Section 12.08. Costs and Expenses
    
    
    23Section 12.09. Bankruptcy Non-Petition and Limited Recourse
    
    
    23Section 12.10. Recourse Against Certain Parties
    
    
    23Section 12.11. Execution in Counterparts; Severability
    
    
    24Section 12.12. Confidentiality
    
    
    24Section 12.13. Section Titles
    
    
    25Section 12.14. Entire Agreement
    
    
    25Section 12.15. No Petition
    
    
    25Section 12.16. Excess Funds
    
    
    25Section 12.17. Eligible Lender Trustee
    
    
    26Section 12.18. USA PATRIOT Act Notice
    
    
    26
  ii




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##### 



APPENDIX A DEFINITIONSAPPENDIX B CONDITIONS PRECEDENTAPPENDIX C REPRESENTATIONS AND WARRANTIESAPPENDIX D COVENANTS OF THE FUNDING NOTE ISSUERAPPENDIX E EVENTS OF DEFAULTAPPENDIX F SPV ADMINISTRATOR PROVISIONSAPPENDIX G FAIR MARKET AUCTION PROCEDUREEXHIBIT A FORM OF FUNDING REQUESTEXHIBIT B FORM OF MONTHLY CONDUIT ADMINISTRATORS REPORTEXHIBIT C FORM OF NOTICE OF RELEASEEXHIBIT D FORM OF FUNDING NOTEEXHIBIT E FORM OF LIQUIDITY PREPAYMENT NOTICEEXHIBIT F NOTICE ADDRESSESEXHIBIT G FORM OF UCC-1 FINANCING STATEMENTSEXHIBIT H FORM OF OFFICERS CERTIFICATE REGARDING ORGANIZATIONEXHIBIT I MATTERS TO BE ADDRESSED BY CLOSING DATE OPINIONS OF COUNSELEXHIBIT J FORM OF CERTIFICATE OF CONDUIT ADMINISTRATOR REGARDING TRUST ACCOUNTSEXHIBIT K FORM OF POWER OF ATTORNEYEXHIBIT L FORM OF NOTICE OF INTENT TO PARTICIPATEEXHIBIT M FORM OF SERVICING AGREEMENTEXHIBIT N FORM OF TRUST RECEIPTEXHIBIT O FORM OF ANNUAL STATEMENT OF COMPLIANCEEXHIBIT P FORM OF NOTICE OF DISPOSITIONEXHIBIT Q FORM OF ADVANCE CONFIRMATIONEXHIBIT R FORM OF SECURITY RELEASE CERTIFICATIONEXHIBIT S FORM OF LOAN DESIGNATION NOTICEEXHIBIT T FORM OF REVOCATION NOTICEEXHIBIT U FORM OF EXPECTED FUNDING NOTICEEXHIBIT V FORM OF LOAN DATA SCHEDULEEXHIBIT W FORM OF NOTICE OF REQUIRED PAYMENT ADVANCEEXHIBIT X FORM OF RESERVE AND PORTFOLIO CRITERIA SUPPLEMENT
  iii




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##### 



FUNDING NOTE PURCHASE AGREEMENT
 THIS FUNDING NOTE PURCHASE AGREEMENT STRAIGHT-A FUNDING,
LLC NELNET SUPERCONDUIT FUNDING, LLC ZIONS FIRST NATIONAL BANK THE BANK OF NEW YORK MELLON NATIONAL EDUCATION LOAN NETWORK, INC. NELNET, INC. BMO CAPITAL MARKETS CORP NATIONAL EDUCATION LOAN NETWORK, INC. Appendix A Appendix A
 PRELIMINARY STATEMENTS
   ARTICLE I.
THE FACILITY
 Section 1.01. Making of Advances; Issuance of Funding Note
 Section 1.02. Funding Requests; Advance Procedures
 nd
 th Section 1.03(g)
  1




---



##### 



Section 1.02(f)
 Section 1.02(b) Section 1.03(g)
 (v) (vi) (vii) viii Section 1.05(c) Required Payment Advance clauses (i) (iii) plus clause (iii) clause (v) (vi) (vii) viii Section 1.05(c) provided first second third clause (iii) clause (v) (vi) (vii) viii Section 1.05(c) Section 1.05(c)
 Section 1.03. Repayments and Prepayments
 Repayment at Final Maturity
 Optional Prepayments Section 1.03(g)
  2




---



##### 



Mandatory Prepayments
 Section 1.03(g) Section 1.03(g) Section 6.03 provided however th however th th
   3




---



##### 



Section 6.03 provided however th however th th
 Section 1.03(g) th Section 1.03(g) th Section 1.03(c)(iii) Section 6.03 th th however th th
  4




---



##### 



Delinquency Put Event provided Section 1.03(d) th
 Release of Collateral rd Section 1.03(e) Section 1.03(d) Section 1.03(c) clauses (i) (viii) Section 1.05(c) plus Section 1.03(g)
 Effect of Release of Collateral Section 1.03(e)
  5




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##### 



Breakage Amounts Section 1.03 provided however Section 1.05(c)
 Section 1.04. Establishment and Management of Trust Accounts
   Securities Account Section 1.04(c) Section 1.04(c)
  6




---



##### 



Section 1.05. Deposits to and Transfers from Funding Note Issuer Collection Account
 provided rd Section 1.05(c) Section 1.07
  7




---



##### 



pro rata
      pro rata clause (i)
   8




---



##### 



Section 1.05(c)(ii)
 Section 1.06. Transfers to and from the Reserve Account
 Section 1.05
  clause (i) Section 1.05(c) clause (b) Section 1.06 clause (i) Section 1.05(c)
 pro forma Section 1.05(c) clauses (b) (c) Section 1.06 pro forma
   Section 1.07. DOE Reserve Account and Excluded Borrower Benefit Account Sections 1.05(a) (c) first second
  9




---



##### 



Section 1.08. Grant of a Security Interest
         10




---



##### 



Pledged Collateral
  Section 1.09. Payments by the Funding Note Issuer Section 1.05(c)
 Section 1.10. Yield Protection
      Section 1.11
  11




---



##### 



Section 1.11. Taxes
   Section 1.11
 Section 1.11(a)
  12




---



##### 



Section 1.12. Startup Costs Allocation
 ARTICLE II.
THE FUNDING NOTE
 Section 2.01. Form of Funding Note Generally Exhibit D
 Section 2.02. Note Register Note Register
 ARTICLE III.
CONDITIONS PRECEDENT
 Section 3.01. Conditions Precedent to Effectiveness Section 1 Appendix B
 Section 3.02. Conditions Precedent to All Advances Sections 2 3 Appendix B
 Section 3.03. Conditions Precedent to All Grants of Student Loans Sections 2 4 Appendix B
  13




---



##### 



ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
 Section 4.01. Representations and Warranties of the Funding Note Issuer Appendix C Appendix C
 Section 4.02. Representation and Warranties of the Sponsor
   Section 4.02
 Section 4.03. Reimbursement Events th Reimbursement
Amount provided Section 4.03 Reimbursement Event Fees and Expenses
 Section 4.04. Enforcement of Purchase Obligations Under Transaction Documents
 Section 4.05. Release of Lien Upon Purchase of Student Loan Section 4.03
  14




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##### 



ARTICLE V.
COVENANTS OF THE FUNDING NOTE ISSUER
 Appendix D
 ARTICLE VI.
EVENTS OF DEFAULT; SALE OF PLEDGED COLLATERAL
 Section 6.01. Events of Default Appendix E Event of Default provided clause (e) Appendix E clause (a) (k) (w) (y) Appendix E clause (j) (v) Appendix E clause (x) Appendix E however Section 1.03(c)(iii)
 Section 6.02. Remedies Upon Event of Default
 provided provided further clause (e) Appendix E Section 6.02(b)
 th th provided th
  15




---



##### 



Section 1.03(c)
 Section 6.03. Sale of Financed Student Loans
 Sections 6.02 1.03(c) 1.03(d) Appendix G
 Sections 1.05(a) and (c) Section 6.03(b)
  16




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##### 



ARTICLE VII.
INDEMNIFICATION
 Section 7.01. Indemnification by the Funding Note Issuer
 Indemnified Party clauses (i) (x) excluding however Funding Note Issuer Indemnified
Amounts
         Section 1.11
  Section 1.05(c)
  17




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##### 



Section 7.02. Indemnification by the SPV Administrator
 clauses (i) (ix) excluding however SPV Administrator Indemnified Amounts
        Section 1 Appendix C Section 4.03
 Section 1.03(g)
 Section 1 Appendix C
  Section 1.05(c) th
  18




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##### 



Section 7.03. Indemnification by the Master Servicer
 clauses (i) (vii) excluding however Master Servicer Indemnified Amounts
      Section 2 Appendix C Section 4.03
  Section 2 Appendix C
  Section 1.05(c) th
 Section 7.04. Sponsor Guarantee Section 7.02 Section 7.03
 Section 7.05. Indemnification by the Sponsor
   19




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##### 



ARTICLE VIII.
CONDUIT ADMINISTRATOR PROVISIONS
 provided
 ARTICLE IX.
SPV ADMINISTRATOR PROVISIONS
 Appendix F
 ARTICLE X.
MANAGER PROVISIONS
  ARTICLE XI.
MASTER SERVICER PROVISIONS
 provided however
  20




---



##### 



ARTICLE XII.
MISCELLANEOUS
 Section 12.01. Amendments, Etc
 Section 12.02 provided further Section 12.01
  Section 12.02. Notices Exhibit F Articles I VI Articles I VI Section 12.02
 Section 12.03. No Waiver; Remedies
  21




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##### 



Section 12.04. Successors and Assigns; Binding Effect
 provided however Section 1.08 Section 1.05(c)(ix)
 provided
  Section 12.05. Survival Article IV Article VII Sections 1.11 12.06 12.07 12.08 12.09 12.10 12.12 12.14 12.15 12.16 12.17
 Section 12.06. Governing Law
 Section 12.07. Submission to Jurisdiction; Waiver of Jury Trial; Appointment of Service
Agent
 SECTION 12.07
   22




---



##### 



Section 12.08. Costs and Expenses th
 Section 12.09. Bankruptcy Non-Petition and Limited Recourse provided Section 12.09
 Section 12.10. Recourse Against Certain Parties Section 12.10
  23




---



##### 



Section 12.11. Execution in Counterparts; Severability
 Section 12.12. Confidentiality
 provided however
            24




---



##### 



provided Section 12.12(a) provided further
 Section 12.13. Section Titles
 Section 12.14. Entire Agreement provided
 Section 12.15. No Petition Section 12.15
 Section 12.16. Excess Funds clauses (i) (ii)
  25




---



##### 



Section 12.17. Eligible Lender Trustee
   Section 12.18. USA PATRIOT Act Notice Patriot Act
  26




---



##### 



THE CONDUIT LENDER:STRAIGHT-A FUNDING, LLCBy:
    
    BMO Capital Markets Corp., not in its individualcapacity but solely in its capacity as ManagerBy:
    
    /s/ Bart SteenbergenName:
    
    Bart SteenbergenTitle:
    
    Managing DirectorTHE FUNDING NOTE ISSUER:NELNET SUPERCONDUIT FUNDING, LLCBy:
    
    /s/ Hannah SmitterbergName:
    
    Hannah SmitterbergTitle:
    
    Assistant Vice PresidentTHE ELIGIBLE LENDER TRUSTEE:ZIONS FIRST NATIONAL
BANK, not in its individual 
capacity but solely in its capacity as Eligible Lender TrusteeBy:
    
    /s/ David W. BataName:
    
    David W. BataTitle:
    
    Vice President and Trust OfficerTHE SPV ADMINISTRATOR:NATIONAL EDUCATION LOAN NETWORK, INC.By:
    
    /s/ Terry HeimesName:
    
    Terry HeimesTitle:
    
    CFO
  S-1




---



##### 



CONDUIT ADMINISTRATOR:THE BANK OF NEW YORK MELLONBy:
    
    /s/ Dennis KildeaName:
    
    Dennis KildeaTitle:
    
    Assistant Vice PresidentSPONSOR:NELNET, INC.By:
    
    /s/ Mike DunlapName:
    
    Mike S. DunlapTitle:
    
    CEOMASTER SERVICER:NATIONAL EDUCATION LOAN NETWORK, INC.By:
    
    /s/ Terry HeimesName:
    
    Terry HeimesTitle:
    
    CFOMANAGER:BMO CAPITAL MARKETS CORP.By:
    
    /s/ Bart SteenberganName:
    
    Bart SteenberganTitle:
    
    Managing Director
  S-2




---



##### 



APPENDIX A
DEFINITIONS
   Additional Securities
 Administration Agreement
 Advance Article I
 Advance Amount
 Advance Confirmation Exhibit Q
 Advance Date
 Adverse Claim
 Affected Party
 Affiliate
 Affiliated Prior Transferor
 Affiliated Servicer
  Appenddix A-1




---



##### 



Agreed Upon Procedures Letter Section 12 Appendix D Section 12 Appendix D
 Agreement
 Allocation Amount
 Applicable Document
 Asset Coverage Ratio
 Authorized Officer
      Appenddix A-2




---



##### 



Available Funds
 Section 1.07
         Section 1.05(c) clauses (c) (d) Section 1.06 Section 1.02(b)
 Bankruptcy Code et
seq
 Benefit Plan
 Bill of Sale Attachment A
  Appenddix A-3




---



##### 



Blackout Date
 Borrower
 Breakage Account Breakage Account Section 1(a)(vi) Appendix B
 Business Day
 Calculation Date
 Calculation Date Structuring Fee
 Capitalized Ratable Financing Costs
 Category Percentage
 Closing Date
 Code
 Collateral Value
 Collections clauses (a) (b)
 Commitment Amount multiplied by
 Commitment Reporting Date Section 2
 Conduit Administrator
 Conduit Advisory Committee
 Conduit Financing Costs
  Appenddix A-4




---



##### 



Conduit Lender
 Conduit Lender Account
 Conduit Lender Eligible Lender Trustee
 Confidence Range
 Consolidation Loan
 Cut-off Date
 Daily Put Limit
 Debt clauses (a) (e)
 Delinquency Put Date
 Delinquency Put Event
 Delinquent Student Loan
 Department
 Department Bill of Sale
  Appenddix A-5




---



##### 



Department Put Agreement
 Department Put Date
 Department Put Event
 clause (i)
  provided th
 clause (x) Appendix E
  th
 Department Put Price
 Department Rebate Payment Date
 Determination Date rd
 Disclosure Package Appendix G
  Appenddix A-6




---



##### 



DOE Reserve Account Section 1(a)(vi) Appendix B
 Eligible Borrower Benefit
 Eligible Investments
 Eligible Lender
 Eligible Lender Trust Agreement
 Eligible Lender Trustee
 Eligible Lender Trustee Fees
 Eligible Loan
 Section 2 Appendix C
     Appenddix A-7




---



##### 



clause (ii)
   ERISA
 ERISA Affiliate
  Appenddix A-8




---



##### 



Estimated Department Put Price
 Estimated Excess Accrual
 Estimated Financing Costs Adjustment
 Event of Bankruptcy
 Event of Default Section 6.01
 Excluded Borrower Benefit Account Section 1(a)(vi) Appendix B
 Excluded Borrower Benefits
 Excluded Loan
 Excluded Tax
 Expected Funding Date
 Expected Funding Notice Exhibit U
 Fair Market Auction Appendix G
 Federal Reimbursement Contracts
  Appenddix A-9




---



##### 



FFELP
 FFELP Commitment Default clause (x) Appendix E
 FFELP Commitment Prepayment Amount
 Final Maturity Date Section 6.02 provided
 Financed Student Loan
 Fitch
 Funding Allocation Procedures
 Funding Note Exhibit D
 Funding Note Balance less
 Funding Note Issuer
 Funding Note Issuer Collection Account Section 1(a)(vi) Appendix B
 Funding Note Issuer Indemnified Amounts Section 7.01(a)
 Funding Request Exhibit A
  Appenddix A-10




