amendedandrestatedtrusta






                          AMENDED AND RESTATED                               TRUST AGREEMENT                                        among             NELNET PRIVATE STUDENT LOAN FINANCING CORPORATION,                                   as Depositor,                         UNION BANK AND TRUST COMPANY,                                    as Trustee,                                         and                      U.S. BANK TRUST NATIONAL ASSOCIATION,                                as Delaware Trustee                              Dated as of December 21, 2018    4814-8521-2291.2 





 






                            TABLE OF CONTENTS                                                                          Page  ARTICLE I DEFINITIONS AND USAGE .................................................................................. 1        Section 1.01  Definitions and Usage................................................................................ 1  ARTICLE II ORGANIZATION.................................................................................................... 3        Section 2.01  Creation of Trust; Name ............................................................................ 3       Section 2.02  Office .......................................................................................................... 3       Section 2.03  Purposes and Powers ................................................................................. 3       Section 2.04  Covenants Regarding Operations .............................................................. 4       Section 2.05  Appointment of Trustee and Delaware Trustee ......................................... 9       Section 2.06  Initial Capital Contribution of Trust Estate............................................... 9       Section 2.07  Declaration of Trust ................................................................................. 10       Section 2.08  Liability of the Certificateholder ............................................................. 10       Section 2.09  Title to Trust Property ............................................................................. 10       Section 2.10  Representations, Warranties and Covenants of the Depositor ................ 10       Section 2.11  Intended Tax Characterization of the Trust ............................................. 11       Section 2.12  Subsidiary Trust Account ......................................................................... 12  ARTICLE III TRUST CERTIFICATE ....................................................................................... 12        Section 3.01  Initial Beneficial Ownership .................................................................... 12       Section 3.02  Corporate Trust Office ............................................................................. 12       Section 3.03  The Trust Certificate. ............................................................................... 13  ARTICLE IV ACTIONS BY TRUSTEE .................................................................................... 15        Section 4.01  Prior Notice to the Certificateholder with Respect to Certain                    Matters ..................................................................................................... 15       Section 4.02  Action with Respect to Sale of the EducationLoans................................. 16       Section 4.03  Action with Respect to Bankruptcy .......................................................... 16       Section 4.04  Restrictions .............................................................................................. 16  ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES ................................. 16        Section 5.01  Application of Trust Funds ...................................................................... 16       Section 5.02  Method of Payment .................................................................................. 16       Section 5.03  No Segregation of Moneys; No Interest ................................................... 17                                        i  4814-8521-2291.2 





 






                            TABLE OF CONTENTS                                   (continued)                                                                          Page        Section 5.04  Reports to the Certificateholder, the Internal Revenue Service and                    Others ....................................................................................................... 17  ARTICLE VI AUTHORITY AND DUTIES OF TRUSTEE...................................................... 17        Section 6.01  General Authority .................................................................................... 17       Section 6.02  General Duties ......................................................................................... 17       Section 6.03  Action upon Instruction............................................................................ 18       Section 6.04  No Duties Except as Specified in this Agreement or in Instructions ....... 18       Section 6.05  No Action Except Under Specified Documents or Instructions ............... 19       Section 6.06  Restrictions .............................................................................................. 19  ARTICLE VII CONCERNING THE TRUSTEE AND THE DELAWARE                 TRUSTEE ...................................................................................................... 19        Section 7.01  Acceptance of Trusts and Duties.............................................................. 19       Section 7.02  Representations, Warranties and Covenants of the Trustee and the                    Delaware Trustee ..................................................................................... 22       Section 7.03  Reliance; Advice of Counsel .................................................................... 23       Section 7.04  Not Acting in Individual Capacity ........................................................... 23       Section 7.05  Trustee and Delaware Trustee Not Liable for Trust Certificate or                    Education Loans ...................................................................................... 23       Section 7.06  Duties of the Delaware Trustee ............................................................... 24  ARTICLE VIII COMPENSATION AND INDEMNITY OF TRUSTEE AND                 DELAWARE TRUSTEE............................................................................... 25        Section 8.01  Trustee’s and Delaware Trustee’s Fees and Expenses............................ 25       Section 8.02  Payments to the Trustee and to the Delaware Trustee ............................ 25       Section 8.03  Indemnity.................................................................................................. 25       Section 8.04  Certificateholder to Assume Liability. ..................................................... 26  ARTICLE IX TERMINATION OF TRUST AGREEMENT ..................................................... 26        Section 9.01  Termination of Trust Agreement .............................................................. 26  ARTICLE X SUCCESSOR TRUSTEES AND DELAWARE TRUSTEES AND                 ADDITIONAL TRUSTEES AND DELAWARE TRUSTEES .................... 27        Section 10.01  Eligibility Requirements for Trustee and Delaware Trustee ................... 27                                        ii  4814-8521-2291.2 





 






                            TABLE OF CONTENTS                                   (continued)                                                                          Page        Section 10.02  Resignation or Removal of Trustee or the Delaware Trustee.................. 27       Section 10.03  Successor Trustee or Delaware Trustee .................................................. 28       Section 10.04  Merger or Consolidation of Trustee or Delaware Trustee ...................... 28       Section 10.05  Appointment of Co-Trustee or Separate Trustee ..................................... 29  ARTICLE XI MISCELLANEOUS ............................................................................................. 30        Section 11.01  Supplements, Amendments and Waivers .................................................. 30       Section 11.02  No Legal Title to Trust Estate in the Certificateholder ........................... 31       Section 11.03  Limitations on Rights of Others ............................................................... 31       Section 11.04  Notices...................................................................................................... 31       Section 11.05  No Waivers; Remedies ............................................................................. 32       Section 11.06  Successors and Assigns ............................................................................ 32       Section 11.07  Governing Law......................................................................................... 32       Section 11.08  Severability .............................................................................................. 32       Section 11.09  Waiver of Jury Trial ................................................................................. 32       Section 11.10  Bankruptcy Non-Petition and Limited Recourse ..................................... 32       Section 11.11  No Recourse ............................................................................................. 33       Section 11.12  Execution in Counterparts ....................................................................... 33       Section 11.13  Entire Agreement ..................................................................................... 33       Section 11.14  Limitation of Liability .............................................................................. 33       Section 11.15  Section Titles ............................................................................................ 34       Section 11.16  Force Majeure ......................................................................................... 34       Section 11.17  Patriot Act Compliance............................................................................ 34       Section 11.18  Survival .................................................................................................... 34  EXHIBIT A  —     Form of Trust Certificate  EXHIBIT B  —     Schedule of Initial Education Loans                                          iii  4814-8521-2291.2 





 