---



##### 



GAAP
 Governmental Authority
 Grant
 Grant Date
 Guarantee Guaranteed
 Guarantee Agreement
 Guarantor
 Higher Education Act et
seq
 Highest Funding Note Balance clause (c) clause (b)
 Indemnified Party Section 7.01(a)
 Indemnified Taxes
 Interest Subsidy Payments
 Investment Company Act
 Liquidated Student Loan
  Appenddix A-11




---



##### 



Liquidation Proceeds
 Liquidity Advance
 Liquidity Facility
 Liquidity Prepayment Amount clause (i) clause (ii)
 Liquidity Prepayment Notice Exhibit E
 Loan Data Schedule Exhibit V
 Loan Designation Notice Exhibit S
 Loan Documents
            Appenddix A-12




---



##### 



provided clauses (k) (l) (m)
        Loan Participation Purchase Program
 Loan Purchase Commitment Program
 Loan Put Allocation Criteria clauses (iv) (v) clause (iv) provided
  Appenddix A-13




---



##### 



Loan Put Schedule Section 1.03(c) Section 6.03
 Loan Release Allocation Criteria Section 1.03(e)
   clause (a)
 clause (i)
 clauses (i) (ii)
 clauses (i) (iii)
 provided clause (ii)
  Appenddix A-14




---



##### 



Loan Removal Data Schedule
 Loan Sale Allocation Criteria
   clause (a)
 clause (i)
 clauses (i) (ii)
 clauses (i) (iii)
 provided however clauses (b)(i) (iv) clause (ii)
  Appenddix A-15




---



##### 



Loan Transmittal Summary Forms Annex I
 Lower Boundary
 Management Agreement
 Manager
 Mandatory Final Prepayment Date provided
 Market Adjustment
 Master Servicer
 Master Servicer Indemnified Amounts Section 7.03(a)
 Material Adverse Effect
    Appenddix A-16




---



##### 



Material Servicer
 Membership Interest
 Minimum Asset Coverage Ratio
 Monthly Conduit Administrators Report Section 1.05(b) Exhibit B
 Monthly Remittance Condition
 Monthly Servicer Report Exhibit A
 Monthly Servicing Fee Cap
 Multiemployer Plan
 Negative Special Allowance Payments
 Net Cash Advance Amount
 New York UCC
 Note Register Section 2.02
 Notice of Intent to Participate Exhibit L
 Notice of Release Exhibit C
 Notice of Required Payment Advance Exhibit W
  Appenddix A-17




---



##### 



Obligations
 Officers Certificate
 Official Body
 Opinion of Counsel
 Other Conduit Costs
 Other Taxes
 Patriot Act Section 12.18
 PBGC
 Person
 Pledged Collateral Section 1.08
 PLUS Loan
 Portfolio Criteria
 Potential Event of Default
 Power of Attorney Exhibit K
 Principal Balance
  Appenddix A-18




---



##### 



Prior Transferor
 Program Funding Note Issuer
 Program Support Agreement
 Program Support Provider
 Promissory Note
 Proposed Pool Section 1.03(e)
 Putable Loan
 Put Expiration Date
 Put Notice
 Ratable Financing Costs multiplied by divided by
 Ratable Other Conduit Costs multiplied by divided by
 Ratable Liquidity Draw Percentage
 Ratable Percentage
 Rating Agencies
 Records
  Appenddix A-19




---



##### 



Recoveries
 Regulatory Change
   clause (a)(i)
 clause (a)(i) (a)(ii)
 clause (a)(i) (a)(ii) (a)(iii)
 Reimbursement Amount Section 4.03
 Reimbursement Event
    Reimbursement Event Fees and Expenses Section 4.03
 Released Collateral Section 1.03(e) 4.05
 Relevant Loan Portfolio
 Reportable Event
 Repurchase Amount
 Repurchase Event
 Repurchase Event Fees and Expenses
 Required Liquidity Prepayment Date clause (i) clause (ii) th
  Appenddix A-20




---



##### 



Required Payment Advance Section 1.02(f)
 Reserve Account Section 1(a)(vi) Appendix B
 Reserve Account Specified Balance
 Reserve and Portfolio Criteria Supplement Exhibit X
 Restricted Loan clause (ii)
 Revocation Date clauses (i) (iv) (vi) clause (v)
 Revocation Notice Exhibit T
 S&P
 Sample Mean
 Sample Size
 Schedule of Financed Student Loans
  Appenddix A-21




---



##### 



Secretary
 Securities
 Securities Account Section 1.04(c)
 Securities Act
 Securities Intermediary
 Security Release Certification Exhibit R
 Seller
 Seller Eligible Lender Trustee
 Seller Eligible Lender Trust Agreement
 Seller Indemnified Amounts
 Senior Servicing Fees provided
 Servicer
 Servicer Default clause (b) clause (i) (ii)
  Appenddix A-22




---



##### 



Servicing Agreement Exhibit M Section 1.05(c)(viii)
 Servicing Fees
 Servicing Policies
 Settlement Date th
 Settlement Period
 SLS Loans
 Sold Loans Account Section 1(a)(vi) Appendix B
 Special Allowance Payments
 Sponsor
 SPV Administrator
 SPV Administrator Fee
 SPV Administrator Indemnified Amounts Section 7.02
 SPV Administrator Material Adverse Effect Appendix F
 Stafford Loan
  Appenddix A-23




---



##### 



Standard Error
 Startup Cost Account
 Startup Costs
 Startup Costs Allocation
 Structuring Agent
 Structuring Agent Fee
 Structuring Fee Rate
 Student Loan
 Student Loan Purchase Agreement
 Student Loan Short-Term Notes
 Subcustodian
 Subordinated Credit Facility
 Subsidized Stafford Loan
 Taxes
 Threshold Test
 Transaction Costs
  Appenddix A-24




---



##### 



Transaction Documents
 Transaction Party
 Treasury Regulations
 Trust Accounts
 Trust Receipt Exhibit N
 UCC
 United States
 Unsubsidized Stafford Loan
 Upper Boundary
 Variable Put Fee
 Variance
 Yield Period
  Appenddix A-25




---



##### 



APPENDIX B
CONDITIONS PRECEDENT
 Section 1. Conditions Precedent to Effectiveness. Section 3.01
   Exhibit G
 Exhibit H
 Part I Exhibit I Part II Exhibit I Part III Exhibit I Part IV Exhibit I Part V Exhibit I
 clause (ii)
 Exhibit J
  Exhibit K;
    Appendix B-1




---



##### 



Section 2. Conditions Precedent to All Advances and each Grant of Financed Student Loans. Sections 3.02 3.03
  Article IV
 Section 1.03(c) provided clause (ii)
           Section 3. Additional Conditions Precedent to All Advances Section 3.02
 Section 1.02 Section 1.02(b)
  Appendix B-2




---



##### 



th th Section 1.02(c) provided th provided further
  Section 4. Additional Conditions to All Grants of Financed Student Loans Section 3.03
 rd th
    Appendix B-3




---



##### 



rd th th Section 1.02(c) provided rd th provided further
   Section I Exhibit I
  Appendix B-4




---



##### 



Sections IV F. G. Section V Exhibit I Sections IV F. G. Section V Exhibit
I
 Section 1(a)(v) Appendix B Section
1(a)(v) Appendix B
  Appendix B-5




---



##### 



APPENDIX C
REPRESENTATIONS AND WARRANTIES
 Section 1. Representations as to the Funding Note Issuer and the Eligible Lender Trustee.
       clause (1)
  Appendix C-1




---



##### 



Section 4.01
  Appendix C-2




---



##### 



provided
 Section 2. Financed Student Loan Level Representations.
           Appendix C-3




---



##### 



clause (B)
       Appendix C-4




---



##### 



Section 3. Additional Representations and Warranties.
         Section 12.02
    Appendix C-5




---



##### 



subsection (i)
    Appendix C-6




---



##### 



APPENDIX D
COVENANTS OF THE FUNDING NOTE ISSUER
 Article V
 Section 1. Preservation of Separate Existence. Section 8.2
 Section 2. Notice of Event of Default or Potential Event of Default.
 Section 3. Notice of Material Adverse Change.
 Section 4. Compliance with Laws; Preservation of Corporate Existence; Code of Conduct.
 Section 5. Enforcement of Obligations.
 Enforcement of Financed Student Loans
 Enforcement of Transaction Documents
 Enforcement and Amendment of Guarantee Agreements
  Appendix D-1




---



##### 



Section 6. Notice of Material Litigation.
 Section 7. Notice of Relocation; Change of Jurisdiction of Formation or Organization.
 Section 8. Rescission or Modification of Financed Student Loans and Transaction Documents.
  clause (a)
   Section 9. Liens.
 Transaction Documents
 UCC Matters; Protection and Perfection of Pledged Collateral; Delivery of Documents Section 7 Appendix D Section 12.02
  Appendix D-2




---



##### 



provided however
   Section 10. Sales of Assets; Consolidation/Merger.
 Sales, Liens, Etc.
 Merger, Etc.
 Section 11. Change in Business.
 Section 12. General Reporting Requirements.
 th Exhibit O
  Appendix D-3




---



##### 



th
   clauses (i) (ii)
   Section 13. Inspections. clause (i) provided
  Appendix D-4




---



##### 



Section 14. ERISA.
 Section 15. Servicers.
 Section 16. Obligations of the Funding Note Issuer With Respect to Pledged Collateral.
 Section 17. Amendment of Organizational Documents.
 Section 18. Borrower Benefit Programs.
 Section 19. Payment of Stamp Taxes, Etc. Section 1.11
 Section 20. [Reserved].
 Section 21. Reporting to Department; Additional Due Diligence.
 Section 22. Indebtedness.
 Section 23. Servicing Agreements.
  Appendix D-5




---



##### 



APPENDIX E
EVENTS OF DEFAULT
 Sections 1.05(c)(i) 1.05(c)(viii) provided however Sections 1.05(c)(i) (viii)
 Section 4.03 Section 6
 Section 2 clause (x) Appendix E provided however Sections 1 9 10 Appendix D clause (v)
  provided
     Appendix E-1




---



##### 



Section 7.01 12.08 th
    provided subsection (q)
   Appendix E-2




---



##### 



Schedule I
  Section 4.03
  Section 2
 Section 1.03(c)(i) Section 1.03(c)(ii) clause (i) (ii) Section 1.03(c)(iii) th
  provided clauses (s) (z)
  Appendix E-3




---



##### 



APPENDIX F
SPV ADMINISTRATOR PROVISIONS
 Section 1. Appointment.
 Section 2. Duties with Respect to the Transaction Documents.
   Section 3. Non-Ministerial Matters.
    Section 4. Compensation and Expenses. Section 1.05(c) th Section 12.08
  Appendix F-1




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##### 



Section 5. Representations and Warranties of the SPV Administrator. subparagraph (i)
 Organization and Good Standing
 Due Qualification
 Power and Authority
 Consents
 Binding Obligation
 No Violation
 No Proceedings SPV Administrator
Material Adverse Effect
  Appendix F-2




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##### 



Accuracy of Information
 Events of Default
 Section 6. SPV Administrator Change in Control.
 Section 7. Resignation of SPV Administrator.
  Appendix F-3




---



##### 



APPENDIX G
FAIR MARKET AUCTION PROCEDURE
   Exhibit P
  Section 1.03(c), 1.03(d) 6.02
 Section 1.03(c), 1.03(d) 6.02
  provided
 Disclosure Package Appendix G
  Appendix G-1




---



##### 



Exhibit A
 FORM OF
FUNDING REQUEST
  
 
 StraightA.funding@bmo.com    Funding Request
 Funding Note Purchase Agreement
 Section 1.02
 Requested Advance Amount1
    
    
    $Advance Date2
  
 1
    
    The Requested Advance Amount may not exceed the
maximum amount of Student Loan Short-Term Notes to be issued on the Advance
Date, as specified by the Manager in accordance with the Funding Allocation
Procedures.2
    
    The Advance Date will be an Expected Funding Date
scheduled by the Manager in accordance with the Funding Allocation Procedures.  Exhibit A-1




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##### 



3
 IN WITNESS WHEREOF
 NATIONAL EDUCATION LOAN NETWORK, INC., as the SPV
Administrator on behalf of the Funding Note IssuerBy:Name:Title:NATIONAL EDUCATION LOAN NETWORK, INC., as the SellerBy:Name:Title: 
 3
    
    Bracketed text to be inserted for fill or kill option
according to Funding Allocation Procedures.  Exhibit A-2




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##### 



Exhibit B
 FORM OF
MONTHLY CONDUIT ADMINISTRATORS REPORT
 [FUNDING NOTE ISSUER]Monthly Conduit Administrators ReportMonth End Date
    
    [DATE]
 I. Pool Size
    
    Beginning Balance
    
    Ending BalanceOutstanding Loan PrincipalAccrued Interest to be CapitalizedPrincipal BalanceCollateral Value (97%)II. Loan Type
    
    # of Loans
    
    Principal Balance
    
    % of Total Principal BalanceGSL SubsidizedGSL UnsubsidizedPlusOtherIII. Repayment Status
    
    # of Loans
    
    Principal BalanceSchoolGraceDefermentRepaymentForbearanceClaim PendingClaim RejectedIV. Delinquency Status
    
    # of Loans
    
    Principal Balance0-3031-6061-9091-120121-150151-180181-210211-240241-255>255V. Weighted Average Remaining MaturityVI. AccountsReserve Account Beginning BalanceDeposits for PeriodWithdrawals for Period (including withdrawals
pursuant to Section 1.06(d))Reserve Account Ending BalanceReserve
Account Specified Balance4Reserve Account Excess or ShortfallDOE Reserve Account Beginning BalanceDeposits for PeriodWithdrawals for PeriodEnding BalanceExcluded Borrower Benefits Reserve Account BalanceDeposits for PeriodWithdrawals for PeriodEnding BalanceVII. Funding Note Issuer Collection Account Activity799 PaymentsReimbursements by SchoolsReimbursement By GuarantorsLoan Proceeds / RedemptionsLoans Put to the DepartmentBorrower Principal Payments
 
 4
    
    Line items detailing the calculation of the Reserve
Account Specified Balance as described in the most recently executed Reserve
and Portfolio Criteria Supplement should be added as necessary.  Exhibit B-1




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##### 



Borrower Interest PaymentsOther Cash / Fees CollectedInvestment IncomeReserve Account ExcessDOE Reserve Account ExcessOther DepositsCash Available For DistributionVIII. AccrualsBorrower Interest AccruedInterest
Subsidy Accrued5Special Allowance Payments AccruedInvestment EarningsIX. Fees and ExpensesServicing FeesELT Fees[SPV Administrator Fees]Financing CostsPayments made to the DepartmentOther CostsTotalX. [Reserved]XI. Funding NoteMinimum Asset Coverage Ratiopro formaAsset Coverage Ratio (before payments pursuant to
Section 1.06(d) of Ratable Financing Costs to be
capitalized)Asset Coverage Ratio (after payments pursuant to Section
1.06(d) of Ratable Financing Costs to be capitalized, if
any)Funding Note Principal DueOpening Principal Balance of Funding Noteplus: AdvancesMinus: PrepaymentsSubtotal: Principal Balance of Funding Noteminus: Principal distributed to Funding Noteequals: Ending Principal Balance of Funding NoteXII. WaterfallAvailable Fundsi [Eligible Lender Trustee Fees][SPV Administrator Fees]Senior Servicing Feesii Ratable
Financing Costs to the Conduit Lender6iii Funding Note Principal to the Conduit Lenderiv Reinstatement of the Reserve Accountv Ratable
Other Conduit Costs7vi Structuring Agent Feesvii Other Obligations of the Eligible Lender Trustee, the
Conduit Administrator, the Manager[, the SPV Administrator]
and each Indemnified Partyviii Other Amounts due the Servicerix Payments on the Revolving Credit Agreementxi Available Funds Remaining to the Funding Note IssuerXIII. Monthly Remittance Condition Satisfied?
    