               AMENDED AND RESTATED TRUST AGREEMENT         This AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”) is made  as  of  December 21,  2018  among  NELNET  PRIVATE  STUDENT  LOAN  FINANCING  CORPORATION,  a  Nebraska  corporation,  as  depositor  (in  such  capacity,  the  “Depositor”), UNION  BANK  AND  TRUST  COMPANY    (“UB&T”),  a  Nebraska  state-chartered  commercial  bank, acting hereunder not in its individual capacity but solely as trustee (the “Trustee”), and U.S. BANK TRUST  NATIONAL   ASSOCIATION, a national banking association, as Delaware trustee  (in such capacity, and not in its individual capacity, the “Delaware Trustee”).                                 W I T N E S E T H:         WHEREAS, the Depositor, the Trustee and the Delaware Trustee are parties to the Trust  Agreement,  dated  as  of  December 20,  2018  (the  “Short-Form  Trust  Agreement”)  pursuant  to  which a trust known as “Nelnet Legacy Private Loans Trust” (the “Trust”) was established; and         WHEREAS,  the  Depositor,  the  Trustee  and  the  Delaware  Trustee  wish  to  amend  and  restate the Short-Form Trust Agreement upon the terms and conditions set forth herein, pursuant  to which the Trust will initially issue a trust certificate (the “Trust Certificate”).         NOW  THEREFORE, the parties hereto agree as follows:                                    ARTICLE I                             DEFINITIONS AND USAGE         Section 1.01 Definitions and Usage.  Capitalized terms used but not otherwise defined  herein  are  defined  in  the  Master  Repurchase  Agreement,  dated  as  of  December 21,  2018  (as  amended,  restated,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Repurchase  Agreement”),  among  Nelnet  Private  Student  Loan  Financing  Corporation,  as  seller  (in  such  capacity, the “Seller”), Bank of America, N.A., as buyer (the “Buyer”), and the Trust, pursuant to  which the Seller will sell the Trust Certificate to the Buyer.  The principles of construction and  rules of interpretation set forth in Section 1.2 of the Repurchase Agreement shall apply, mutatis  mutandis, to this Agreement, with each reference to “this Agreement” in such Section being a  reference to this Agreement.         “Bankruptcy Action” means to (i) commence any case, proceeding or other action or file a  petition (a) under any existing or future bankruptcy, insolvency or similar statute, law or regulation  that seeks (1) to adjudicate the Trust a bankrupt or insolvent or  (2) to have an order for relief  entered with respect to the Trust, or (b) under any existing or future statute, law or regulation that  seeks the reorganization, arrangement, adjustment, wind up, liquidation, dissolution, composition  or other relief with respect to the Trust or its debts, (ii) consent to the institution of bankruptcy or  insolvency proceedings against the Trust, (iii) seek or consent to the appointment of a receiver,  custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or all or  a  substantial  part  of  its  property,  (iv) except  as  required  by  applicable  law,  admit  the  Trust’s  inability to pay its debts generally as they become due, (v) make a general assignment by the Trust  for the benefit of creditors, (vi) file an answer or other pleading admitting or failing to contest the  material allegations of a petition filed against the Trust in a proceeding of the type described in    4814-8521-2291.2 





 






clauses (i) through (v) of this definition, (vii) cause the Trust not to pay its debts as such debts  become due within the meaning of the Bankruptcy Code, or (viii) authorize, take any action in  furtherance  of,  consent  to  or  acquiesce  in  any  of  the  foregoing  or  any  similar  action  or  other  proceedings under any federal or state bankruptcy, insolvency or similar law on behalf of, or with  respect to, the Trust, or in connection with any obligations relating to the Trust Certificate, the  Trust  Documents,  this  Agreement  or  any  other  agreement  to  which  the  Trust  is  a  party  or  a  beneficiary.         “Certificateholder” means the Persons or Person in whose name the Trust Certificate is  registered in the Trust Certificate Register on the applicable date.         “Delaware  Statutory  Trust  Act”  means  Chapter 38  of  Title 12,  Part V  of  the  Delaware  Code, entitled “Treatment of Delaware Statutory Trusts.”         “Education  Loan”  means  private  student  loans  originated  pursuant  to  College  Loan  Corporation’s private student loan program.         “Enumerated Action” means any of the following:  (i) any amendment or waiver in respect  of any provision of this Agreement; (ii) any dissolution, termination or liquidation of the Trust;  (iii) the taking of a Bankruptcy Action in respect of any obligations relating to the Trust Certificate  or this Agreement; (iv) permitting the Trust to merge or consolidate with or into another entity;  (v) permitting  the  creation  of  any  lien  on  the  Trust  Estate  not  contemplated  by  the  Facility  Documents  or  an  express  provision  of  this  Agreement;  (vi) permitting  the  Trust  to  incur  any  indebtedness  not  contemplated  by  the  Facility  Documents  or  an  express  provision  of  this  Agreement; or (vii) the issuance of any additional Trust Certificates with respect to the Trust.         “Responsible Officer” means, with respect to the Delaware Trustee, any officer working in  the  corporate  trust  department  of  the  Delaware  Trustee  having  direct  responsibility  for  the  administration  of  this  Agreement,  and  with  respect  to  the  Trustee,  any  officer  working  in  the  corporate trust department of the Trustee having direct responsibility for the administration of this  Agreement.         “Treasury Regulations” means the temporary, proposed or final Income Tax Regulations  promulgated by the Department of the Treasury.         “Trust  Certificate”  means  a  certificate  issued  by  the  Trust  evidencing  a  beneficial  ownership interest in the Trust as set forth thereon.         “Trust  Certificate  Register”  means  a  register  kept  by  the  Trust  Certificate  Registrar  in  which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar  shall provide for the registration of the Trust Certificate and the registration of transfers of the  Trust Certificate.         “Trust  Certificate  Registrar”  means  the  initial  registrar  appointed  pursuant  to  Section 3.03(c) hereof.         “Unwind Rights” means the Buyer’s right (in its capacity as Buyer), upon the occurrence  of an Event of Default under the Repurchase Agreement that has not been waived by the Buyer,                                         2  4814-8521-2291.2 





 






to directly acquire or liquidate, transfer or otherwise dispose of (either directly or by instructing  the Trustee) the Trust Estate.                                    ARTICLE II                                 ORGANIZATION         Section 2.01 Creation of Trust; Name.  There is hereby continued a Trust located in the  State of Delaware and known as “Nelnet Legacy Private Loans Trust”, in which name the Trustee  and the Delaware Trustee may continue to conduct the business of the Trust, make and execute  contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust.   The Trust is a statutory trust within the meaning of Section 3801(a) of the Delaware Statutory  Trust Act for which the Delaware Trustee has filed a certificate of trust with the Secretary of State  of the State of Delaware pursuant to Section 3810(a) of the Delaware Statutory Trust Act.         Section 2.02 Office.  The Delaware office of the Trust is in care of the Delaware Trustee  at its corporate trust office referred to in Section 3.02 hereof or at such other address in Delaware  as  the  Delaware  Trustee  may  designate  by  written  notice  to  the  Depositor.   The  general  administrative office of the Trust is in care of the Trustee at its corporate trust office referred to in  Section 3.02 hereof or at such other address as the Trustee may designate by written notice to the  Depositor and the Certificateholder.         Section 2.03 Purposes and Powers.  The purpose of the Trust is, and the Trust shall have  the power and authority, to engage in the following activities:         (a)   to hold, sell and dispose of Education Loans and related assets contributed by the  Depositor;         (b)   to grant a security interest in the Subsidiary Trust Asset Collateral to the Buyer  pursuant to Section 6.1(b) of the Repurchase Agreement;         (c)   to  enter  into  and  perform  its  obligations  and  exercise  its  rights  under  this  Agreement, the Repurchase Agreement, the Servicing Agreement and any other Facility Document  to which the Trust is a party (the “Trust Documents”);         (d)   to  establish  and  maintain  the  Subsidiary  Trust  Account  in  accordance  with  the  Repurchase Agreement and the Subsidiary Trust Account Control Agreement;         (e)   subject to compliance with the Trust Documents, to engage in such other activities  as may be required in connection with conservation of the Trust Estate and the making of deposits  to  the  Subsidiary  Trust  Account  and  the  Collection  Account  required  by  the  Repurchase  Agreement; and         (f)   to engage in those activities, including entering into agreements, that are necessary,  suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.   The Trust shall not engage in any activity other than in connection with the foregoing or other than  as required or authorized by the terms of this Agreement or the other Trust Documents.  The Trust                                         3  4814-8521-2291.2 





 






shall not acquire any asset or derivative that may not be acquired or held by entities relying upon  the  loan  securitization  exclusion  (the  “Loan  Securitization  Exclusion”),1  and  therefore  are  not  “covered  funds”  under  Section 619  of  the  Dodd-Frank  Wall  Street  Reform  and  Consumer  Protection Act (“Dodd-Frank Act”) and its implementing regulations (collectively, the “Volcker  Rule”).2, and, until the Repurchase Agreement is terminated, the Trust is only permitted to engage  transactions  that  facilitate  of  the  repurchase  transaction  between  the  Depositor  and  the  Buyer  pursuant to the Repurchase Agreement described above.         The parties hereto hereby agree that, notwithstanding anything herein to the contrary, the  entering into and performance by the Trust (and execution thereof by the Trustee on its behalf) of  the Trust Documents in accordance with the terms and conditions hereof shall not be deemed to  cause the Trust to have violated, or to have failed to comply with, any of the foregoing restrictions  or  covenants  set  forth  in  this  Section  or  any  other  restrictions  or  covenants  contained  in  this  Agreement.         Section 2.04 Covenants  Regarding  Operations.   The  Trust  shall  comply  with  the  following:         (a)   Subject to Section 4.03 hereof, and notwithstanding any prior termination of this  Agreement, to the fullest extent permitted by law, none of the Delaware Trustee, the Trustee, the  Depositor or the Certificateholder shall take or authorize any Bankruptcy Action.         (b)   To the fullest extent permitted by law and notwithstanding any other provision to  the contrary in this Agreement or any other agreement, document or instrument executed by the  Trust (except as otherwise provided in the Agreement and the Facility Documents), and so long as  the Agreement is in effect, the Certificateholder and the Depositor shall cause the Trust to, and the  Trust shall:               (i)    do or cause to be done all things necessary to preserve and keep in full        force and effect its existence as a Delaware statutory trust in good standing and its rights        (charter and statutory) under the laws of the State of Delaware, preserve and keep in full        force and effect its existence, rights and franchises, obtain and preserve its qualification to        do business  in each  jurisdiction in  which  such  qualification  is  or shall  be necessary to        protect the validity and enforceability of this Agreement and any agreement to which the        Trust  is  a  party,  and  observe  all  applicable  procedures  and  provisions  required  by  this        Agreement and the laws of the State of Delaware;               (ii)   except  as  required  by  law,  not  amend,  alter,  waive,  change  or  repeal        (A) its Certificate of Trust, (B) the definitions in this Agreement of the capitalized terms        used in this Section or any of the definitions of the terms that form any part thereof or        (C) this Section or Sections 2.03, 2.11, 4.03 or Article VIII hereof without the prior written    1     12 C.F.R. § 248.10(c)(8).  2     12 C.F.R. Part 248.  The Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) is one of five federal        regulatory agencies which jointly adopted the final version of the Volcker Rule.  With respect to the Federal Reserve Board, the        Volcker Rule constitutes Federal Reserve Regulation VV.                                         4  4814-8521-2291.2 





 






      consent  of  the  Buyer  (unless  the  Repurchase  Agreement  has  been  terminated  and  all        obligations owed thereunder to the Buyer have been paid in full);               (iii)  maintain its own bank accounts and correct and complete financial and        other entity records, accounts and books of account separate and distinct from those of any        other Person; not commingle its records, accounts, books of account and bank accounts        with the organizational or other records, accounts, books of account or bank accounts of        any other Person and cause such records, accounts, books of account and bank accounts to        reflect the separate existence of the Trust;               (iv)  act solely in its own name and through a Responsible Officer (as defined in        the Repurchase Agreement) or its agents in the conduct of its business, prepare all Trust        correspondence in the Trust’s name, hold itself out as a separate  entity  from any other        Person, conduct its business so as not to mislead others as to the identity of the entity with        which they are  concerned,  correct any misunderstanding regarding its  separate  identity        known to the Trust, refrain from engaging in any activity that compromises the separate        legal  identity  of  the  Trust,  and  strictly  comply  with  all  organizational  and  statutory        formalities to maintain its separate existence;               (v)    take such actions as may be necessary to authorize each of the Trust’s        actions as may be required by applicable law, this Agreement and any other agreement to        which the Trust is a party;              (vi)   at any time that the Trust is not treated as a disregarded entity or part of a        consolidated group filing consolidated returns for federal income tax purposes, file or cause        to be filed its own tax and information returns, if any, as may be required of the Trust under        applicable federal, state and local law, and pay any taxes out of its own funds so required        to be paid under applicable law from its own assets;               (vii)  except  for  the  Delaware  Trustee’s  or  the  Trustee’s  standard  practice        regarding maintenance of funds and assets, not commingle its funds or assets with funds        or assets of any other Person;               (viii) segregate and separately maintain (or cause to be maintained) its funds        and assets as identifiable funds and assets held in its name (except with respect to holding        funds or assets in its name, to the extent that such funds or assets are required under the        Agreement to be held in an account in the name of a servicer, custodian or trustee with        respect to any accounts established hereunder) and with its own tax identification number,        if any, in such a manner that it is not costly or difficult to segregate, ascertain or identify        its individual funds or assets from the funds or assets of any other Person, which funds and        assets shall at all times be held by or on behalf of the Trust and used only for the business        of the Trust;               (ix)   prepare and maintain annual and quarterly (or more frequent) financial        statements separate from any other Person, pay or bear out of its own funds the cost of        preparation of its own financial statements and disclose in the annual financial statements                                          5  4814-8521-2291.2 





 






      of the Trust the effects of its transactions in accordance with generally accepted accounting        principles;               (x)    Except  as  permitted  under  the  Facility  Documents,  not  permit  the        financial statements of the Trust, or any consolidated or combined financial statements        which  consolidate  or  combine  the  assets  and  earnings  of  the  Certificateholder  or  any        Affiliate of the Certificateholder with those of the Trust, to state that the assets of the Trust        are or will be available to creditors of any of its Affiliates, the Certificateholder or any        Affiliate of the Certificateholder;               (xi)   maintain an arm’s-length  relationship  with its  Affiliates,  the  Depositor        and  the  Certificateholder  and  their  respective  Affiliates,  not  enter  into  any  contract  or        agreement  or  any  amendment  thereof  with  any  of  its  Affiliates,  the  Depositor  or  the        Certificateholder or their respective Affiliates unless the terms thereof are commercially        reasonable, and substantially similar to those that would be available on an arm’s-length        basis  with  third-parties,  and  transact  all  business  with  its  Affiliates,  the  Depositor,  the        Certificateholder and their respective Affiliates pursuant to enforceable agreements with        material  terms  established  at  the  inception  that  will  not  be  amendable  except  with  the        consent of each of the parties to such agreement;               (xii)  to the extent that the Trust leases premises from the Certificateholder or        its Affiliates, pay appropriate, fair and reasonable compensation or rental to the lessor;               (xiii) be directly responsible for the costs of its own outside legal, auditing and        other similar services and pay its taxes, liabilities and operating expenses only out of its        funds and not pay from its assets any obligations or indebtedness of any other Person;               (xiv)  pay  from its  own  funds  the salaries of its  own employees,  if  any,  and        maintain a sufficient number of employees in light of its contemplated business operations;               (xv)   pay  compensation  from  its  own  funds  to  independent  contractors  for        performing services or incurring expenses in connection with such services for the Trust in        an amount equal to the fair value of such services and expenses;               (xvi)  allocate  fairly  and  reasonably  between  the  Trust  and  any  other  Person        pursuant to a written agreement all expenses that are shared with such Person, including        any overhead, rent, or other compensation paid for shared or leased office space;               (xvii) not  act  as  an  agent  of  the  Certificateholder,  the  Delaware  Trustee,  the        Trustee or their respective Affiliates;               (xviii) not  permit  the  Depositor,  the  Certificateholder  or  their  respective        Affiliates  to  act  as  an  agent  for  the  Trust,  except  as  specifically  permitted  by  this        Agreement;               (xix)  not identify itself as a department or division of any other Person in order        not (A) to mislead others as to the identity of the entity with which such other party is                                         6  4814-8521-2291.2 