    
    Y/NXIV.
Received Notice of an Event of Default or Potential Event of Default?
    
    
    Y/N
 
 5
    
    Conduit Administrator to report on a consolidated
basis, the Accrued DOE Interest Subsidy Payment as provided by the Servicer
on Schedule II of the Monthly Servicer Report.6
    
    Conduit Administrator to provide a schedule detailing
the components of Ratable Financing Costs.7
    
    Conduit Administrator to provide a schedule detailing
the components of Ratable Other Conduit Costs.  Exhibit B-2




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##### 



Exhibit C
 FORM OF
NOTICE OF RELEASE
  
 
 Request for Release of Financed Student Loans
 Funding Note Purchase Agreement
 Section 1.03(e) 1 Release Date Section 1.08  Release
  1.
    
    No Event of Default or Potential Event of Default has occurred and is continuing or will
result from the Release.
 2.
    
    The Asset Coverage Ratio shall not be less than the Minimum Asset Coverage Ratio after giving
effect to the Release.
 3.
    
    No amounts described in clauses (i) through (viii) of Section 1.05(c)
shall be due and owing after giving effect to the Release and no amounts due and owing from
any Transaction Party shall be unpaid.
 4.
    
    The Funding Note Issuer has, or on or prior to the Release Date, will obtain, sufficient
funds to deposit into the Funding Note Issuer Collection Account cash in an amount equal to
the Collateral Value of the Financed Student Loans subject to the Release, plus accrued and
unpaid interest thereon (to the extent not previously capitalized or to be capitalized)
through the Release Date, plusthe amount payable by the Funding Note Issuer pursuant to
Section 1.03(g) of the Funding Note Purchase Agreement in connection with such
prepayment.5.
    
    The estimated amount of Negative Special Allowance Payments to accrue through the Release
Date on the Financed Student Loans to be released is $_____ 
and sufficient funds have
been deposited to the DOE Reserve Account in respect of such estimated Negative Special
Allowance Payments.
  
 1
    
    Date must be at least five (5) Business Days after the
date of the Notice of Release.  Exhibit C-1




---



##### 



IN WITNESS WHEREOF
 NATIONAL EDUCATION LOAN NETWORK, INC., as the 
SPV Administrator on behalf of the Funding Note IssuerBy:Name:Title:
  Exhibit C-2




---



##### 



Exhibit D
 FORM OF
FUNDING NOTE
 
 Number R-[ ]
    
    [DATE]
 Funding Note
Issuer Conduit Lender
 Funding Note Purchase Agreement
   Exhibit D-1




---



##### 



provided
     Exhibit D-2




---



##### 



IN WITNESS WHEREOF
 NELNET SUPERCONDUIT FUNDING, LLCBy:Name:Title:
  Exhibit D-3




---



##### 



Exhibit E
 FORM OF
LIQUIDITY PREPAYMENT NOTICE
  
 Liquidity Prepayment Notice
 Funding Note Purchase Agreement
 Section 1.03(c)[(i)][(ii)]
 
 1
    1
    
    Insert bracketed text if the requested Liquidity
Advance was not made when due.  Exhibit E-1




---



##### 



IN WITNESS WHEREOF
 The Bank of New York Mellon,as the Conduit AdministratorBy:Name:Title:
  Exhibit E-2




---



##### 



Exhibit F
 NOTICE ADDRESSES
 The Funding Note Issuer
 
  The SPV Administrator
 
 The Eligible Lender Trustee
 
 The Conduit Administrator, the Securities Intermediary and the Conduit Lender Eligible Lender
Trustee
 
 The Conduit Lender
 
  Exhibit F-1




---



##### 



The Manager
 
 The Sponsor
 
 The Master Servicer
 
 The Department:
  
 By courier or express mail:
 
  Exhibit F-2




---



##### 



The Federal Financing Bank
 By U.S. Postal Service mail
 
 By courier or express mail
 
 The Rating Agencies:
 
 
  Exhibit F-3




---



##### 



Exhibit G
 FORM OF
UCC-1 FINANCING STATEMENTS
   Exhibit G-1




---



##### 



I. FORM OF UCC-1: SELLER, AS DEBTORUCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
Anne M. Gish, Esq.
Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (1a or 1b)  do not abbreviate or combine names

1a. ORGANIZATIONS NAME
 
 
 
 
OR 
 
     NATIONAL
EDUCATION LOAN NETWORK, INC.
 
 
 
 
1b. INDIVIDUALS LAST NAME
 
FIRST NAME
 
MIDDLE NAME
 
SUFFIX
 

1c.
 
MAILING ADDRESS
 
CITY
 
STATE   POSTALCODE
 
COUNTRY

 
 
  121 S. 13th Street,
Suite 201
 
     Lincoln
 
`NE           68508
 
USA

`1d.

 
`TAX ID #: SSN OR EIN

 
ADDL INFO REORGANIZATION

 
`1e. TYPE OF ORGANIZATION

 
`1f. JURISDICTION OF ORGANIZATION

 
`1g. ORGANIZATIONAL ID #, if any
 
 

` 

 
 
 
 

 
Corporation

 
     Nevada

 
     C2237-2000
 
 

` 

 
 
 
DEBTOR

 
 
 
 
 
 
 
NONE

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (2a or 2b)  do not abbreviate or combine names

2a. ORGANIZATIONS NAME
 
 
 
 

OR 
 
     UNION BANK
AND TRUST COMPANY
 
 

 
 
2b. INDIVIDUALS LAST NAME
 
FIRST NAME
 
MIDDLE NAME
 
SUFFIX

 

2c.
 
MAILING ADDRESS
 
CITY
 
STATE   POSTALCODE
 
COUNTRY

 
 
  6801 South 27th Street
 
     Lincoln
 
NE           68506
 
USA

`2d.

 
`TAX ID #: SSN OR EIN

 
ADDL INFO REORGANIZATION

 
`2e. TYPE OF ORGANIZATION

 
`2f. JURISDICTION OF ORGANIZATION

 
`2g. ORGANIZATIONAL ID #, if any
 
 

` 

 
 
 
 

 
State Bank

 
     Nebraska

 
10036938
 
 

` 

 
 
 
DEBTOR

 
 
 
 
 
 
 
NONE

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNORS/P)  insert only
 
 _____ 
 
one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME
 
 
 
 

OR 
 
     STRAIGHT-A
FUNDING, LLC, as Conduit Lender
 
 

 
 
3b. INDIVIDUALS LAST NAME
 
FIRST NAME
 
MIDDLE NAME
 
SUFFIX

 

3c.
 
MAILING ADDRESS
 
CITY
 
STATE   POSTALCODE
 
COUNTRY

 
 
  68 South Service Road, Suite
120
 
     Melville
 
NY      11747
 
USA

4. This FINANCING STATEMENT covers the following collateral:
SEE ANNEX A ATTACHED HERETO AND MADE PART HEREOF AND INCORPORATED HEREIN BY REFERENCE.
THERE ARE THREE ADDITIONAL SHEETS PRESENTED, CONSISTING OF TWO ONE-PAGE ADDENDA AND A ONE-PAGE ANNEX A.
5. ALTERNATIVE DESIGNATION [if applicable]:

 
`LESSEE/LESSOR

 
`CONSIGNEE/CONSIGNOR

 
`BAILEE/BAILOR

 
`SELLER/BUYER

 
`AG. LIEN

 
`NON-UCC FILING
6. ð This FINANCING STATEMENT is to be filed (for record) (or recorded in the
 
`  7. Check to REQUEST SEARCH REPORT(S) on
 
`All Debtors
 
`Debtor 1
 
`Debtor 2

`    REAL ESTATE RECORDS. Attach addendum

 
[if applicable]

 
`      Debtor(s) [ADDITIONAL FEE] [optional]
 
 
 
 
 
 
8. OPTIONAL FILE REFERENCE DATA

    FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT (FORM UCC 1) (REV. 07/29/98)




---



##### 



UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT

9a. ORGANIZATIONS NAME

NATIONAL EDUCATION LOAN NETWORK, INC.

OR

9b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME,SUFFIX

 

10. MISCELLANEOUS:

 

Addendum 1 of 2

 

     The debtor listed in item 1 above is the owner of the beneficial
interest in the collateral described on Annex A attached hereto.
The additional debtor listed in item 2 above holds legal title, as eligible
lender trustee, to certain collateral described on Annex A attached hereto.

 

     The party listed in item 12 of this Addendum is the assignor secured party.

 

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one name (11a or 11b)  do not abbreviate or combine names

11a. ORGANIZATIONS NAME

 

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

 

11c. MAILING ADDRESS

CITY

STATE   POSTAL CODE

COUNTRY

11d. TAX ID #:    SSN OR EIN

ADDL INFO RE
ORGANIZATION
DEBTOR

11e. TYPE OF ORGANIZATION

11f. JURISDICTION OF ORGANIZATION

11g. ORGANIZATIONAL ID #, if any

 

NONE

12. ADDITIONAL SECURED PARTYS or ASSIGNOR S/PS NAME  insert only one name (12a or 12b)

12a. ORGANIZATIONS NAME

NELNET SUPERCONDUIT FUNDING, LLC

OR

 
 
 

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

 
 
 

SUFFIX

 

 
 
 

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

121 S. 13th Street, Suite 201

     Lincoln

   NE

 
68508
 

USA

13. This FINANCING STATEMENT covers timber to be cut or as-extracted collateral, or is filed as a ÿ fixture filing.

16. Additional collateral description:

14. Description of real estate:

 

 

 

 

 

15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest):

 

17. Check only if applicable and check only one box.

 

 

Debtor is a Trust or Trustee acting with respect to property held in trust Decedents Estate

 

18. Check only if applicable and checkonly one box.

 

Debtor is a TRANSMITTING UTILITY

 

Filed in connection with a Manufactured-Home Transaction  effective 30 years

 

Filed in connection with a Public-Finance Transaction  effective 30 years

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07/29/98)




---



##### 



UCC FINANCING STATEMENT ADDENDUM
FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
   9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT OR 9a. ORGANIZATIONS NAME NATIONAL EDUCATION LOAN NETWORK, INC.
 9b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME,SUFFIX 10. MISCELLANEOUS:
Addendum 2 of 2
The party listed in item 12 of this Addendum is an additional total assignee/additional secured party.
 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one name (11a or 11b)  do not abbreviate or combine names
 OR 11a. ORGANIZATIONS NAME 11b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 11c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY 11d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any ORGANIZATION DEBTOR
 _____ 
NONE
   12. ADDITIONAL SECURED PARTYS or
 _____ 
ASSIGNOR S/PS NAME  insert only one name (12a or 12b)
 OR 12a. ORGANIZATIONS NAME THE BANK OF NEW YORK MELLON, as Conduit Lender Eligible Lender Trustee
 12b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 12c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY 101 Barclay Street, 4E
 _____ 
New York
 _____ 
NY 10286 USA
          13. This FINANCING STATEMENT covers timber to be cut or as-extracted 16. Additional collateral description:
collateral, or is filed as a ÿ fixture filing. 14. Description of real estate: 15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest): 17. Check only if applicable and check only one box.

Debtor is a Trust or Trustee acting with respect to property held in trust Decedents Estate
 18. Check only if applicable and checkonly one box.

Debtor is a TRANSMITTING UTILITY
Filed in connection with a Manufactured-Home Transaction  effective 30 years
Filed in connection with a Public-Finance Transaction  effective 30 years
 FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07/29/98)




---



##### 



Debtor/Seller
 Additional Debtor    th
 Assignor Secured Party/Purchaser
 Total Assignee/Secured Party
 Additional Total Assignee/Secured Party
    A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT
WILL VIOLATE THE RIGHTS OF THE CONDUIT LENDER AS SECURED PARTY.




---



##### 



| | | | | | | | | | | | | | | | | | |
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
  
A. NAME & PHONE OF CONTACT AT FILER [optional]
 | | | | | | | | | | | | | | | | | | |
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
Anne M. Gish, Esq.
Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202
1. DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (1a or 1b)  do not abbreviate or combine names
OR 1a. ORGANIZATIONS NAME
UNION BANK AND TRUST COMPANY

1b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
1c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY
6801 South 27th Street
 _____ 
Lincoln
 _____ 
NE 68506 USA
          1d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #, if any
ORGANIZATION
 _____ 
State Bank
 _____ 
Nebraska 10036938 DEBTOR
 _____ 
NONE
  
2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (2a or 2b)  do not abbreviate or combine names
OR 2a. ORGANIZATIONS NAME
NATIONAL EDUCATION LOAN NETWORK, INC.

2b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
2c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY
121 S. 13th Street, Suite 201 Lincoln
 _____ 
NE 68508 USA
          2d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any
ORGANIZATION
 _____ 
Corporation
 _____ 
Nevada
 _____ 
C2237-2000
DEBTOR
 _____ 
NONE
  
3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNORS/P)  insert only
 _____ 
one secured party name (3a or 3b)

OR 3a. ORGANIZATIONS NAME
THE BANK OF NEW YORK MELLON, as Conduit Lender Eligible Lender Trustee

3b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
3c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY
101 Barclay Street, 4E
 _____ 
New York
 _____ 
NY 10286 USA
          4. This FINANCING STATEMENT covers the following collateral: SEE ANNEX A ATTACHED HERETO AND MADE PART HEREOF AND INCORPORATED HEREIN BY REFERENCE.
THERE ARE THREE ADDITIONAL SHEETS PRESENTED, CONSISTING OF TWO ONE-PAGE ADDENDA AND A ONE-PAGE ANNEX A.

5. ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR
 _____ 
CONSIGNEE/CONSIGNOR
 _____ 
BAILEE/BAILOR
 _____ 
SELLER/BUYER
 _____ 
AG. LIEN
 _____ 
NON-UCC FILING
6. ð This FINANCING STATEMENT is to be filed (for record) (or recorded in the 7. Check to REQUEST SEARCH REPORT(S) on All Debtors Debtor 1 Debtor 2
REAL ESTATE RECORDS. Attach addendum [if applicable] Debtor(s) [ADDITIONAL FEE] [optional]

8. OPTIONAL FILE REFERENCE DATA

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT (FORM UCC 1) (REV. 07/29/98)




---



##### 



UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
   9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
OR 9a. ORGANIZATIONS NAME
UNION BANK AND TRUST COMPANY

9b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME,SUFFIX
10. MISCELLANEOUS: Addendum 1 of 2
The Trustee box in item 17 has been checked in connection with the debtor listed in item 1.
The debtor listed in item 1 above holds legal title, as eligible lender trustee, to certain collateral described in Annex A attached hereto. The additional debtor listed in item 2 above is
the settlor and the owner of the beneficial interest in the collateral described on Annex A attached hereto.
The party listed in item 12 of this Addendum is the assignor secured party.

11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one name (11a or 11b)  do not abbreviate or combine names

OR 11a. ORGANIZATIONS NAME
11b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
11c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY
11d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any
ORGANIZATION
DEBTOR
 _____ 
NONE
  
12. ADDITIONAL SECURED PARTYS or
 _____ 
ASSIGNOR S/PS NAME  insert only one name (12a or 12b)

OR 12a. ORGANIZATIONS NAME
ZIONS FIRST NATIONAL BANK

12b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
12c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY
1001 17TH Street, Suite 1050 Denver
 _____ 
CO 80202 USA
          13. This FINANCING STATEMENT covers timber to be cut or as-extracted 16. Additional collateral description: collateral, or is filed as a ÿ fixture filing.
14. Description of real estate: 15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest): 17. Check only if applicable and check only one box.