 






      transacting business or (B) to suggest that the Trust is responsible for the debts of any other        Person;               (xx)   use stationery, invoices and checks that are separate from those of any        other Person;               (xxi)  not enter into leases for office space, except as necessary to maintain a        principal place of business or the conduct of its operations;               (xxii) not be, become or hold itself out (or permit itself to be held out) as being        liable for the debts or other obligations of any other Person, or hold out its credit (or permit        its credit to be held out) as being available to satisfy the obligation of any other Person;               (xxiii) not pledge any property or assets of the Trust (except as permitted by the        Facility  Documents),  lend  or  advance  any  moneys  to  (other  than  trade  receivables  in        connection  with  the  ordinary  course  of  the  Trust’s  business),  or  guarantee  (directly  or        indirectly), endorse (other than the endorsement of negotiable instruments for collection or        deposit  in  the  ordinary  course  of  business)  or  otherwise  become  contingently  liable        (directly or indirectly) for the obligations of, or acquire or assume any obligation or liability        of, any other Person;               (xxiv) except for investments expressly permitted by this Agreement, not make        an investment in or for the benefit of, or own or purchase any stock, obligations or securities        of or any other interest in, or make any capital contribution to, any other Person;               (xxv)  not form or acquire any subsidiary;               (xxvi) not incur any debt, secured or unsecured, direct or contingent (including,        without limitation, guaranteeing any obligation) other than its obligations under the Facility        Documents, unsecured debts and liabilities for trade payables and accrued expenses and        taxes incurred in the ordinary course of its business that (A) are in amounts that are normal        and  reasonable  under  the  circumstances,  (B) are  not  evidenced  by  a  promissory  note,        (C) are  paid  when  due  (unless  being  contested  in  good  faith)  and  (D) not  owed  to  the        Certificateholder or its Affiliates;               (xxvii) maintain  adequate  capital  for  the  normal  obligations  reasonably        foreseeable  in  a  business  of  the  Trust’s  size  and  character  and  in  light  of  its  proposed        business  operations  and  liabilities  (provided  that  this  clause  shall  not  be  deemed  a        commitment by the Certificateholder to make contributions to the Trust);               (xxviii) not engage, directly or indirectly, in any business other than as required        or permitted under Section 2.03 hereof;               (xxix) not acquire or own any material assets other than the assets and properties        to  be  pledged  under  the  Agreement  or  as  otherwise  are  necessary  to  comply  with  its        obligations under the Facility Documents;                                          7  4814-8521-2291.2 





 






            (xxx)  properly  account  in  the  Trust’s  books  and  financial  records  for  any        transactions entered into between the Trust and the Certificateholder, the Depositor or their        respective Affiliates;               (xxxi) not enter into any contract, except such contracts as necessary to enable        the Trust to achieve its purposes as set forth in, or that are otherwise required or permitted        by, Section 2.03 hereof;               (xxxii) not  agree  to,  enter  into  or  consummate  any  transaction  which  would        render  it  unable  to  confirm  that  (A) it  is  not  an  “employee  benefit  plan”  as  defined  in        Section 3(32) of ERISA, which is subject to Title I of ERISA, or a “governmental plan”        within  the  meaning  of  Section 3(32)  of  ERISA;  (B) it  is  not  subject  to  state  statutes        regulating investments and fiduciary obligations with respect to governmental plans; and        (C) less than 25% of each of its outstanding classes of equity interests are held by a “benefit        plan investor” within the meaning set forth in 29 C.F.R. § 2510.3-101(f)(2);               (xxxiii) to the fullest extent permitted by applicable law and except as otherwise        expressly provided elsewhere in this Section, not take or refrain from taking any act which        would make it impossible to carry on the activities of the Trust set forth in Section 2.03        hereof;               (xxxiv) except as expressly provided in the Agreement, not knowingly perform        any  act  that  would  subject  (A) the  Certificateholder  to  liabilities  of  the  Trust  in  any        jurisdiction or (B) the Trust to taxation as a corporation under relevant provisions of the        Code;               (xxxv) not combine, consolidate or merge the Trust into or with any other Person,        convert the Trust into an entity that is not a Delaware statutory trust, reorganize or form        the  Trust  in  a  jurisdiction  other  than  Delaware  or,  to  the  fullest  extent  permitted  by        applicable law, dissolve, liquidate, wind-up or transfer the ownership of substantially all        of its assets;               (xxxvi) not enter into the Facility Documents or any other agreement with any        intent to hinder, delay or defraud creditors of any Person;               (xxxvii) not  permit  the  Trust  to  be  maintained  or  used  to  abuse  creditors  or  to        perpetrate a fraud, injury or injustice to creditors of any Person; and               (xxxviii) cause any agents and other representatives of the Trust to act at all times        with respect to the Trust in furtherance of the foregoing.         Notwithstanding any provision of this Agreement to the contrary, the Trust has full power  and authority and is specifically authorized to execute, deliver and perform (and the Trustee, on  behalf  of the  Trust,  is  hereby  authorized to  execute  and  deliver)  the  Trust  Documents  and all  documents,  agreements,  certificates,  financing  statements  and  other  writings,  contemplated  thereby or related thereto, all without any further act, vote, consent or approval of the Delaware  Trustee, any Certificateholder or other Person whatsoever.  The foregoing authorization shall not  be deemed to conflict with or violate any restriction contained elsewhere in this Agreement on the                                         8  4814-8521-2291.2 





 






powers  of  the  Trust  or  the  Trustee  on  behalf  of  the  Trust  to  enter  into  any  agreements  or  transactions.         (c)   None of the Trust, the Certificateholder, the Depositor or any Person on behalf of  the Trust shall, and none of them shall have the authority to, enter into any agreements, written or  otherwise  (other  than  the  obligations  of  the  Certificateholder  under  Sections 3.03(f),  7.01(d),  7.01(i)  and  8.04  hereof  and  under  the  other  Facility  Documents),  pursuant  to  which  the  Certificateholder or any of its Affiliates agrees to (i) extend credit or make loans, payments or  contributions to or for the Trust, (ii) assume, guaranty or otherwise be obligated for the payment  of  the  obligations  or  the  performance  of  the  Trust,  (iii) hold  itself  out  as  being  liable  for  the  obligations of the Trust or (iv) hold out its credit as being available to satisfy the obligations of the  Trust.         Section 2.05 Appointment  of  Trustee  and  Delaware  Trustee.   The  Depositor  hereby  appoints the Trustee as trustee of the Trust, effective as of the date hereof, to have all the rights,  powers and duties set forth herein and the Trustee accepts such appointment.  The Depositor hereby  appoints the Delaware Trustee as trustee of the Trust, effective as of the date hereof, for the sole  purpose  of  satisfying  Section 3807(a)  of  the  Delaware  Statutory  Trust  Act,  and  the  Delaware  Trustee hereby accepts such appointment.         Section 2.06 Initial Capital Contribution of Trust Estate.  The Depositor shall pay the  organizational expenses of the Trust as they may arise or shall, upon the request of the Trustee,  promptly reimburse the Trustee for any such expenses paid by the Trustee on behalf of the Trust.         The Depositor for value received, does hereby absolutely and unconditionally contribute  to the capital of, assign, transfer and convey to, the Trust, without recourse, all of the right, title  and interest of the Depositor in, to and under each Education Loan described on the loan schedule  attached as Exhibit B hereto, including the promissory notes, contracts or other documentation  evidencing the student loans, together with all revenues and recoveries of principal and interest  and other payments and cash collections received, together with any security interests or liens and  property securing the payment thereof, all records and other documents maintained with respect  to the student loans and proceeds of all of the forgoing (the “Trust Estate”).  The transfer by the  Depositor to the Trust of the Trust Estate as provided herein is intended to be, and to be construed  as, an unconditional and absolute capital contribution to the Trust of all of the Depositor’s right,  title and interest in, to and under the Trust Estate, without recourse, and not a transfer as security  for a loan.  The Depositor and the Trust intend that the value of the Depositor’s equity interest in  the  Trust  will  be  increased  by  an  amount  equal  to  the  fair  market  value  of  the  Trust  Estate  immediately following their Contribution to the Recipient.  The Trust hereby accepts the Trust  Estate as a capital contribution from the Depositor to the Trust.         It  is  the  intention  of  the  parties  hereto  that  the  contribution  of  the  Trust  Estate  by  the  Depositor to the Trust as provided in this Agreement for all purposes be, and be construed as, an  unconditional and absolute capital contribution to the Trust of all of the Depositor’s right, title and  interest in, to and under the Trust Estate, without recourse.  Furthermore, neither the Depositor nor  the Trust intend that any such contribution be deemed a pledge of the Trust Estate by the Depositor  to the Trust to secure a debt or other obligation of the Depositor.  If, however, notwithstanding the  intention  of  the  parties,  the  conveyance  provided  for  in  this  Agreement  is  determined  to  be  a                                         9  4814-8521-2291.2 





 






transfer for security, then this Agreement shall also be deemed to be a security agreement and the  Depositor hereby grants to the Trust a security interest in all of the Depositor’s right, title and  interest in, to and under the Trust Estate.         Section 2.07 Declaration of Trust.  The Trustee hereby declares that it will hold the Trust  Estate,  in  trust  upon  and  subject  to  the  conditions  set  forth  herein  for  the  benefit  of  the  Certificateholder, subject to the obligations of the Trust under the other Trust Documents and the  grant of the security interest to the Buyer.  It is the intention of the parties hereto that (i) the Trust  constitute  a  statutory  trust  under  Delaware  law,  (ii) this  Agreement  constitute  the  governing  instrument of such trust and (iii) the Trust Certificate represents the beneficial interests therein.   Effective as of the date hereof, the Trustee and the Delaware Trustee, as applicable, shall have all  the rights, powers and duties set forth herein and in the Delaware Statutory Trust Act with respect  to accomplishing the purposes of the Trust.         Section 2.08 Liability of the Certificateholder.  No Certificateholder (in such capacity)  shall have any personal  liability for any liability or obligation of the Trust.  The rights of the  Certificateholder shall be determined as set forth herein and in the Delaware Statutory Trust Act,  and  the  relationship  between  the  parties  hereto  created  by  this  Agreement  shall  not  constitute  indebtedness for any purpose.         Section 2.09 Title to Trust Property.  Legal title to all of the Trust Estate shall be vested  at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction  requires title to any part of the Trust Estate to be transferred to and vested in a trustee or trustees,  in which case title shall be deemed to be vested in the Trustee, a co-trustee and/or a separate trustee,  as the case may be; provided that legal title to the Education Loans shall be vested at all times in  the Trustee on behalf of the Trust.  Any such trustee shall take such part of the Trust Estate subject  to the security interest of the Buyer therein established under the Repurchase Agreement.  Such  trustee’s acceptance of its appointment shall constitute acknowledgement of such security interest  and shall constitute a grant to the Buyer of a security interest in all property held by such trustee.   Any such trustee authorizes the Depositor and the Buyer to prepare and file all such financing  statements naming such trustee as debtor that are necessary or advisable to perfect, make effective  or continue the lien of the Buyer and which are in form and substance satisfactory to such trustee.   In no event shall title to the Trust Estate be placed in the name of the Delaware Trustee.         Section 2.10 Representations,  Warranties  and  Covenants  of  the  Depositor.   The  Depositor hereby represents, warrants and covenants to the Trustee and the Delaware Trustee as  follows:         (a)   The Depositor is duly organized and validly existing as a Nebraska corporation in  good  standing  under  the  laws  of  the  State  of  Delaware,  with  power  and  authority  to  own  its  properties and to conduct its business as such properties are currently owned and such business is  presently conducted.         (b)   The Depositor has the power and authority to execute and deliver this Agreement  and to carry out its terms; the Depositor has full power and authority to sell and assign the property  to be sold and assigned to and deposited with the Trust (or with the Trustee on behalf of the Trust)  and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the                                         10  4814-8521-2291.2 





 






Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance  of this Agreement has been duly authorized by the Depositor by all necessary action.         (c)   This  Agreement  has  been  duly  executed  and  delivered  by  the  Depositor  and  constitutes a legal, valid and binding obligation of the Depositor enforceable in accordance with  its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to  creditors’ rights generally and subject to general principles of equity.         (d)   The consummation  of  the  transactions  contemplated  by  this  Agreement  and the  fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and  provisions of, or constitute (with or without notice or lapse of time or both) a default under, the  Articles  of  Incorporation  or  Bylaws  of  the  Depositor,  or  any  indenture,  agreement  or  other  instrument to which the Depositor is a party or by which it is bound; nor result in the creation or  imposition of any lien upon any of its properties pursuant to the terms of any such indenture,  agreement or other instrument (other than pursuant to the Trust Documents); nor violate any law  or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any  court  or  of  any  federal  or  state  regulatory  body,  administrative  agency  or  other  governmental  instrumentality having jurisdiction over the Depositor or its properties.         (e)   The Depositor agrees for the benefit of the Certificateholder that it will comply with  each of the requirements set forth in its Articles of Incorporation or Bylaws.         Section 2.11 Intended Tax Characterization of the Trust.  (a) The parties intend that so  long as the Trust is viewed as having only a single owner for federal income tax purposes (i) the  Trust be classified pursuant to Treasury Regulations promulgated under Section 7701 of the Code  as an entity that is disregarded as distinct from the Certificateholder, (ii) until the issuance of the  Trust Certificate, the Depositor shall be treated as owning all assets owned by the Trust and having  incurred all liabilities incurred by the Trust, (iii) upon the issuance of the Trust Certificate, the  Certificateholder  be  treated  as  owning  all  assets  owned  by  the  Trust  and  having  incurred  all  liabilities  incurred  by  the  Trust  and  (iv) that  all  transactions  between  the  Trust  and  the  Certificateholder be disregarded for tax purposes.         (b)   If the Trust is ever viewed as having two or more beneficial or equity owners for  federal income tax purposes (either because the Trust Certificate is treated as having more than  one  owner),  the  parties  further  intend  that  the  Trust  be  classified  as  a  partnership  pursuant  to  Treasury Regulations promulgated under Section 7701 of the Code and that all income, gain, loss  and expense of the Trust be allocated among such beneficial/equity owners in accordance with the  Treasury Regulations then applicable to entities classified as partnerships for tax purposes.  At  such time, this Agreement may be amended in accordance with Section 11.01 hereof to include  provisions,  if  any,  necessary  to  provide  for  the  maintenance  of  capital  accounts,  to  allow  for  allocations that track as closely as possible the manner in which cash and other property have been  and are to be distributed under the Repurchase Agreement and this Agreement and to designate a  tax matters partner.         (c)   It is further intended that the Trust be classified for all state and local tax purposes  in a manner that is consistent with the foregoing federal income tax characterizations unless and  until otherwise required by an applicable state or local taxing authority.                                         11  4814-8521-2291.2 





 