Debtor is a Trust or Trustee acting with respect to property held in trust Decedents Estate

18. Check only if applicable and checkonly one box.

Debtor is a TRANSMITTING UTILITY
Filed in connection with a Manufactured-Home Transaction  effective 30 years
Filed in connection with a Public-Finance Transaction  effective 30 years

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07/29/98)




---



##### 



UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
   9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
OR 9a. ORGANIZATIONS NAME
UNION BANK AND TRUST COMPANY

9b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME,SUFFIX
10. MISCELLANEOUS: Addendum 2 of 2
The party listed in item 12 of this addendum is an additional total assignee/additional secured party.

11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one name (11a or 11b)  do not abbreviate or combine names

OR 11a. ORGANIZATIONS NAME
11b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
11c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY
11d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any
ORGANIZATION
DEBTOR
 _____ 
NONE
  
12. ADDITIONAL SECURED PARTYS or
 _____ 
ASSIGNOR S/PS NAME  insert only one name (12a or 12b)

OR 12a. ORGANIZATIONS NAME
STRAIGHT-A FUNDING, LLC, as Conduit Lender

12b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
12c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY
68 South Service Road, Suite 120 Melville
 _____ 
NY 11747 USA
          13. This FINANCING STATEMENT covers timber to be cut or as-extracted 16. Additional collateral description: collateral, or is filed as a ÿ fixture filing.
14. Description of real estate: 15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest): 17. Check only if applicable and check only one box.

Debtor is a Trust or Trustee acting with respect to property held in trust Decedents Estate

18. Check only if applicable and checkonly one box.

Debtor is a TRANSMITTING UTILITY
Filed in connection with a Manufactured-Home Transaction  effective 30 years
Filed in connection with a Public-Finance Transaction  effective 30 years

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07/29/98)




---



##### 



Debtor/Seller Eligible Lender Trustee    th
 Additional Debtor
 Assignor Secured Party/Eligible Lender Trustee
 Total Assignee/Secured Party
 Additional Total Assignee/Secured Party
    A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT
WILL VIOLATE THE RIGHTS OF THE CONDUIT LENDER AS SECURED PARTY.




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##### 



UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
  
A. NAME & PHONE OF CONTACT AT FILER [optional]
 | | | | | | | | | | | | | | | | B. SEND ACKNOWLEDGMENT TO: (Name and Address) Anne M. Gish, Esq.
Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202 1. DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (1a or 1b)  do not abbreviate or combine names OR 1a. ORGANIZATIONS NAME NELNET SUPERCONDUIT FUNDING, LLC
 1b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 1c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY 121 SOUTH 13TH STREET, SUITE 201 LINCOLN
 _____ 
NE 68508 USA
          1d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #, if any ORGANIZATION
 _____ 
Limited liability Company
 _____ 
Delaware DEBTOR
 _____ 
NONE
   2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (2a or 2b)  do not abbreviate or combine names OR 2a. ORGANIZATIONS NAME 2b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 2c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY 2d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any ORGANIZATION DEBTOR
 _____ 
NONE
   3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNORS/P)  insert only
 _____ 
one secured party name (3a or 3b)
 OR 3a. ORGANIZATIONS NAME STRAIGHT-A FUNDING, LLC, as Conduit Lender
 3b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 3c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY 68 SOUTH SERVICE ROAD
 _____ 
MELVILLE
 _____ 
NY 11747 USA
          4. This FINANCING STATEMENT covers the following collateral: All of the Debtors right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter arising or acquired, all loans, securities, financial assets, investment property, instruments, general intangibles, payment intangibles, accounts,
including deposit accounts, money, documents, agreements, investments and all other property and assets of any type or nature in which the Debtor has an interest (excluding the share capital of the Debtor), including without limitation, all of the Debtors assets and
property.
A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT WILL VIOLATE THE RIGHTS OF THE SECURED PARTY.
 5. ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR
 _____ 
CONSIGNEE/CONSIGNOR
 _____ 
BAILEE/BAILOR
 _____ 
SELLER/BUYER
 _____ 
AG. LIEN
 _____ 
NON-UCC FILING 6. ð This FINANCING STATEMENT is to be filed (for record) (or recorded in the 7. Check to REQUEST SEARCH REPORT(S) on All Debtors Debtor 1 Debtor 2
REAL ESTATE RECORDS. Attach addendum [if applicable] Debtor(s) [ADDITIONAL FEE] [optional]
 8. OPTIONAL FILE REFERENCE DATA
 FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT (FORM UCC 1) (REV. 07/29/98)




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##### 



UCC FINANCING STATEMENT ADDENDUM
FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
   9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT OR 9a. ORGANIZATIONS NAME NELNET SUPERCONDUIT FUNDING, LLC
 9b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME,SUFFIX 10. MISCELLANEOUS:
Addendum 1 of 1
 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one name (11a or 11b)  do not abbreviate or combine names
 OR 11a. ORGANIZATIONS NAME 11b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 11c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY 11d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any ORGANIZATION DEBTOR
 _____ 
NONE
   12. ADDITIONAL SECURED PARTYS or
 _____ 
ASSIGNOR S/PS NAME  insert only one name (12a or 12b)
 OR 12a. ORGANIZATIONS NAME THE BANK OF NEW YORK MELLON, as Conduit Lender Eligible Lender Trustee
 12b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX 12c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY 101 BARCLAY STREET, 4E
 _____ 
NEW YORK
 _____ 
NY 10286 USA
          13. This FINANCING STATEMENT covers timber to be cut or as-extracted 16. Additional collateral description:
collateral, or is filed as a ÿ fixture filing. 14. Description of real estate: 15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest): 17. Check only if applicable and check only one box.

Debtor is a Trust or Trustee acting with respect to property held in trust Decedents Estate
 18. Check only if applicable and checkonly one box.

Debtor is a TRANSMITTING UTILITY
Filed in connection with a Manufactured-Home Transaction  effective 30 years
Filed in connection with a Public-Finance Transaction  effective 30 years
 FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07/29/98)




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##### 



UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
  
A. NAME & PHONE OF CONTACT AT FILER [optional]
 | | | | | | | | | | | | | | | | | | |
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
Anne M. Gish, Esq.
Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202
1. DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (1a or 1b)  do not abbreviate or combine names
OR 1a. ORGANIZATIONS NAME
ZIONS FIRST NATIONAL BANK

1b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
1c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY
1001 17TH Street, Suite 1050 Denver
 _____ 
CO 80202 USA
          1d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #, if any
ORGANIZATION
 _____ 
National Banking Association
 _____ 
United States 4341 DEBTOR
 _____ 
NONE
  
2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one debtor name (2a or 2b)  do not abbreviate or combine names
OR 2a. ORGANIZATIONS NAME
NELNET SUPERCONDUIT FUNDING, LLC

2b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
2c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY
121 South 13th Street, Suite 201 Lincoln
 _____ 
NE 68508 USA
          2d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any
ORGANIZATION
 _____ 
Limited liability Company
 _____ 
Delaware 4669705 DEBTOR
 _____ 
NONE
  
3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNORS/P)  insert only
 _____ 
one secured party name (3a or 3b)

OR 3a. ORGANIZATIONS NAME
STRAIGHT-A FUNDING, LLC, as Conduit Lender

3b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
3c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTALCODE
 _____ 
COUNTRY
68 South Service Road
 _____ 
Melville
 _____ 
NY 11747 USA
          4. This FINANCING STATEMENT covers the following collateral: SEE ANNEX A ATTACHED HERETO AND MADE PART HEREOF AND INCORPORATED HEREIN BY REFERENCE.
THERE ARE THREE ADDITIONAL SHEETS PRESENTED, CONSISTING OF A ONE-PAGE ADDENDUM AND A TWO-PAGE ANNEX A.

5. ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR
 _____ 
CONSIGNEE/CONSIGNOR
 _____ 
BAILEE/BAILOR
 _____ 
SELLER/BUYER
 _____ 
AG. LIEN
 _____ 
NON-UCC FILING
6. ð This FINANCING STATEMENT is to be filed (for record) (or recorded in the 7. Check to REQUEST SEARCH REPORT(S) on All Debtors Debtor 1 Debtor 2
REAL ESTATE RECORDS. Attach addendum [if applicable] Debtor(s) [ADDITIONAL FEE] [optional]

8. OPTIONAL FILE REFERENCE DATA

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT (FORM UCC 1) (REV. 07/29/98)




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##### 



UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
   9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
OR 9a. ORGANIZATIONS NAME
ZIONS FIRST NATIONAL BANK

9b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME,SUFFIX
10. MISCELLANEOUS: Addendum 1 of 1.
The Trustee box in item 17 has been checked in connection with the debtor listed in item 1.
The debtor listed in item 1 above holds legal title, as eligible lender trustee, to certain collateral described on Annex A attached hereto. The additional debtor listed in item 2 above is
the settlor and the owner of the beneficial interest in the collateral described on Annex A attached hereto.
11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME  insert only one name (11a or 11b)  do not abbreviate or combine names

OR 11a. ORGANIZATIONS NAME
11b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
11c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY
11d. TAX ID #: SSN OR EIN
 _____ 
ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any
ORGANIZATION
DEBTOR
 _____ 
NONE
  
12. ADDITIONAL SECURED PARTYS or
 _____ 
ASSIGNOR S/PS NAME  insert only one name (12a or 12b)

OR 12a. ORGANIZATIONS NAME
THE BANK OF NEW YORK MELLON, as Conduit Lender Eligible Lender Trustee

12b. INDIVIDUALS LAST NAME
 _____ 
FIRST NAME
 _____ 
MIDDLE NAME
 _____ 
SUFFIX
12c. MAILING ADDRESS
 _____ 
CITY
 _____ 
STATE
 _____ 
POSTAL CODE
 _____ 
COUNTRY
101 Barclay Street, 4E
 _____ 
New York
 _____ 
NY 10286 USA
          13. This FINANCING STATEMENT covers timber to be cut or as-extracted 16. Additional collateral description: collateral, or is filed as a ÿ fixture filing.
14. Description of real estate: 15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest): 17. Check only if applicable and check only one box.

Debtor is a Trust or Trustee acting with respect to property held in trust Decedents Estate

18. Check only if applicable and checkonly one box.

Debtor is a TRANSMITTING UTILITY
Filed in connection with a Manufactured-Home Transaction  effective 30 years
Filed in connection with a Public-Finance Transaction  effective 30 years

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 07/29/98)




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##### 



Debtor
 Additional Debtor
 Secured Party
 Additional Secured Party
           Exhibit G-14




---



##### 



A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING STATEMENT
WILL VIOLATE THE RIGHTS OF THE CONDUIT LENDER AS SECURED PARTY.
  Exhibit G-15




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##### 



Exhibit H
 FORM OF
OFFICERS CERTIFICATE
REGARDING ORGANIZATION
 Funding Note Purchase Agreement
 Section 1(a)(iii) Appendix B
 1.
    
    I am a duly elected, qualified and acting officer of [NAME] (the Company), I am familiar
with the matters herein certified and I am authorized to execute and deliver this certificate.
 2.
    
    Attached as Schedule I hereto is a true and correct copy of the certificate of
[incorporation][partnership][formation] of the Company as in effect on the date hereof.
 3.
    
    Attached as Schedule II hereto is a true and correct copy of a certificate of good
standing1 of the Company issued on [DATE] by the [Secretary of State] of the State
of [ ].
 4.
    
    Attached as Schedule III hereto is a true and correct copy of the [bylaws][limited
partnership agreement][limited liability company agreement] of the Company as in effect on the
date hereof.
 5.
    
    Attached as Schedule IV hereto is a true and correct copy of duly and lawfully
adopted resolutions of the [ ] of the Company [adopted by unanimous written consent]
authorizing the Company to execute, deliver and perform each Transaction Document to which it
is party (the Resolutions). As of the date hereof, the Resolutions have not been amended,
altered or rescinded and are in full force and effect and no organizational action prohibiting
or conflicting with the transactions contemplated thereby has been taken by the Company.
 6.
    
    Attached as Schedule V hereto is an incumbency including the correct name and a
genuine specimen of the signature of each duly elected, qualified and acting officer of the
Company authorized to act on behalf of the Company in connection with the transactions
contemplated by the Resolutions.
  IN WITNESS WHEREOF
 By:
    
    Name:Title:
 
 1
    
    Certificate of good standing must be dated no more than
30 days prior (and with respect to the Eligible Lender Trustee, no more than 50
days prior, so long as a certificate of good standing is requested on the
Closing Date and delivered to the Department promptly upon receipt) to the date
of this Officers Certificate.  Exhibit H-1




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##### 



Exhibit I
 MATTERS TO BE ADDRESSED BY CLOSING DATE OPINIONS OF COUNSEL
 I.
    
    General corporate matters and enforceability
 Covered
Party
 A.
    
    Each Covered Party is a [corporation] [limited liability company] [other entity type] validly
existing and in good standing under the laws of the state in which it is organized and has
full [corporate] [limited liability] [other entity type] power and authority to execute,
deliver and perform all of its obligations under the Transaction Documents to which it is a
party and to consummate the transactions contemplated thereby.
 B.
    
    The execution and delivery by each Covered Party of the Transaction Documents to which each
is a party have been duly authorized by all necessary action on the part of such Covered
Party.
 C.
    
    Each of the Transaction Documents to which each Covered Party is a party has been duly
executed and delivered by and on behalf of such party and constitutes legal, valid and binding
obligations of such party, enforceable against such party in accordance with its terms.
 D.
    
    The execution and delivery by each Covered Party of the Transaction Documents to which it is
a party, and the consummation by each Covered Party of the transactions contemplated by such
Transaction Documents, will not violate any applicable
law1, statute or
governmental rule or regulation.
 E.
    
    The execution and delivery by each Covered Party of the Transaction Documents to which it is
a party does not, and the consummation by each Covered Party of the transactions contemplated
thereby will not, require any consent, authorization or approval of, the giving of notice to
or registration with any governmental entity or other Person, except such as may have been
made and such as may be required under the blue sky laws of any jurisdiction, the Higher
Education Act or the Uniform Commercial Code of any state.
 F.
    
    The execution and delivery by each Covered Party of the Transaction Documents to which it is
a party do not, and the consummation by each Covered Party of the transactions contemplated
thereby will not, (i) violate, or require the termination of, or require the approval or
consent of any person (other than such approvals or consents as have been obtained) under, the
terms of [any of the agreements identified in an exhibit to the opinion (which exhibit should
be certified by an officer of the applicable Covered Party as identifying all material
agreements relating to debt of such Covered Party)] [any material indenture, mortgage, deed of
trust, loan agreement, lease agreement or any other agreement to which such Covered Party is a
party or by which such Covered Party or any of its properties is bound], (ii) to the best of
our knowledge, result in, or require, the creation or imposition of any lien on such Covered
Partys properties except for the security interests expressly created pursuant to the
Transaction Documents and (iii) to the best of our knowledge, violate any order, writ,
judgment, award, injunction or decree of any court, administrative agency or other
governmental authority applicable to such Covered Party.
 II.
    
    Securities law matters
 A.
    
    The Agreement is not required to be qualified under the Trust Indenture Act of 1939, as
amended.
 B.
    
    Neither the Funding Note Issuer nor the Seller is now, or immediately following the
consummation of the transactions contemplated to occur on the date of this opinion under the
Transaction Documents will be, required to be registered under the Investment Company Act of
1940, as amended.
 III.
    
    Federal income tax matters
 
 1
    
    Applicable law here and in the remainder of this
Part I to include New York law and the law of the jurisdiction of
organization of each Covered Party.  Exhibit I-1




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##### 



A.
    