      (d)   The Certificateholder, by its acceptance of the Trust Certificate issued hereunder,  agrees  to  be  bound  by  the  foregoing  intended  tax  characterizations  and  to  take  no  action  inconsistent with such characterizations unless and until otherwise required by an applicable tax  authority.  The Certificateholder agrees that if the Trust is ever required to file income tax returns  or reports, to cause such returns and reports to be prepared in a manner that is consistent with the  foregoing characterizations.  Each of the Depositor, the Trustee, the Delaware Trustee and the  Certificateholder agree that under no circumstances will they make an election on IRS Form 8832  or otherwise to classify the Trust as an association taxable as a corporation for federal, state or any  other applicable tax purpose.         Section 2.12 Subsidiary Trust Account.  The Trust shall establish and maintain with the  Trustee a segregated non-interest bearing time or demand deposit account (the “Subsidiary Trust  Account”).  The Depositor and the Trust shall cause a Servicer remit all collections (other than  Liquidation Proceeds) received by Servicer with respect to the Education Loans owned by the  Trust into the Subsidiary Trust Account within  two (2) Business Days  of receipt thereof.  All  Liquidation Proceeds received by the Servicer in connection with the sale or other disposition of  an Education Loan shall be remitted to the Subsidiary Trust Account on the same day of receipt.   On each Remittance Date, amounts on deposit in the Subsidiary Trust Account shall be used as  follows:         (a)   first,  to  pay  all  Servicer,  Trustee  and  Delaware  Trustee  fees,  expenses  and  indemnification then due and owing to the Servicer, the Trustee and the Delaware Trustee with  respect to the Subsidiary Trust Assets and pursuant to the express terms of the Facility Documents,  but solely to the extent such amounts are unpaid;         (b)   second,  to  transfer  all  remaining  amounts,  if  any,  to  the  Collection  Account  established  pursuant  to  the  Repurchase  Agreement  until  the  Repurchase  Agreement  has  been  terminated and all obligations owed thereunder to the Buyer have been paid in full, and thereafter  to distribute al remaining amounts to the Certificateholder.                                    ARTICLE III                               TRUST CERTIFICATE         Section 3.01 Initial  Beneficial  Ownership.   Upon  the  formation  of  the  Trust  by  the  contribution by the Depositor pursuant to Section 2.06 hereof and until the issuance of the Trust  Certificate, the Depositor shall be the sole beneficial owner of the Trust.  Upon the occurrence of  the initial Transaction under the Repurchase Agreement, the Trust Certificate and all beneficial  interests therein shall be assigned by the Depositor to the Buyer and the Trust Certificate shall be  re-registered  in  the  name  of  the  Buyer.   For  the  avoidance  of  doubt,  until  the  Repurchase  Agreement is terminated and the obligations owed to the Buyer thereunder are paid in full, the  Buyer shall, for all intents and purposes, be recognized hereunder as the Certificateholder of the  Trust Certificate.         Section 3.02 Corporate Trust Office.  The Trustee initially designates 6801 S. 27th Street,  Lincoln,  NE  68512,  Attention  Jon  Gross,  Senior  Vice  President  (Jon.Gross@ubt.com),  as  its  principal corporate trust office, at which it shall act as trustee of the Trust.  The Delaware Trustee                                         12  4814-8521-2291.2 





 






initially designates its office located at 300 Delaware Avenue, 9th Floor, Wilmington, Delaware   19801 Attn:  Corporate Trust Administration/ Nelnet Legacy Private Loans Trust as its principle  corporate trust office in Delaware.         Section 3.03 The Trust Certificate.         (a)   General.  The Trust Certificate shall be issued in one registered, definitive physical  certificate substantially in the form of Exhibit A hereto intended as a medium for investment and  is a security governed by Article 8 of the Uniform Commercial Code and shall be a “security”  governed by Article 8 of the New York Uniform Commercial Code.  The Certificateholder shall  receive  payments  as  provided  in  Section 2.12  hereof  and  Section 6.3(d)  of  the  Repurchase  Agreement until the Repurchase Agreement is terminated.  The Trust Certificate shall be executed  on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Trustee.         (b)   Authentication.  Concurrently with the contribution of the initial Education Loans  to the Trust on the Effective Date, the Trustee shall cause the Trust Certificate to be executed on  behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor,  signed by its Responsible Officer (as defined in the Repurchase Agreement), without further action  by the Depositor.  No Trust Certificate shall entitle its holder to any benefit under this Agreement,  or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate  of authentication substantially in the form set forth in Exhibit A, executed by a Responsible Officer  of the Trustee by manual signature; such authentication shall constitute conclusive evidence that  such Trust  Certificate shall  have been  duly  authenticated  and delivered  hereunder.   The  Trust  Certificate shall be dated the date of its authentication.         (c)   Registration of Transfer and Exchange.  The Trustee shall be the Trust Certificate  Registrar.  The Trust Certificate Registrar shall keep or cause to be kept, at its office maintained  pursuant to Section 3.02 hereof, a Trust Certificate Register in which, subject to such reasonable  regulations as it may prescribe, the Trustee shall provide for the registration of the Trust Certificate  and of transfers and exchanges of the Trust Certificate as herein provided.         Upon surrender for registration of transfer of the Trust Certificate at its office maintained  pursuant  to  Section 3.02  hereof  and  delivery  thereof  to  the  Trustee,  together  with  a  written  direction to execute and authenticate, the Trustee shall execute, authenticate and deliver, in the  name of the designated transferee, a new Trust Certificate dated the date of authentication by the  Trustee or any authenticating agent.  At the option of the Certificateholder, the Trust Certificate  may  be  exchanged  for  another  Trust  Certificate  upon  surrender  of  the  Trust  Certificate  to  be  exchanged at its office maintained pursuant to Section 3.02 hereof.         A Trust Certificate presented or surrendered for registration of transfer or exchange shall  be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Trust  Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing,  with  such  signature  guaranteed  by  a  member  firm  of  the  New York  Stock  Exchange  or  a  commercial bank or trust company; provided, however, that any transfer or exchange from the  Depositor to the Buyer, or from the Buyer to the Depositor or to any of their Affiliates or from  such Affiliate to any other Affiliate need not have such signature guaranteed.  A Trust Certificate                                          13  4814-8521-2291.2 





 






surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed  of by the Trustee in accordance with its customary practice.         (d)   Taxes and Charges.  No service charge shall be made for any registration of transfer  or exchange of the Trust Certificate, but the Trustee or the Trust Certificate Registrar may require  payment of a sum sufficient to cover any tax or governmental charge that may be imposed in  connection with any transfer or exchange of the Trust Certificate.         (e)   ERISA and Benefit Plans.  The Trust Certificate (including any beneficial interest  therein) may not be acquired directly or indirectly for, on behalf of or with the assets of (i) an  employee  benefit  plan  (as  defined  in  Section 3(3)  of  ERISA)  whether  or  not  subject  to  the  provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of the Code or any entity  whose underlying assets include plan assets by reason of a plan’s investment in the entity, (ii) any  person who is not a United States person within the meaning of Section 7701(a)(30) of the Code  or (iii) any “pass-thru entity” referred to in Section 1(h)(10) of the Code, the income of which  pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities  by any person referred to in clause (ii) above.  By accepting and holding the Trust Certificate, the  holder thereof shall be deemed to have represented and warranted that it is not acquiring the Trust  Certificate by or for the account of any entity in violation of the above restrictions, and to have  agreed  that  if  such  restrictions  are  violated,  the  holder  will  promptly  dispose  of  the  Trust  Certificate.         (f)   Mutilated, Destroyed, Lost or Stolen Trust Certificate.  If (i) the mutilated Trust  Certificate  shall  be  surrendered  to  the  Trust  Certificate  Registrar,  or  if  the  Trust  Certificate  Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of the Trust  Certificate, and (ii) there shall be delivered to the Trust Certificate Registrar and the Trustee such  security or indemnity as may be required by them to save each of them and the Trust harmless,  then in the absence of notice that such Trust Certificate shall have been acquired by a bona fide  purchaser, the Trustee, on behalf of the Trust, shall execute and the Trustee shall authenticate and  deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate,  a new Trust Certificate of like tenor.  In connection with the issuance of any new Trust Certificate  under this Section, the Trustee and the Trust Certificate Registrar may require the payment of a  sum sufficient to cover any tax or other governmental charge that may be imposed in connection  therewith.  Any duplicate Trust Certificate issued pursuant to this subsection (f) shall constitute  conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen  or destroyed Trust Certificate shall be found at any time.         (g)   Persons Deemed  Owners.  Prior to due presentation  of  the  Trust Certificate for  registration of transfer, the Trustee and the Trust Certificate Registrar and any agent of either of  them may treat the Person in whose name the Trust Certificate shall be registered in the Trust  Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions  thereon  and  for  all  other  purposes  whatsoever,  and  neither  the  Trustee,  the  Trust  Certificate  Registrar nor any agent thereof shall be bound by any notice to the contrary.                                          14  4814-8521-2291.2 