    For federal income tax purposes, to the effect that the Funding Note Issuer will not be
treated as an association (or publicly traded partnership) taxable as a corporation.
 IV.
    
    UCC
matters2
 A.
    
    To the extent the Student Loans constitute accounts, chattel paper, payment intangibles or
promissory notes under the New York UCC, the provisions of the Student Loan Purchase Agreement
and an appropriately completed bill of sale (each, a Bill of Sale) in the form
attached as Exhibit A to the Student Loan Purchase Agreement are effective under the
New York UCC to create in favor of Funding Note Issuer (and, solely in the case of legal title
thereto, Funding Note Issuers eligible lender trustee (Funding Note Issuer ELT)) a
security interest in Sellers (and, solely in the case of legal title thereto, Sellers
eligible lender trustee (Seller ELT)) rights in the Student Loans identified in such
Bill of Sale and in any identifiable proceeds thereof. To the extent the Student Loans are
instruments other than promissory notes under the New York UCC, then to the extent that the
transfers thereunder are, notwithstanding the stated intent of the parties therein,
recharacterized as loans to Seller by Funding Note Issuer secured by the Student Loans, then
the provisions of the Student Loan Purchase Agreement and an appropriately completed Bill of
Sale are effective to create, in favor of the Funding Note Issuer (and, solely in the case of
legal title thereto, the Funding Note Issuer ELT) a security interest in Sellers (and, solely
in the case of legal title thereto, the Seller ELTs) rights in the Student Loans identified
in such Bill of Sale. (We note that a security interest as defined in 1-201(37) of the New
York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and
promissory notes. We express no opinion as to whether Funding Note Issuers (or, solely in
the case of legal title thereto, the Funding Note Issuers ELTs) security interest would be
characterized as an ownership interest or solely as a collateral interest held to secure a
loan made to Seller.)
 B.
    
    The provisions of the Agreement are effective under the New York UCC to create in favor of
the Conduit Lender (and, solely in the case of legal title thereto, the Conduit Lender
Eligible Lender Trustee), a security interest in Funding Note Issuers (and, solely in the
case of legal title thereto, Funding Note Issuer ELTs) rights in all Student Loans in which
Funding Note Issuer and the Funding Note Issuers ELT has a security interest, as described in
paragraph IV.A. above (the Funding Note Issuer Student Loans).
 C.
    
    Under the New York UCC (including the choice of laws provisions thereof), while a debtor is
located in a jurisdiction, the local law of that jurisdiction governs the perfection by the
filing of a financing statement of a security interest in personal property that is accounts,
chattel paper, payment intangibles or instruments. Under the New York UCC (including the
choice of laws provisions thereof):
 1.
    
    Assuming the laws of the State of *[SELLERS STATE OF ORGANIZATION] require the
applicable government office to maintain a public record showing a
*[corporation]*[limited liability company]*[limited partnership] *[statutory trust] to
have been organized, and the Seller is organized solely under the laws of [SELLERS
STATE OF ORGANIZATION], Seller is located in [SELLERS STATE OF ORGANIZATION] and the
local law of that state governs perfection of a nonpossessory security interest in
Sellers rights in the Student Loans by the filing of financing statements.
  2.
    
    [use if Seller ELT is NOT a national bank and NOT a Federal Savings Bank]
Assuming the laws of the State of *[SELLER ELTS STATE OF ORGANIZATION] require the
applicable government office to maintain a public record showing a *[corporation]*[state
bank][trust company]* to have been organized and Seller ELT is organized solely under
the laws of [SELLERS STATE OF ORGANIZATION], Seller ELT is located in [SELLER ELTS
STATE OF ORGANIZATION] and the local law of that state governs perfection of a
nonpossessory security interest in Seller ELTs rights in the Student Loans by the
filing of financing statements.
 2.
    
    [use if Seller ELT is a national bank] Assuming that (i) Seller ELT is a national
banking association organized under the law of the United States and (ii) Seller ELTs
main office (as that term is used in Comptroller of the Currency Interpretive Letter
#913 dated August 3, 2001) is located in the State of *[location of main office], then
Seller ELT is located in the State of *[location of main office] and the local law of
that state governs perfection by the filing of a financing statement of a security
interest in Seller ELTs rights in the Student Loans by the filing of financing
statements.
 
 2
    
    To the extent there have been other transfers of the
Student Loans by Affiliated Prior Transferors on or prior to the date of
transfer to the Funding Note Issuer, those transfers should be similarly
covered by opinions as to the matters described in IV. F. and
G.  Exhibit I-2




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##### 



2.
    
    [use if Seller ELT is a Federal Savings Bank] Assuming that (i) the [Seller] ELT
is a federal saving bank organized under the law of the United States, (ii) its home
office (as that term is used in 12 C.F.R. 552.3) is in the State of *[location of
home office] and (iii) 12 C.F.R. 552.3 qualifies as a law of the United States
authoriz[ing] the registered organization ... to designate its State of location
within the meaning of Section 9-307(f)(2) of the *[law governing grant] UCC, then
[Seller] ELT is located in the State of *[location of home office] and the local law
of that state governs perfection by the filings of financing statements of a security
interest in Seller ELTs rights in the Student Loans.
 3.
    
    Assuming the laws of the State of Delaware require the applicable government
office to maintain a public record showing a limited liability company to have been
organized, and the Funding Note Issuer is organized solely under the laws of the State
of Delaware, Funding Note Issuer is located in Delaware and the local law of that
state governs perfection of a nonpossessory security interest in Funding Note Issuers
rights in Funding Note Issuer Student Loans by the filing of financing statements.
  4.
    
    [use if Funding Note Issuer ELT is NOT a national bank and not a Federal Savings
Bank] Assuming the laws of the State of *[FUNDING NOTE ISSUER ELTS STATE OF
ORGANIZATION] require the applicable government office to maintain a public record
showing a *[corporation]*[state bank][trust company]* to have been organized, Funding
Note Issuer ELT is located in [FUNDING NOTE ISSUER ELTS STATE OF ORGANIZATION] and
the local law of that state governs perfection of a nonpossessory security interest in
Funding Note Issuer ELTs rights in the Student Loans by the filing of financing
statements.
 4.
    
    [use if Funding Note Issuer ELT is a national bank] Assuming that (i) Funding
Note Issuer ELT is a national banking association organized under the law of the United
States and (ii) Funding Note Issuer ELTs main office (as that term is used in
Comptroller of the Currency Interpretive Letter #913 dated August 3, 2001) is located in
the State of *[location of main office], then Funding Note Issuer ELT is located in
the State of *[location of main office] and the local law of that state governs
perfection by the filing of a financing statement of a security interest in Funding Note
Issuer ELTs rights in the Student Loans by the filing of financing statements.
 4.
    
    [use if Funding Note Issuer ELT is a Federal Savings Bank] Assuming that (i) the
[Funding Note Issuer] ELT is a federal saving bank organized under the law of the United
States, (ii) its home office (as that term is used in 12 C.F.R. 552.3) is in the State
of *[location of home office] and (iii) 12 C.F.R. 552.3 qualifies as a law of the
United States authoriz[ing] the registered organization ... to designate its State of
location within the meaning of Section 9-307(f)(2) of the *[law governing grant] UCC,
then Funding Note Issuer ELT is located in the State of *[location of home office] and
the local law of that state governs perfection by the filings of financing statements of
a security interest in Funding Note Issuer ELTs rights in the Student Loans.
 D.
    
    When the Seller Financing Statement and the Seller ELT Financing Statement(s) are filed
(within the meaning of Section 9-516 of the applicable UCC) in the [Seller J/S] Filing Office
(in the case of the Seller Financing Statement) and the [ELT J/S] Filing Office (in the case
of the Seller ELT Financing Statement) under the provisions of (i) the
 _____ 
UCC and (ii) the
 _____ 

UCC, respectively, and, when Funding Note Issuer [and the Funding Note Issuers ELT] obtain[s]
a security interest in Student Loans and identifiable cash proceeds thereof as a result of the
delivery of an appropriately completed and executed Bill of Sale as contemplated by paragraph
IV.A. above, Funding Note Issuers [(and, solely with respect to legal title thereto, the
Funding Note Issuers ELT)] security interest in the Sellers (and, solely with respect to
legal title thereto, the Seller ELTs) rights in the Student Loans identified in such Bill of
Sale and any identifiable cash proceeds thereof will be perfected.
 E.
    
    When the Funding Note Issuer Financing Statement and the [Funding Note Issuer ELT Financing
Statement] are filed (within the meaning of Section 9-516 of the applicable UCC) in the
Delaware Filing Office (in the case of the Funding Note Issuer Financing Statement) [and the
[ELT J/S] Filing Office (in the case of the Funding Note Issuer ELT Financing Statement),
under the provisions of (i) the DE UCC and (ii) the
 _____ 
UCC, respectively,] and, when Funding
Note Issuer [(and, solely in the case of legal title thereto, Funding Note Issuers ELT)]
obtains a security interest in Student Loans and identifiable cash proceeds thereof as a
result of the delivery of an appropriately completed and executed Bill of Sale as contemplated
by paragraph IV.A. above, the Conduit Lenders and the Conduit Lender Eligible Lender
Trustees security interest in Funding Note Issuers [(and, solely in the case of legal title
thereto, Funding Note Issuer ELTs)] rights in the Student Loans identified in such Bill of
Sale and any identifiable cash proceeds thereof will be perfected.
    Exhibit I-3




---



##### 



F.
    
    Reports of searches of the UCC record (Search Reports) were requested using the
names of each of Seller and Funding Note Issuer (each, a Transferring Party) listed
on an exhibit to the opinion. We have reviewed the Search Reports (each as of the dates set
forth therein) and the Search Reports identify no secured party who has filed with the Search
Office a financing statement that (a) is effective as of the date of the Search Report, (b)
names a Transferring Party as debtor or seller and (c) indicates any Student Loan as
collateral that has not been released [EXCLUSION, IF NECESSARY, FOR STUDENT LOANS COVERED BY
LIENS BEING RELEASED AND LIENS OF AFFILIATED PRIOR TRANSFERORS].
 G.
    
    Pursuant to Sections 9-301 through 9-307 of the New York UCC and Section 9-705(c) of the UCC
now in effect in the applicable Transferring Partys location as set forth in paragraph IV.C
above, the Search Offices constitute all of the states in which searches must be made of
filings naming the applicable Transferring Party as debtor to determine whether a security
interest created by the applicable Transferring Party in such Student Loans has been perfected
by filing.
 V.
    
    Insolvency law
matters3
 
 3
    
    To the extent there have been other transfers of the
Student Loans by Affiliated Prior Transferors on or prior to the date of
transfer to the Funding Note Issuer, those transfers should be covered by
opinions to the effect that the Student Loans would not be property of the
bankruptcy estate of any affiliate of the Funding Note Issuer under
Section 541(a)(1) of the Bankruptcy Code and the bankruptcy court would not
substantively consolidate the assets and liabilities of the Funding Note Issuer
with any affiliate of the Funding Note Issuer. In delivering any opinion
described in the preceding sentence, counsel may rely on an officers
certificate as to appropriate factual matters, including the identification of
the relevant affiliates and Affiliated Prior Transferors.  Exhibit I-4




---



##### 



A.
    
    Unless Seller is a state agency or charitable organization exempt from being the subject of
an involuntary filing under the Bankruptcy Code (and which is otherwise is not transferring
its Student Loans to an SPV Funding Note Issuer):
 1.
    
    An opinion of counsel to Seller and Funding Note Issuer to the effect that, based
on the reasoning and subject to the assumptions, qualifications, exceptions and
limitations set forth in the opinion letter, in the event Seller became a debtor in a
case under the Bankruptcy Code, it is our opinion that in a properly presented and
decided case:
 (a)
    
    a court would determine that each transfer of the Student Loans
pursuant to the Student Loan Purchase Agreement constitutes a sale of such Student
Loans to Funding Note Issuer by Seller, and not a pledge or grant of security
interest to secure a loan, and, therefore (assuming no substantive consolidation
as addressed in paragraph B, below), (1) the Student Loans would not be property
of Sellers bankruptcy estate under Section 541(a)(1) of the Bankruptcy Code, and
(2) Section 362(a) of the Bankruptcy Code would not operate to stay payments by
any Servicer of collections on the Student Loans in accordance with the
Agreements; and
 (b)
    
    the bankruptcy court would not substantively consolidate the assets
and liabilities of Funding Note Issuer with those of Seller, the Sponsor, the
Master Servicer, the SPV Administrator or any Affiliated Servicer; and
 2.
    
    One or more opinions of Delaware counsel to Funding Note Issuer addressing rating
agency criteria relating to the use of Delaware limited liability companies as special
purpose
issuers.4.
 B.
    
    If Funding Note Issuer is a state agency or charitable organization exempt from being the
subject of an involuntary filing under the Bankruptcy Code (and is not transferring its
Student Loans to an SPV Funding Note Issuer), an opinion to the effect that the Funding Note
Issuer qualifies as either a municipality under Section 101(40) of the Bankruptcy Code or a
public-purpose entity that would not be deemed a moneyed, business[,] or commercial
corporation[s] under Section 303 of the Bankruptcy Code.
 
 4
    
    Such opinion may be omitted unless (a) the formation
documents of the Funding Note Issuer differ from the form limited liability
company agreement provided for Program Funding Note Issuers in any material
respect, (b) a change in applicable Delaware law has occurred since the date of
the last similar opinion regarding these matters that has been delivered for
Program Funding Note Issuers, (c) a similar opinion regarding this matter has
not been delivered for any Program Funding Note Issuer in the past six (6)
months or (d) any Rating Agency shall request such opinion.  Exhibit I-5




---



##### 



Exhibit J
 FORM OF CERTIFICATE OF CONDUIT
ADMINISTRATOR REGARDING TRUST ACCOUNTS
 Funding Note Purchase Agreement
 1.
    
    Account No. [_____], Funding Note Issuer Collection Account.2.
    
    Account No. [_____
], Reserve Account.3.
    
    Account No. [_____
], DOE Reserve Account.4.
    
    Account No. [_____
], Breakage Account.5.
    
    Account No. [_____
], Sold Loans Account.
 IN WITNESS WHEREOF
 The Bank of New York Mellon,
as Conduit AdministratorBy:Name:Title:
  Exhibit J-1




---



##### 



Exhibit K
 FORM OF
POWER OF ATTORNEY
 KNOW ALL PERSONS BY THESE PRESENTS   Principal Attorney Funding Note Purchase Agreement Student Loan Purchase Agreement 14 Attorney Attorneys Attorney Attorney Attorney Attorneys
 [FIRST:
    
    open mail for the Principal, and ask, demand, collect, give
acquittances and receipts for, take possession of, or endorse
and receive payment of, any checks, drafts, notes,
acceptances, or other instruments for the payment of moneys
due in respect of the Pledged Collateral;SECOND:
    
    to the extent related to the Pledged Collateral and the
transactions contemplated by the Transaction Documents, pay or
discharge any taxes, liens or other encumbrances levied or
placed on or threatened against the Principal or the Pledged
Collateral;THIRD:
    
    to the extent related to the Pledged Collateral and the
transactions contemplated by the Transaction Documents, defend
any suit, action or proceeding brought against the Principal
if the Principal does not defend such suit, action or
proceeding or if such Attorney reasonably believes that it is
not pursuing such defense in a manner that will maximize the
recovery to such Attorney, and settle, compromise or adjust
any suit, action, or proceeding described above and, in
connection therewith, give such discharges or releases as such
Attorney may deem appropriate;FOURTH:
    
    file or prosecute any claim, litigation, suit or proceeding in
any court of competent jurisdiction or before any arbitrator,
or take any other action otherwise deemed appropriate by such
Attorney for the purpose of collecting any and all such moneys
due in respect of the Pledged Collateral to the Principal
whenever payable and to enforce any other right in respect of
the Pledged Collateral;FIFTH:
    
    sell, transfer, pledge, make any agreement with respect to, or
otherwise deal with or dispose of the Pledged Collateral, and
execute all necessary or appropriate bills of sale,
assignments, endorsements and other instruments of conveyance
or transfer in connection therewith;SIXTH:
    
    give any necessary receipts or acquittance for amounts
collected or received under the Funding Note Purchase
Agreement;
 
 14
    
    Use the first bracketed alternative throughout the
form of this Exhibit K if Power of Attorney is being delivered by the Funding
Note Issuer. Use the second bracketed alternative throughout the form of this
Exhibit K if Power of Attorney is being delivered by the Seller.  Exhibit K-1




---



##### 



SEVENTH:
    
    send such notification forms as the Attorney deems appropriate
to give notice to Borrowers of the Conduit Lenders interest
in the Pledged Collateral;EIGHTH:
    
    sign any agreements, orders or other documents in connection
with or pursuant to any Transaction Document, in each case to
the extent permitted under the Funding Note Purchase
Agreement;NINTH:
    
    cause the certified public accountants then engaged by the
Principal to prepare and deliver to the Attorney at any time
and from time to time, promptly upon Attorneys request, any
reports required to be prepared by or on behalf of the
Principal under the Transaction Documents;]15TENTH:
    
    individually endorse or cause to be individually endorsed in
the name of the Principal any Student Loan (with respect to
Student Loans that are not evidenced by electronic Promissory
Notes),ELEVENTH:
    
    evidence the transfer of any Student Loan to the Department;TWELFTH:
    
    if the original Promissory Note evidencing a Student Loan
[pledged under the Funding Note Purchase Agreement] [sold
under the Student Loan Purchase Agreement] executed by the
Borrower has not been previously delivered to the Attorney, to
the extent needed in connection with an enforcement proceeding
with respect to such (unless such Student Loan was made on the
basis of a copy of the original Promissory Note), cause to be
transferred physical possession from the Principal to the
Attorney any Promissory Note and related Loan Documents
evidencing a Student Loan pledged to the Attorney (or the
related Servicer on its behalf) hereunder;THIRTEENTH:
    
    perform all other acts which the Attorney deems appropriate to
protect, preserve and realize upon the Student Loans [pledged
under the Funding Note Purchase Agreement] [sold under the
Student Loan Purchase Agreement], including, but not limited
to, the right to take possession of and endorse and collect
any checks, drafts, notes, acceptances or other instruments
for the payment of moneys due with respect to any Promissory
Note, complete blanks in documents, transfer servicing and
execute assignments and other instruments on behalf of the
Principal as its attorney in fact; andFOURTEENTH:
    
    do, at the Attorneys option and the Principals expense, at
any time or from time to time, all acts and other things that
the Attorney reasonably deems necessary to perfect, preserve
or realize upon the [Pledged Collateral] [Loans and Related
Security] and the security interest of the Conduit Lender
thereon (including without limitation the filing of UCC
financing statements and continuation statements), all as
fully and effectively as the Principal might do.
   
 15
    
    Clauses First through Ninth to be inserted only if
Power of Attorney relates to a Funding Note Issuer. If Power of Attorney
relates to a Seller, clauses Tenth through Fourteenth shall be re-numbered to
be clauses First through Fifth.  Exhibit K-2




---



##### 



IN WITNESS WHEREOF
 By:
    
    Name:Title:
  Exhibit K-3




---



##### 



ACKNOWLEDGMENT
 STATE OF [ ]
    
    
    ))
    
    
    ssCOUNTY OF [ ]
    
    
    )
 
 My commission expires:Notary Public
  Exhibit K-4




---



##### 



Exhibit L
 FORM OF NOTICE OF INTENT TO PARTICIPATE
[NOTICE OF INTENT TO PARTICIPATE THROUGH FFELP STUDENT LOAN CONDUIT]
  ffel.agreementprocess@ed.gov
 
 Re: Loan Purchase Commitment Program for Eligible FFELP Student Loans
  Lender SPV Department Conduit Federal Register Notice
  1.
    
    The Lender will continue to originate or acquire FFELP student loans made to
students and parents and to participate in the FFELP in accordance with the terms of the
Purchase Agreement entered into by the Lender with the SPV.
 2.
    
    The Lender warrants to the Conduit and to the Department that each representation
the Lender makes regarding a loan it sells to the SPV will be true and correct at the
time of sale to the SPV.
 3.
    
    The Lender will be bound by the indemnification and recourse provisions included
in the Purchase Agreement.
       Exhibit L-1




---



##### 



[Lender Name And Lender ID Number][ELT Name Or Beneficial Holder Name, If Any, And LIDs][Street Address]
[City], [State] [Zip]
Attention Of: [Name], [Title]
By Phone  [XXX-XXX-XXXX]
By Fax  [XXX-XXX-XXXX]
By E-mail  [email address][NAME OF ENTITY]By:
    
    Name:Title:[SPV Name and Name of ELT for SPV]
[Street Address]
[City], [State] [Zip]
Attention Of: [Name], [Title]
By Phone  [XXX-XXX-XXXX]
By Fax  [XXX-XXX-XXXX]
By E-mail  [email address][NAME OF ENTITY]By:
    
    Name:Title:
     Exhibit L-2




---



##### 



Exhibit M
 FORM OF
SERVICING AGREEMENT 16
 Agreement Servicing Agreement Funding Note
Issuer Eligible
Lender Trustee 17 Servicer 18 Conduit Administrator Conduit Lender Master Servicer
 W I T N E S S E T H
 WHEREAS Conduit Administrator Conduit
Lender 19 20 SPV Administrator Funding Note Purchase Agreement
 WHEREAS 21 Supplemental Servicing Agreement Annex A 22
 WHEREAS 23 24 [ ]]25,
 NOW, THEREFORE
 ARTICLE I
SERVICES
 Definitions
 
 16
    
    If a subcustodian does not otherwise service student
loans, a modified Servicing Agreement will be required. The modified form will
be available upon request.17
    
    Eligible Lender Trustee, Conduit Administrator and
Conduit Lender will not be parties to Servicing Agreements between a Master
Servicer and a subservicer.18
    
    Insert for Servicing Agreement appointing a
subservicer.19
    
    Insert for Servicing Agreement appointing a subservicer.20
    
    Insert for Servicing Agreement appointing a Master Servicer.21
    
    Insert description of any additional servicing
agreement that will govern servicing of the Financed Student Loans. The
referenced agreement may be an existing servicing agreement entered into prior
to the Funding Note Purchase Agreement or a supplemental servicing agreement
entered into in connection with the Funding Note Purchase Agreement. Such
agreement may not purport to supersede the terms of this Agreement.22
    
    If Servicing Agreement relates to servicing by the
Master Servicer, references to Servicer should be globally changed to Master
Servicer.23
    
    Insert for Servicing Agreement appointing the Master Servicer.24
    
    Insert for Servicing Agreement appointing subservicer.25
    
    Insert if less than all Financed Student Loans will be
serviced by the Servicer. Language may be modified as necessary to identify
relevant Serviced Loans.  Exhibit M-1




---



##### 



Loans to be Serviced; Servicing of Student Loans 26 Serviced Loans
 27 28 nd nd provided Section 1.03(c 29
 Third-Party Beneficiaries
 Sale of a Loan to the Department
 clause (d) Section 1.4 Deconversion
Costs
 clause (a)
 provided however
 however Section 1.05(c)(viii)
 
 26
    
    Insert if less than all Financed Student Loans will be
serviced by the Servicer. Language may be modified as necessary to identify
relevant Serviced Loans.27
    
    Insert bracketed text if monthly deposits are not
permitted pursuant to Section 1.05(a) of the Funding Note Purchase Agreement.28
    
    Use bracketed text if Affiliated Servicer is permitted
to make monthly deposits to the Funding Note Issuer Collection Account pursuant
to Section 1.05(a) of the Funding Note Purchase Agreement.29
    
    Use bracketed text if Affiliated Servicer is permitted
to make monthly deposits to the Funding Note Issuer Collection Account pursuant
to Section 1.05(a) of the Funding Note Purchase Agreement.  Exhibit M-2




---



##### 



Cooperation With Inspections
 Reporting Requirements
 Exhibit D Notice of Delinquency Delinquent Loan
 Section 1.03(c Section 6.03
 clause (x) subsection (i) Section 1.03(c)(i) th clause (x) subsection (i) th clause (x) subsection (i)
 clause (x) subsection (ii) Section
1.03(c)(ii) th clause (x) subsection
(ii) th clause (x) subsection (ii)
 clause (x) subsection (iii) Section 1.03(c)(iii) th clause (x) subsection (iii) th clause (x) subsection
(iii)
 th
 clause (x) subsection (v) Section 6.02(b) th clause
(x) subsection (v) th clause (x) subsection (v)
 th Exhibit A th
  Exhibit M-3




---



##### 



Exhibit B th
   nd
 Duties as Subcustodian 30 31 Exhibit C
 Appointment of Subservicer
 Supplemental Servicing Agreement provided Parties.]32 33
 Non-Petition
 
 30
    
    Use bracketed text if Servicing Agreement is for the
Master Servicer.31
    
    Use bracketed text if Servicing Agreement is between
Master Servicer and a subservicer.32
    
    Use bracketed text if Servicing Agreement is between
Master Servicer and a subservicer.33
    
    Representation must be included if the Supplemental
Servicing Agreement has not been approved by the Department.  Exhibit M-4




---



##### 



Servicing Fees 34
 Indemnity; ]Repurchase Obligations
 Servicer Indemnified Amounts
     35
 Sections 1.6(a) and (b)
 Section 1.12 th
 ARTICLE II
MISCELLANEOUS
 Notices
 
 34
    
    Use bracketed text if Servicing Agreement is between
Master Servicer and a subservicer.35
    
    Use bracketed text if Servicing Agreement is between
Master Servicer and a subservicer. To be [Reserved] if Servicing Agreement
is between Funding Note Issuer and Master Servicer.  Exhibit M-5




---



##### 



Waiver 36
 Successors
 Governing Law
 Waiver of Jury Trial
 Section Title
 Entire Agreement 37
 Modification provided provided Section 2.8 38
 Severability
 [Limitation of Liability 39
 
 36
    
    Insert for servicing agreement appointing Master Servicer.37
    
    Insert for servicing agreement appointing Master Servicer.38
    
    May be modified to delete reference to any rating
agency that is not a Rating Agency for the Funding Note.39
    
    Use bracketed text if Servicing Agreement is for the
Master Servicer.  Exhibit M-6




---



##### 



IN WITNESS WHEREOF
 [_____________], as Funding Note IssuerBy:Title:[[_____________], as ServicerBy:Title:
    
    
    ]40[_____________], as Master ServicerBy:Title:[[[_____________], as Eligible Lender TrusteeBy:]Title:
    
    
    ]The Bank of New York Mellon, as Conduit AdministratorBy:Title:Straight-A Funding , LLC, as Conduit LenderBy: BMO Capital Markets Corp., not in its
individual capacity but solely in its capacity
as ManagerBy:Title:
    
    
    ]41
 
 40
    
    Insert for Servicing Agreement appointing Subservicer.41
    
    Insert for Servicing Agreement appointing the Master Servicer.  Exhibit M-7




---



##### 



EXHIBIT A
 FORM OF MONTHLY SERVICER REPORT
 [FUNDING NOTE ISSUER]
Monthly Report
  Specific Loan Level Information
 Accrued Department Payments
 Detail of Monthly Servicing Fees 42
 Monthly Remittance Condition 43
  [SERVICER]Signature:Name:Title:
  42
    
    Servicer to provide information as to the calculation
of the Monthly Servicing Fee.43
    
    Bracketed text to be included in Monthly Reports for
Master Servicers.  Exhibit M-8




---



##### 



SCHEDULE I
  Header Record
 Field
    
    Field Name
    
    Data Type
    
    Detail0
    
    RecordTypeIndicator
    
    X(001)
    
    Yes; H = Header Record1
    
    BatchID
    
    9(003)
    
    Yes; Unique to each
transmission. The
first batch would be
001.2
    
    CustodianIDNumber(LID/RID)
    
    X(008)
    
    Yes3
    
    ServicerID (LID/RID)
    
    X(008)
    
    Yes4
    
    PCFundingRequest
    
    9(08).99
    
    Fill with 05
    
    CashCollections
    
    9(012).99
    
    Yes, even if zero.
Example: $1,233.55
would be submitted as
000000001233.556
    
    FileCreationDate
    
    9(008)
    
    Yes; CCYYMMDD7
    
    RecordCount
    
    9(007)
    
    Yes
 Loan Level Detailed Record
 Field
    
    Field Name
    
    Data Type
    
    Detail0
    
    RecordTypeIndicator
    
    X(001)
    
    Yes; L = Loan Level Detail1
    
    LoanNumber
    
    X(019)
    
    Yes2
    
    DataFlag
    
    X(001)
    
    Yes; See Table (1)3
    
    SSN
    
    9(009)
    
    Yes4
    
    BirthDate
    
    9(008)
    
    Yes; CCYYMMDD [Must be 8 digits]5
    
    LastName
    
    X(035)
    
    Yes6
    
    FirstName
    
    X(020)
    
    Yes7
    
    PLUS/AlternativeSSN
    
    9(009)
    
    Yes, if this is a PLUS loan. Otherwise fill with zeroes.8
    
    PLUS/AlternativeBirthDate
    
    9(008)
    
    Yes, if this is a PLUS loan (CCYYMMDD), otherwise, fill with
zeroes.9
    
    PLUS/AlternativeStudentLastName
    
    X(035)
    
    Yes, if this is a PLUS loan. Otherwise leave blank.10
    
    PLUS/AlternativeStudentFirstName
    
    X(020)
    
    Yes, if this is a PLUS loan. Otherwise leave blank.11
    
    SchoolID
    
    9(008)
    
    Yes12
    
    GuarantyAgencyCode
    
    9(003)
    
    Yes13
    
    GuarantyDate
    
    9(008)
    
    Yes; CCYYMMDD [Must be 8 digits]14
    
    TotalNumberOfScheduledDisbursements
    
    9(002)
    
    Yes15
    
    FirstDisbursementDate
    
    9(008)
    
    Yes; CCYYMMDD [Must be 8 digits]16
    
    MostRecentDisbursementDate
    
    9(008)
    
    Yes; CCYYMMDD [Must be 8 digits]17
    
    DisbursementNumber
    
    9(002)
    
    Yes, if requesting funding with this submission.18
    
    DisbursementAmount
    
    9(05).99
    
    Yes, if requesting funding with this submission. Maximum
amount is 99999.99 (Field length of 8)19
    
    AnticipatedFinalDisbursementDate
    
    9(008)
    
    Yes; CCYYMMDD [Must be 8 digits]20
    
    LoanType
    
    X(002)
    
    Yes; See Table (2)21
    
    OriginalLenderID(LID/RID)
    
    X(008)
    
    Yes22
    
    SponsorID(LID/RID)
    
    X(008)
    
    Yes23
    
    OriginalLoanAmount
    
    9(012).99
    
    Yes24
    
    ActualInterestRate
    
    9(001).99999
    
    Yes; Example: 6.8% should be submitted as 0.0680025
    
    OutstandingPrincipalBalance
    
    9(012).99
    
    Yes26
    
    OutstandingInterestBalance
    
    9(012).99
    
    Yes27
    
    LoanPeriodBeginDate
    
    9(008)
    
    Yes; CCYYMMDD28
    
    LoanStatus
    
    X(002)
    
    School, Grace, Deferment, Repayment, Forbearance, Claim
Pending, Claim Rejected
  Exhibit M-9