 






      (h)   Restrictions on Transfer of the Trust Certificate.               (i)   The  Trust  Certificate  has  not  been  registered  or  qualified  under  the        Securities Act of 1933, as amended (the “Securities Act”) or any state securities law.  No        transfer, sale, pledge or other disposition of the Trust Certificate or any interest therein        shall be made unless such transfer is made pursuant to an exemption under the Securities        Act.               (ii)  The prospective transferee shall be aware that the Trust Certificate shall        bear  legends  referring  to  the  restrictions  contained  in  sub-clause (i)  above  and  by  its        acceptance of the Trust Certificate agrees to abide by such restrictions.               (iii) The prospective transferee shall deliver an opinion of counsel addressed to        the Trustee, and, if it is not the proposed transferor, the Depositor, to the effect that, (1) as        a matter of federal income tax law, such prospective transferee is permitted to accept the        transfer of the Trust Certificate, (2) such transfer or pledge would not jeopardize the tax        treatment  of  the  Trust,  (3) such  transfer  or  pledge  would  not  subject  the  Trust  to  any        entity-level tax, and (4) such pledge or transfer would not cause the Trust to be treated, for        federal income tax purposes, as an association or a publicly traded partnership taxable as a        corporation.               (iv)  No pledge, purchase or transfer of the Trust Certificate shall be effective        unless such pledge, purchase or transfer is to a single owner who shall be the registered        Certificateholder.  In addition, no pledge, purchase or transfer (or purported transfer) of the        Trust  Certificate  shall  be  effective,  and  no  person  shall  otherwise  become  an        Certificateholder if after giving effect to such pledge, purchase or transfer (or purported        transfer) the Trust would have more than 95 equity owners for federal income tax purposes.         For purposes of determining whether the Trust will have more than 95 equity owners, each        person indirectly owning an interest the Trust Certificate through a partnership (including        an entity treated as a partnership for federal income tax purposes), a grantor trust or an S        corporation (each such entity a “flow through entity”) shall be treated as a separate holder        unless the Trust Certificate does not constitute substantially all of the value of the assets in        such flow through entity.                                    ARTICLE IV                              ACTIONS BY TRUSTEE         Section 4.01 Prior Notice to the Certificateholder with Respect to Certain Matters.  With  respect to the  following matters, the Trustee shall not take action unless  at least ten (10) days  before the taking of such action, the Trustee shall have notified the Certificateholder in writing of  the proposed action and the Certificateholder shall not have notified the Trustee in writing prior to  the tenth (10th) calendar day after such notice is given that it has withheld consent or provided  alternative direction:         (a)   the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits  brought in connection with the collection of the Education Loans) and the compromise of any                                         15  4814-8521-2291.2 





 






material  action,  claim  or  lawsuit  brought  by  or  against  the  Trust  (except  with  respect  to  the  aforementioned claims or lawsuits for collection of Education Loans);         (b)   the election by the Trust to file an amendment to the Certificate of Trust (unless  such amendment is required to be filed under the Delaware Statutory Trust Act); or         (c)   the taking of any Enumerated Action with respect to the Trust.         Section 4.02 Action with Respect to Sale of the Education Loans.  Except as expressly  provided in the Trust Documents, the Trustee shall not have the power, except upon the written  direction of the Certificateholder, to sell the Education Loans.  If an Event of Default has occurred  and is continuing under the Repurchase Agreement, the Buyer may exercises the Unwind Rights.         Section 4.03 Action with Respect to Bankruptcy.  The Trustee shall not have the power  to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval  of the Certificateholder, acting with the unanimous consent of its Board of Directors (or other  governing body), and the delivery to the Trustee by the Certificateholder of a certificate certifying  that the Certificateholder reasonably believes that the Trust is insolvent; provided, however, that  under no circumstances shall the Trustee commence or join in commencing such proceeding prior  to  the  date  that  is  one  year  and  one  day  after  the  termination  of  the  Repurchase  Agreement;  provided, further, that nothing herein shall be deemed to prohibit the Trustee from filing a claim  in, or otherwise participating in, any bankruptcy proceeding filed against the Trust.         Section 4.04 Restrictions.  Neither the Depositor nor the Certificateholder shall direct the  Trustee to take or refrain from taking any action if such action or inaction would be contrary to  any  obligation  of  the  Trust  or  the  Trustee  under  this  Agreement  or  any  of  the  other  Trust  Documents or would be contrary to Sections 2.03 or 2.04 hereof nor shall the Trustee be permitted  to follow any such direction, if given.                                    ARTICLE V                 APPLICATION OF TRUST FUNDS; CERTAIN DUTIES         Section 5.01 Application of Trust Funds.  (a) On each Monthly Distribution Date, any  amounts  payable  in  respect  of  the  Trust  Certificate  shall  be  paid  to  the  Certificateholder  in  accordance with Section 2.12 hereof and Section 6.3(d) of the Repurchase Agreement until the  Repurchase Agreement is terminated; provided, that after the Obligations under the Repurchase  Agreement have been satisfied, all remaining assets of the Trust will be available for distribution  to the Certificateholder.         (b)   In  the  event  that  any  withholding  tax  is  imposed  on  any  such  payment  to  the  Certificateholder, such tax shall reduce the amount otherwise distributable on the Trust Certificate.         Section 5.02 Method of Payment.  Distributions made to the Certificateholder on any  Remittance Date shall be made by wire transfer, in immediately available funds, to the account of  such holder at a bank or other entity having appropriate facilities therefor as such holder shall have  provided to the Trustee and the Collection Account Bank at least five Business Days prior to such  Remittance Date.                                         16  4814-8521-2291.2 





 