---



##### 



Field
    
    Field Name
    
    Data Type
    
    Detail29
    
    ReductionAmountSchool
    
    9(012).99
    
    Yes. Report cash collections for reductions as a positive
number. Only reversals should be reported as a negative
number.30
    
    ReductionReasonCodeSchool
    
    X(002)
    
    Yes, if the Participation Certificate balance has been
reduced for this loan. See Table (3)31
    
    GuarantyAgencyClaims
    
    9(012).99
    
    Yes, if there are GA claims. Report cash collections for
claims as a positive number. Only reversals should be
submitted as a negative number.32
    
    ReductionReasonCodeGA
    
    X(002)
    
    Yes, if the Participation Certificate balance has been
reduced for this loan. See Table (4)33
    
    DateLoanRemovedFromPC
    
    9(008)
    
    Yes, if the loan has or is being removed from the corpus of
the Participation Certificate. CCYYMMDD34
    
    LoanProceeds
    
    9(012).99
    
    Yes, if funds are being returned. Report cash collections
for proceeds as a positive number. Only reversals should be
submitted as a negative number.35
    
    LoanPutToDepartment
    
    9(012).99
    
    Yes, if loans are sold to the Department under the Put
Option. Report Put amount as a positive number. Only
reversals should be submitted as a negative number.36
    
    BorrowerPrincipalCollection
    
    9(012).99
    
    Yes, if the borrower has made principal payments. Report
collection amount as a positive number. Only reversals should
be submitted as a negative number.37
    
    BorrowerInterestCollection
    
    9(012).99
    
    Yes, if the borrower has made interest payments. Report
collection amount as a positive number. Only reversals
should be submitted as a negative number.38
    
    OtherCash
    
    9(012).99
    
    Yes, if there are adjustments. Provide a brief explanation
in Field 43.39
    
    Lienholder
    
    X(001)
    
    Yes. See Table (5)40
    
    OtherCashExplanation
    
    X(015)
    
    If amount reported in Field #41, provide a brief explanation
here.41
    
    Accrued Interest to be Capitalized
    
    9(012).99
    
    Unsubsidized Interest Accrued to be capitalized into
principal in the future42
    
    Repayment Status
    
    X(020)
    
    School, Grace, Deferment, Repayment, Forbearance, Claim
Pending, Claim Rejected43
    
    Day of Delinquency
    
    9(003)
    
    # of days past the loans due date44
    
    Put Agreement Ineligible Borrower Benefit Flag
    
    X(001)
    
    Y/N; Return Y if the benefit doesnt conform to the
definition of Eligible Borrower Benefit on the Grant Date45
    
    ACH Reduction Benefit Code
    
    9(004)
    
    Benefit code that would be used in a conversion file for a put46
    
    Benefit % reduction for ACH
    
    9(001).99
    
    interest reduction % of the benefit47
    
    Borrower Benefit Eligibility Flag
    
    X(001)
    
    Y If the borrower is still eligible for benefits  if they
have gone delinquent for example and have lost the ability to
receive the ACH benefit return 0, if they are eligible for
the benefit but have not had enough payments to receive the
benefit yet, return Y.48
    
    Max Cash Back Benefit Payable
    
    9(005).99
    
    Maximum $ amount that would be due to borrower in the
future for a cash back benefit. If amount was paid to
borrower already, display 0. This field will be used to
calculate the monthly Excluded Benefit Account Requirement
and release for the waterfall49
    
    FNI Indicator
    
    X(008)
    
    text or number that uniquely identifies an SPV on the loan
servicing system50
    
    Remaining Months to Maturity
    
    9(003)
    
    # of months from month end date through loan maturity date51
    
    Put Price
    
    9(003)
    
    97% or 100% based on the Put Price definition52
    
    # of days to Day 210 Delinquent
    
    9(003)
    
    count the # of days until 210 days past due from the month
end date53
    
    School Type
    
    X(009)
    
    Four Year, Two Year, Proprietary/Vocational, Other
  Exhibit M-10




---



##### 



Data Flag
    
    CodeNew Loan
    
    
    NUpdated
Loan: New or additional information from prior Loan Schedule submission (e.g., increases in accrued
interest, changes to borrower information (such as name
change) or change in terms (such as reallocation between
subsidized and unsubsidized))
    
    
    UNo change to this loan for this report
    
    
    I
 
 Loan Type
    
    CodeFFEL Stafford Subsidized Loan
    
    SFFFEL Stafford Unsubsidized Loan
    
    SUPLUS Loan  Parent
    
    PLPLUS Loan  Graduate/Professional
    
    GB
 
 Reduction Reason Code School
    
    CodeCancellation
    
    CASchool Refund
    
    RF
  Exhibit M-11




---



##### 



Reduction Reason Code GA
    
    CodeGA Claim for Bankruptcy
    
    BKGA Claim for Closed School/False Certification
    
    FCGA Claim for Death
    
    DEGA Claim for Disability
    
    DIGA Claim for Discharged or Forgiven
    
    DHGA Claim for Unpaid Refund
    
    URGuaranty Fee Reimbursement
    
    GF
 
 Lienholder
    
    CodeIf the Eligible Loan is subject to a lien due to financing
    
    
    YIf the Eligible Loan is not subject to a lien
    
    
    N
 
 School Type
    
    CodeFour Year
    
    
    4Y2Y Year
    
    
    2NProprietary
    
    PPVocational
    
    VCOther
    
    OT
  Exhibit M-12




---



##### 



SCHEDULE II
 Field
    
    Field Name
    
    Data Type
    
    Detail1
    
    CustodianIDNumber(LID/RID) (FNI)
    
    X(008)
    
    Yes2
    
    ServicerID (LID/RID)  (Servicer)
    
    X(008)
    
    Yes3
    
    Accrued DOE Interest Subsidy Payment
    
    9(012).99
    
    Accrued interest benefit due from the DOE4
    
    Accrued positive DOE Special Allowance
    
    9(012).99
    
    If (CP index + applicable SAP margin) > Borrower Rate, then (CP index + Applicable SAP margin ) x Avg Principal
Balance. If < borrower rate, then 0.5
    
    Accrued DOE Excess Interest
    
    9(012).99
    
    (Borrower Rate  (CP + Applicable SAP margin)) x Avg Principal Balance if value is positive, if negative display 0.
  Exhibit M-13




---



##### 



EXHIBIT B
 FORM OF ANNUAL STATEMENT OF COMPLIANCE
  
 
 StraightA.funding@bmo.com
 44 [Master] Servicer   Servicing Agreement   45  46
 1.
    
    A review of the activities of the [Master] Servicer as they relate to the
Servicing Agreement, and of the [Master] Servicers performance under the Servicing
Agreement, for the period from [] through []47has been made
under my supervision.
 2.
    
    To the best of my knowledge, based on such review, the [Master] Servicer has
fulfilled all of its obligations in all material respects under the Servicing Agreement
throughout the period from [] through []48.
  [MASTER] SERVICER, as [Master] ServicerBy:Name:Title:
 
 44
    
    Use Master Servicer configuration throughout if
Servicing Agreement is for Master Servicer.45
    
    Use bracketed text if Servicing Agreement is for
Master Servicer.46
    
    Use bracketed text if Servicing Agreement is not for
Master Servicer.47
    
    This date should be the end of the fiscal year for the
servicer.48
    
    This date should be the end of the fiscal year for the
servicer.  Exhibit M-14




---



##### 



EXHIBIT C
 FORM OF SERVICER CERTIFICATION
 TO:
    
    The Bank of New York Mellon, as Conduit AdministratorFROM:
    
    [], as Servicer[DATE]
 49   50 Servicing Agreement
 Section 1.7
 Section 1.7
   
 49
    
    Use bracketed text if Servicing Agreement is for
Master Servicer.50
    
    Use bracketed text if Servicing Agreement is not for
Master Servicer.  Exhibit M-15




---



##### 



IN WITNESS WHEREOF
   By:Name:Title:
  Exhibit M-16




---



##### 



EXHIBIT D
 FORM OF NOTICE OF DELINQUENCY
 51
  52   53 Servicing Agreement
 Section 1.6 54
   
 51
    
    Notice of Delinquency may be delivered to the Conduit
Administrator via posting to a secured website to be established and maintained
by the Conduit Administrator.52
    
    Use bracketed text if Servicing Agreement is for
Master Servicer.53
    
    Use bracketed text if Servicing Agreement is not for
Master Servicer.54
    
    Schedule I shall be an electronic file and shall
include, for each relevant Student Loan, the borrower name, loan identification
number, principal balance outstanding, accrued interest outstanding, loan type
and other additional information required by the Department in relation to the
Department Put Agreement.  Exhibit M-17




---



##### 



IN WITNESS WHEREOF
   By:Name:Title:
  Exhibit M-18




---



##### 



Schedule I
  DataField
    
    Field Name
    
    Type
    
    Detail1
    
    FNI IDNumber(LID/RID)
    
    X(008)
    
    Yes2
    
    ServicerID (LID/RID)
    
    X(008)
    
    Yes3
    
    SponsorID(LID/RID)
    
    X(008)
    
    Yes; Selling Lender ID4
    
    LoanType
    
    X(002)
    
    Yes; See Table (2)5
    
    OutstandingPrincipalBalance
    
    9(012).99
    
    Yes6
    
    LoanNumber
    
    X(019)
    
    Yes; CommonLine Unique ID &Sequence Number or NSLDS ID?7
    
    OutstandingInterestBalance
    
    9(012).99
    
    Yes8
    
    Delinquency Date
    
    9(008)
    
    Yes; CCYYMMDD [Must be 8 digits]9
    
    Day of Delinquency
    
    9(003)
    
    # of days past the loans due date10
    
    OutstandingGovt InterestBalance
    
    9(012).99
    
    Yes
  Exhibit M-19




---



##### 



Exhibit N
 FORM OF
TRUST RECEIPT
  Section 4(c) Appendix B
    Exhibit N- 1




---



##### 



IN WITNESS WHEREOF
 
 By:Name:Title:
  Exhibit N- 2




---



##### 



Exhibit O
 FORM OF ANNUAL STATEMENT OF COMPLIANCE
  
 StraightA.funding@bmo.com
 Funding Note Issuer SPV Administrator Funding Note Purchase Agreement
 1.
    
    A review of the activities of the Funding Note Issuer as they relate to the
Transaction Documents (as defined in the Funding Note Purchase Agreement), and of the
Funding Note Issuers performance under the Transaction Documents, for the period from
January 1 through December 31 has been made under my supervision.
 2.
    
    To the best of my knowledge, based on such review, the Funding Note Issuer has
fulfilled all of its obligations in all material respects under the Transaction
Documents throughout the period from January 1 through December 31.
  NELNET SUPERCONDUIT FUNDING, LLC, as Funding Note IssuerBy: NATIONAL EDUCATION LOAN NETWORK, INC., as SPV
AdministratorBy:Name:Title:
  Exhibit O-1




---



##### 



Exhibit P
 FORM OF NOTICE OF DISPOSITION
   [ Include only if debtor(s) are not an addressee ]
 [For a public disposition.]
 [ describe collateral ] [ to the highest qualified bidder ]
 Day and Date:Place:
 [ for a charge of $  ]. [ telephone number ]
 [For a private disposition]
 [ describe collateral ] [ day and date ]
 [ for a charge of $  ]. [ telephone number ]
  Exhibt P-1




---



##### 



Exhibit Q
 FORM OF
ADVANCE CONFIRMATION
  StraightA.funding@bmo.com
 Advance Confirmation
 Funding Note Purchase Agreement
 Section 1.02
 Advance Date1Cut-off Date (if Advance Date is a Grant Date)2Advance Amount3
    
    $Total Funding Note Balance after giving effect to the requested Advance
    
    $Collateral Value of Student Loans to be pledged on Advance Date (if any)
    
    $Total Collateral Value of Financed Student Loans after giving effect to the requested Advance
    
    $Asset Coverage Ratio after Advance
    
    %Calculation of Reserve Account Specified BalanceBalance on deposit in Reserve Account before requested Advance
    
    $
 
 1
    
    The Advance Date will be the Expected Funding Date
scheduled by the Manager in accordance with the Funding Allocation Procedures.2
    
    Cut-off Date will be selected by the Funding Note
Issuer and will be the date as of which the Principal Balance of Student Loans
is determined for purposes of the Loan Transmittal Summary Form.3
    
    The Advance Amount will equal the Allocation Amount
for such Advance Date.  Exhibit Q-1




---



##### 



Reserve Account Specified Balance after requested Advance4
    
$Shortfall of Reserve Account to be deposited to the Reserve Account on the Advance Date
    
$The SPV Administrator, on behalf of the Funding Note Issuer, directs the proceeds of 
such Advance
to be distributed as follows:5:A.
    
    Advance Amount
    
$B.
    
    Minusrequired deposit to the Reserve Account (Account Number: [])
    
$(
    
)C.
    
    Minusreimbursement of the Transaction Costs relating to such Advance to be deposited to Account Number: []6
    
$D.
    
    MinusStartup Costs Allocation payable to the Startup Cost Account
    
$(
    
)E.
    
    Minusrequired deposit to the DOE Reserve Account (Account Number: [])
    
$(
    
)F.
    
    Minusrequired deposit to the Excluded Borrower Benefits Account (Account Number: [])
    
$(
    
)G.
    
    Net Cash Advance Amount7
    
$H.
    
    Plusreturn of cash collateral from the Breakage Account (Account Number: [])

    
$I.
    
    Total cash to be deposited to Account Number: []8

    
$
  1.
    
    The representations and warranties contained in Appendix C of the Funding Note
Purchase Agreement will be correct on and as of the Advance Date as though made on and as of
the Advance Date, both before and after giving effect to the Advance (or, to the extent such
representations and warranties speak as of a specific date, were true and correct on and as of
such date).2.
    
    No event has occurred and is continuing, or would result from the Advance, which constitutes
(1) an Event of Default, (2) a Servicer Default, (3) a Potential Event of Default or (4) a
default under Section 1.03(c) of the Funding Note Purchase Agreement.3.
    
    There has occurred no event which could reasonably be determined to have a Material Adverse
Effect with respect to the Funding Note Issuer.
 
 4
    
    Calculation should match the definition of Reserve
Account Specified Balance in the Reserve and Portfolio Criteria Supplement.5
    
    Complete wire instructions including Account Number,
ABA # and Reference should be inserted for each item to be disbursed in
relation to the Advance.6
    
    Pursuant to Section 12.08, properly invoiced
Transaction Costs to be paid according to the instructions.7
    
    Equals the Sum of items A through F.8
    
    Equals the Sum of items G and H.  Exhibit Q-2




---



##### 



4.
    
    No law or regulation prohibits, and no order, judgment or decree of any Official Body
prohibits or enjoins, the making of the Advance in accordance with provisions this Funding
Request and the Funding Note Purchase Agreement.5.
    
    The amount of money equal to any shortfall in the Reserve Account Specified Balance on the
Advance Date will be deposited into the Reserve Account on the Advance Date from the proceeds
of the Advance.6.
    
    All covenants and agreements contained in the Transaction Documents, including, without
limitation, the delivery of all reports required to be delivered thereunder, have been
complied with by the Funding Note Issuer, subject to any applicable grace periods or waivers
granted.7.
    
    After giving effect to the Advance, the Asset Coverage Ratio is greater than or equal to the
Minimum Asset Coverage Ratio.8.
    
    There are no amounts due and payable by any Transaction Party to any Affected Party that are
unpaid as of the Advance Date.9.
    
    The Final Maturity Date will not have occurred as of the Advance Date.10.
    
    No suit, action or other proceeding, investigation or injunction, or final judgment relating
thereto, is pending or threatened before any court or governmental agency, seeking to restrain
or prohibit or to obtain damages or other relief in connection with any of the Transaction
Documents or the consummation of the transactions contemplated thereby.11.
    
    The Funding Note Issuer shall either (A) not be a Ten Percent Obligor (as defined in Rule
2a-7(c)(4)(ii)(D)(1)(i) promulgated under the Investment Company Act) or (B) qualify as a
Restricted Special Purpose Entity (as defined in Rule 2a-7(c)(4)(ii)(D)(2) promulgated under
the Investment Company Act).12.
    
    No statute, rule, regulation or order has been enacted, entered or deemed applicable by any
government or governmental or administrative agency or court that would make the transactions
contemplated by any of the Transaction Documents illegal or otherwise prevent the consummation
thereof.13.
    
    Each Rating Agency has delivered a rating letter indicating the initial rating of the Funding
Notes to be AAA or its equivalent and no Rating Agency shall have withdrawn the rating of
the Funding Note or lowered the rating of the Funding Note to below AAA or its equivalent.14.
    
    All conditions precedent set forth in Appendix B of the Funding Note Purchase Agreement have
been satisfied.[15.
    
    The Funding Note Issuer has posted cash collateral to the Breakage Account in an amount equal
to 0.50% of the Advance Amount indicated on the previous page.]9
  
 9
    
    Required if the aggregate of the Funding Note Balance
and the funding note balances (including capitalized ratable financing costs)
of all funding notes issued by Program Funding Note Issuers that are Affiliates
of the Funding Note Issuer is less than $5 billion on the date of the Advance
Confirmation.  Exhibit Q-3




---



##### 



IN WITNESS WHEREOF
 
 ByName:Title:
  Exhibit Q-4




---



##### 



Exhibit R
 FORM OF
SECURITY RELEASE CERTIFICATION 1
 
 2
 
 
 
 
 Re:
    
    [Description of Agreement Creating Lien], dated as of
[]
[], 20[] (as amended or modified from time to time, the
Existing Financing Agreement), among [[SELLER] (the Debtor)],
[LENDER 1] [and [LENDER 2]] ([each] [the] Existing Secured Party),
[[AGENT] (the Agent)] and [OTHER PARTIES]
  Payoff Date   Payoff Amount
  
 1
    
    Form contemplates that a payment will be made to the
Secured Party on the Grant Date. If no such payment will be made, only the
release in Annex A to this Exhibit R should be executed.2
    
    Omit Seller as an addressee of Security Release
Certification if such Security Release Certification relates to an Eligible
Direct Issuer.  Exhibit R-1




---



##### 



Payoff
Amount
   3
 Bank:
    
    []ABA#:
    
    []Account #:
    
    []
   
 3
    
    Insert additional accounts as necessary.  Exhibit R-2




---



##### 



Very truly yours,[],as Existing Secured Party4By:By:Name:Title:
 Accepted and Agreed to:[], 
as the DebtorBy:Name:Title:NELNET SUPERCONDUIT FUNDING, LLC,as Funding Note IssuerBy:Name:Title:
    
    
    5STRAIGHT-A FUNDING, LLC, as Conduit LenderBy: BMO Capital Markets Corp., not in its individual capacity but solely in its capacity as ManagerBy:Name:Title:
 
 4
    
    Add additional signature blocks for multiple Secured
Parties.5
    
    Omit if Funding Note Issuer is the Debtor.  Exhibit R-3




---



##### 



ANNEX A
 RELEASE
 
  
 
 
 6
 
 
 
 
 Security Release
Certification   Existing Secured Party Released
Property
 Debtor Loans
  Related Security
  
 6
    
    Omit Seller as an addressee of the Release if such
Release relates to an Eligible Direct Issuer.  Exhibit R-4




---



##### 



7
 
 7
    
    Use this paragraph only if the financing statements
evidencing the security interest in favor of the Existing Secured Part[y] [ies]
list particular loans or refer to all loans or all assets of the Debtor.  Exhibit R-5




---



##### 



Very truly yours,
[],
as Existing Secured Party8By:By:Name:Title:
 Accepted and Agreed to:[],
as the DebtorBy:Name:Title:NELNET SUPERCONDUIT FUNDING, LLC,
as Funding Note IssuerBy:Name:Title:
    
    
    9STRAIGHT-A FUNDING, LLC, as Conduit LenderBy: BMO Capital Markets Corp., not in its individual capacity
but solely in its capacity as ManagerBy:Name:Title:
 
 8
    
    Add additional signature blocks for multiple Secured
Parties.9
    
    Omit if Funding Note Issuer is the Debtor.  Exhibit R-6




---



##### 



SCHEDULE 1
 IDENTIFICATION OF LOANS
  Exhibit R-7




---



##### 



Exhibit S
 FORM OF
LOAN DESIGNATION NOTICE
 
 
 Designation of Financed Student Loans
 Funding Note Purchase Agreement
   1
  2 3
  1.
    
    The Collateral Value of the Student Loans Granted to the Conduit Lender on the Grant Date is
$, and the Asset Coverage Ratio after giving effect to such Grant and, if
applicable, any Advance to be made on such Grant Date is
 _____%.
 
 1
    
    Cut-off Date will be selected by the Funding Note
Issuer and will be the date as of which the Principal Balance of Student Loans
are determined for purposes of the Loan Transmittal Summary Form.2
    
    Each Portfolio Criteria listed in the Supplement should
be listed and confirmed in rows below.3
    
    If Yes is selected, a detailed schedule shall be
attached, together with supporting data, confirming compliance with each
requirement of the Pool Criteria. If No is selected, each Rating Agency
shall have confirmed in writing to the Manager that the Grant of Student Loans
listed on the Loan Transmittal Summary Form would not cause such Rating Agency
to withdraw the rating of the Funding Note or lower the rating of the Funding
Note to below AAA or its equivalent.  Exhibit S-1




---



##### 



2.
    
    The representations and warranties contained in Appendix C of the Funding Note
Purchase Agreement will be correct on and as of the Grant Date as though made on and as of the
Grant Date, after giving effect to the designation of Financed Student Loans pursuant to this
Loan Designation Notice (or, to the extent such representations and warranties speak as of a
specific date, were true and correct on and as of such date).
 3.
    
    No event has occurred and is continuing, or would result from any Grant of Financed Student
Loans on such date, which constitutes (1) an Event of Default, (2) a Servicer Default, (3) a
Potential Event of Default or (4) a default under Section 1.03(c) of the Funding Note
Purchase Agreement;.
 4.
    
    There has occurred no event which could reasonably be determined to have a Material Adverse
Effect with respect to the Funding Note Issuer.
 5.
    
    No law or regulation shall prohibit, and no order, judgment or decree of any Official Body
shall prohibit or enjoin, the making of such Grant in accordance with the provisions hereof.
 6.
    
    All covenants and agreements contained in the Transaction Documents, including the delivery
of all reports required to be delivered thereunder, shall have been complied with by the
Funding Note Issuer, subject to any applicable grace periods or waivers granted.
 7.
    
    There are no amounts then due and payable by any Transaction Party to any Affected Party that
remain unpaid as of such Grant Date.
 8.
    
    The Funding Note Issuer shall either (A) not be a Ten Percent Obligor (as defined in Rule
2a-7(c)(4)(ii)(D)(1)(i) promulgated under the Investment Company Act) or (B) qualify as a
Restricted Special Purpose Entity (as defined in Rule 2a-7(c)(4)(ii)(D)(2) promulgated under
the Investment Company Act).
 9.
    
    The related Subcustodian is in possession of the Loan Documents with respect to each Proposed Loan and the Conduit Administrator has delivered a Trust Receipt with respect thereto.10.
    
    The Funding Note Issuer has delivered a Loan Data Schedule attached hereto to the Department no later the third Business Day prior to the Grant Date.11.
    
    [The amount of Excluded Borrower Benefits relating to the Proposed Loans is $ and such amount
has been deposited to the Excluded Borrower Benefit Account.] [There are no Excluded Borrower Benefits relating
to the Proposed Loans.]12.
    
    All conditions to the Grant of such Proposed Loans have been satisfied.
 IN WITNESS WHEREOF
 
 ByName:Title:
  Exhibit S-2




---



##### 



LOAN TRANSMITTAL SUMMARY FORM
  1
    
    SSN
    
    9(009)
    
    Yes2
    
    LastName
    
    X(035)
    
    Yes3
    
    FirstName
    
    X(020)
    
    Yes4
    
    LoanNumber1
    
    X(019)
    
    Yes5
    
    Principal Balance
    
    9(012).99
    
    Yes6
    
    LoanType7
    
    First Disbursement Date
    
    8
    
    Final Disbursement Date
    
    9
    
    Loan Period Begin Date
    
    10
    
    Loan Period End Date
    
    11
    
    Loan Status Code12
    
    Seller or Eligible Direct Issuer LID13
    
    Original Lender LID14
    
    Guarantor
    
    9(003)
    
    Yes15
    
    Servicer
    
    X(008)
    
    Yes16
    
    School Type
    
    X(009)
    
    Four Year, Two Year, Proprietary/Vocational, Other; See table below.
  
  
 1
    
    Loan Number shall be a unique identifying number for
each Student Loan. Such number must also be included in the information given
to the accountants and the Conduit Administrator for any sample pool of Student
Loans in connection with any Agreed Upon Procedures Letter.  Exhibit S-3




---



##### 



Exhibit T
 FORM OF
 REVOCATION NOTICE
  
 
  Funding Note Purchase Agreement
 
   Exhibit T-1




---



##### 



IN WITNESS WHEREOF
 
 By:Name:Title:
  Exhibit T-2




---



##### 



Exhibit U
 FORM OF
 EXPECTED FUNDING NOTICE
  
 
 
   
   Exhibit U-1




---



##### 



By:Name:Title:
  Exhibit U-2




---



##### 



Exhibit V
 FORM OF
LOAN DATA SCHEDULE
  
  Academic Year
    
    Total Portfolio
    
    
    2008/2009
    
    
    2007/2008
    
    
    2006/2007Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    PercentageBy Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By RelevantLoan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    LoanLoan
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    PortfolioCriteria
    
    Sub-Criteria
    
    Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan CountAverage Loan Principal Balance
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %School Type
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %4-Year Institution
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %2-Year Institution
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Proprietary/Vocational Institution
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Other
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Payment Type
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %In-school
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Grace
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Deferment
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Forbearance
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Repayment
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Loan Type
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Plus
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Stafford  Subsidized
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Stafford  Unsubsidized
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Total
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
  Exhibit V-1




---



##### 



Academic Year
    
    2005/2006
    
    
    2004/2005
    
    
    2003/2004Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    PercentageBy Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By RelevantLoan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    LoanLoan
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    PortfolioCriteria
    
    Sub-Criteria
    
    Count
    
    
    - Balance
    
    
    - Balance
    
    
    Loan Count
    
    
    Loan Count
    
    
    - Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan CountAverage Loan Principal BalanceSchool Type4-Year Institution2-Year InstitutionProprietary/Vocational InstitutionOtherPayment TypeIn-schoolGraceDefermentForbearanceRepaymentLoan TypePlusStafford  SubsidizedStafford  UnsubsidizedTotal
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
  Exhibit V-2




---



##### 



Academic Year
    
    Total Portfolio
    
    
    2008/2009
    
    
    2007/2008
    
    
    2006/2007Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    PercentageBy Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By RelevantLoan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    LoanLoan
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    PortfolioCriteria
    
    Sub-Criteria
    
    Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan CountAverage Loan Principal Balance 0
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %School Type
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %4-Year Institution
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %2-Year Institution
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Proprietary/Vocational Institution
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Other
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Payment Type
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %In-school
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Grace
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Deferment
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Forbearance
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Repayment
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Loan Type
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Plus
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Stafford  Subsidized
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Stafford  Unsubsidized
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %Total
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
 Academic Year
    
    2005/2006
    
    
    2004/2005
    
    
    2003/2004Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    Percentage
    
    
    
    
    
    
    
    
    
    
    Percentage
    
    
    PercentageBy Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By Relevant
    
    
    
    
    
    
    
    
    
    
    By Relevant
    
    
    By RelevantLoan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    Loan
    
    
    
    
    
    
    
    
    
    
    Loan
    
    
    LoanDollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    Portfolio
    
    
    
    
    
    
    Dollar
    
    
    Portfolio
    
    
    PortfolioCriteria
    
    Sub-Criteria
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    alance
    
    
    - Balance
    
    
    - Loan Count
    
    
    Loan Count
    
    
    Balance
    
    
    - Balance
    
    
    - Loan CountAverage Loan Principal BalanceSchool Type4-Year Institution2-Year InstitutionProprietary/Vocational InstitutionOtherPayment TypeIn-schoolGraceDefermentForbearanceRepaymentLoan TypePlusStafford  SubsidizedStafford  UnsubsidizedTotal
    
    
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    0
    
    
    
    0.00
    %
    
    
    0.00
    %
  Exhibit V-3




---



##### 



Exhibit W
 FORM OF
NOTICE OF REQUIRED PAYMENT ADVANCE
 StraightA.funding@bmo.com
 
 Notice of Required Payment Advance
 Funding Note Purchase Agreement
 Section 1.02(f)
 Advance Amount(i) Amounts due to the Department which have not been paid
    
    $(ii) Plusrequired deposit to the Reserve Account (Account
Number: [])
    
    $Calculation of Reserve Account Specified BalanceBalance on deposit in Reserve Account before requested Advance
    
    $Reserve Account Specified Balance after requested Advance1
    
    $Shortfall of Reserve Account to be deposited to the Reserve Account on the Advance Date
    
    $
 
 1
    
    Calculation should match the definition of Reserve
Account Specified Balance in the Reserve and Portfolio Criteria Supplement.




---



##### 



(iii) Plusamount of any Obligation payable pursuant to
Section 1.05(c)(v)  (viii) of the Funding Note Purchase Agreement that has remained unpaid for three
consecutive Settlement Dates and an amount sufficient to pay all other amounts
payable pursuant to clause (v), (vi), (vii) or (viii) of Section 1.05(c) that would
be paid in priority to such Obligation [include list of amounts to be paid
pursuant to Section 1.05(c) and applicable Funding Note Issuer Collection Account
number]
    
    $(iv) PlusStartup Costs Allocation payable to the Startup Cost Account2
    
    $EqualsRequired Payment Advance Amount3
    
    $
  
 2
    
    Startup Costs Allocation shall equal the Required
Payment Advance Amount minus the sum of items (i) through (iii).3
    
    Required Payment Advance Amount shall equal the
quotient of (a) the sum of items (i) through (iii) divided by (b) .96.




---



##### 



IN WITNESS WHEREOF
 
 By:Name:Title:




---



##### 



Exhibit X
 FORM OF
RESERVE AND PORTFOLIO CRITERIA SUPPLEMENT
RESERVE AND PORTFOLIO CRITERIA SUPPLEMENT NO. [___] TO FUNDING NOTE PURCHASE AGREEMENT
 Supplement Funding Note
Issuer Conduit Administrator
 BACKGROUND
 Funding Note Purchase Agreement
   Definitions
 Supplements to Funding Note Purchase Agreement
 less plus 80
  Representations and Warranties
 Due Authorization, Non Contravention, etc
 Validity, etc
 
 80
    
    Insert additional text as necessary to specify Reserve
Account mechanics as required by the Rating Agencies.  Exhibit X-1




---



##### 



Binding Effect; Ratification
   Miscellaneous
       Exhibit X-2




---



##### 



THE FUNDING NOTE ISSUER:NELNET SUPERCONDUIT FUNDING, LLCBy:Name:Title:
 AS ACKNOWLEDGED AND AGREED BY:CONDUIT ADMINISTRATOR:THE BANK OF NEW YORK MELLONBy:Name:Title:
  Exhibit X-3




---



##### 



PORTFOLIO CRITERIA
   Exhibit X-4