      Section 5.03 No Segregation of Moneys; No Interest.  Subject to Section 5.01 hereof,  moneys received by the Trustee hereunder need not be segregated in any manner except to the  extent required by law or any Trust Document and may be deposited under such general conditions  as may be prescribed by law, and the Trustee shall not be liable for any interest thereon.         Section 5.04 Reports to the Certificateholder, the Internal Revenue Service and Others.   The Trustee shall provide (or cause to be provided) any reports or other information required to be  provided to the Certificateholder pursuant to the Code, the regulations promulgated thereunder or  other  applicable  law.   In  addition,  the  Trustee  shall  provide  (or  cause  to  be  provided)  any  information  concerning  the  Trust  Certificate  to  the  Internal  Revenue  Service  or  other  taxing  authority as required under the Code, the Treasury Regulations or other applicable law.                                    ARTICLE VI                      AUTHORITY AND DUTIES OF TRUSTEE         Section 6.01 General Authority.  The Trustee is authorized and directed to execute and  deliver  the  Trust  Documents  to  which  the  Trust  is  to  be  a  party  and  each  certificate  or  other  document attached as an exhibit to or contemplated by the Trust Documents to which the Trust is  to be a party and any amendment thereto, in each case, in such form as the Depositor shall approve  as evidenced conclusively by the Trustee’s execution thereof.  The Trustee is also authorized and  directed on behalf of the Trust (i) to acquire and hold legal title to the Education Loans contributed  by the Depositor and (ii) to take all actions required pursuant to the Repurchase Agreement.         In addition to the foregoing, the Trustee is authorized to take all actions required of the  Trust pursuant to the Trust Documents.  The Trustee is further authorized from time to time to take  such action as the Depositor directs or instructs, in writing, with respect to the Trust Documents  and is directed to take such action to the extent that the Depositor is expressly required pursuant  to the Trust Documents to cause the Trustee to act.         Section 6.02 General Duties.  It shall be the duty of the Trustee to discharge (or cause to  be discharged) all of its responsibilities pursuant to the terms of this Agreement and the other Trust  Documents to which the Trust is a party and to administer the Trust in the interest of the Buyer  (unless the Repurchase Agreement has been terminated and all obligations owed thereunder to the  Buyer  have  been  paid  in  full)  and  the  Certificateholder  subject  to  and  in  accordance  with  the  provisions of this Agreement and the other Trust Documents.  Without limiting the foregoing, the  Trustee shall on behalf of the Trust file and prove any claim or claims that may exist on behalf of  the  Trust  against  the  Depositor  in  connection  with  any  claims  paying  procedure  as  part  of  an  insolvency or a receivership proceeding involving the Depositor.  Notwithstanding the foregoing,  the Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under  the other Trust Documents to the extent the Depositor has agreed to perform any act or to discharge  any duty of the Trustee hereunder or under any other Trust Document, and the Trustee shall not  be held liable for the default or failure of the Depositor to carry out its obligations hereunder.   Except  as  expressly provided in  the  Trust Documents,  the Trustee  shall  have  no  obligation  to  administer, service or collect the Education Loans or to maintain, monitor or otherwise supervise  the administration, servicing or collection of the Education Loans, and the Depositor shall provide  for  such  administration,  servicing  or  collection  unless  there  is  an  Event  of  Default  under  the                                         17  4814-8521-2291.2 





 






Repurchase Agreement, in which case the Certificateholder shall provide for such administration,  servicing or collection.  The Trustee shall not be required to advance any funds against collections  on the Education Loans or to any party under any Facility Document.         Section 6.03 Action upon Instruction.  (a) The Trustee shall not be required to take any  action  hereunder  or  under  any  other  Trust  Document  if  the  Trustee  shall  have  reasonably  determined, or shall have been advised by counsel, that such action is likely to result in liability  on  the  part  of  the  Trustee  or  is  contrary  to  the  terms  hereof,  any  other  Trust  Document  or  is  otherwise contrary to law.         (b)   Whenever  the  Trustee  is  unable  to  determine  the  appropriate  course  of  action  between alternative courses and actions permitted or required by the terms of this Agreement or  under any other Trust Document, the Trustee shall promptly give notice (in such form as shall be  appropriate under the circumstances) to the Certificateholder requiring instruction as to the course  of action to be adopted, and to the extent the Trustee acts in good faith in accordance with any  written instruction of the Certificateholder received, the Trustee shall not be liable on account of  such action to any Person.  If the Trustee shall not have received appropriate instruction within  ten (10) days of such notice (or within such shorter period of time as reasonably may be specified  in such notice or may be necessary under the circumstances) it may, but shall be under no duty to,  take or refrain from taking such action, not inconsistent with this Agreement or the other Trust  Documents, as it shall deem to be in the best interests of the Certificateholder, and shall have no  liability to any Person for such action or inaction.         (c)   In the event that the Trustee is unsure as to the application of any provision of this  Agreement, or any other Trust Document, or any such provision is ambiguous as to its application,  or is, or appears to be, in conflict with any other applicable provision, or in the event that this  Agreement permits any determination by the Trustee or is silent or is incomplete as to the course  of action that the Trustee is required to take with respect to a particular set of facts, the Trustee  may  give  notice  (in  such  form  as  shall  be  appropriate  under  the  circumstances)  to  the  Certificateholder requesting written instruction and, to the extent that the Trustee acts or refrains  from acting in good faith in accordance with any such written instruction received, the Trustee  shall not be liable, on account of such action or inaction, to any Person.  If the Trustee shall not  have received appropriate instruction within ten (10) days of such notice (or within such shorter  period  of  time  as  reasonably  may  be  specified  in  such  notice  or  may  be  necessary  under  the  circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not  inconsistent with this Agreement or the other Trust Documents, as it shall deem to be in the best  interest  of  the  Certificateholder,  and  shall  have  no  liability  to  any  Person  for  such  action  or  inaction.         Section 6.04 No Duties Except as Specified in this Agreement or in Instructions.  The  Trustee  shall  not  have  any  duty  or  obligation  to  manage,  make  any  payment  with  respect  to,  register, record, sell, service, dispose of or otherwise deal with the Trust Estate, or to otherwise  take or refrain from taking any action under, or in connection with, any document contemplated  hereby to which the Trustee is a party, except as expressly provided by the terms of this Agreement,  any  other  Trust  Document  or  in  any  document  or  written  instruction  received  by  the  Trustee  pursuant  to  Section 6.03  herein;  and  no  implied  duties  or  obligations  shall  be  read  into  this  Agreement  or  any  other  Trust  Document  against  the  Trustee.   The  Trustee  shall  have  no                                         18  4814-8521-2291.2 





 






responsibility for the preparation, correctness, accuracy, existence, validity or perfection of any  financing statement or filing any financing or continuation statement in any public office at any  time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it  hereunder or to record this Agreement or any other Trust Document.  The Trustee nevertheless  agrees that it will, at its own cost and expense, promptly take all action as may be necessary to  discharge any liens on any part of the Trust Estate that result from actions by, or claims against,  UB&T, in its individual capacity or as the Trustee that are not related to the ownership or the  administration of the Trust Estate.         Section 6.05 No Action Except Under Specified Documents or Instructions.  The Trustee  shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate  except (i) in accordance with the powers granted to and the authority conferred upon the Trustee  pursuant to this Agreement, (ii) in accordance with the other Trust Documents to which it is a party  and  (iii) in  accordance  with  any  document  or  instruction  delivered  to  the  Trustee  pursuant  to  Section 4.02 or 6.03 hereof.         Section 6.06 Restrictions.  The Trust shall act only through the Trustee or the Depositor  (acting pursuant to the terms hereof).  Neither the Trustee nor the Depositor shall take any action  (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 hereof or the other  Trust Documents or the covenants regarding operations set forth in Section 2.04 hereof or (b) that,  to the actual knowledge of the Trustee or the Depositor, would result in the Trust becoming taxable  as a corporation for federal income purposes.  Neither the Depositor nor the Certificateholder shall  direct the Trustee or the Depositor to take action that would violate the provisions of this Section.                                   ARTICLE VII           CONCERNING THE TRUSTEE AND THE DELAWARE TRUSTEE         Section 7.01 Acceptance of Trusts and Duties.  Each of the Trustee and the Delaware  Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect  to such trusts but only upon the terms of this Agreement.  The Trustee also agrees to disburse or  cause to be disbursed all moneys actually received by it constituting part of the Trust Estate upon  the terms of this Agreement and the other Trust Documents.  Neither the Trustee nor the Delaware  Trustee shall be answerable or accountable hereunder or under any other Trust Document under  any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case  of the inaccuracy of any representation or warranty contained in Section 7.02 hereof expressly  made by the Trustee or the Delaware Trustee.  In particular, but not by way of limitation (and  subject to the exceptions set forth in the preceding sentence):         (a)   neither  the  Trustee  nor  the  Delaware  Trustee  shall  be  liable  for  any  error  of  judgment made in good faith by an officer or employee of the Trustee or the Delaware Trustee;         (b)   neither the Trustee nor the Delaware Trustee shall be liable with respect to any  action  taken  or  omitted  to  be  taken  in  good  faith  by  it  in  accordance  with  the  direction  or  instructions of the Depositor or the Certificateholder;                                          19  4814-8521-2291.2 





 






      (c)   the recitals contained herein and in the Trust Certificate (other than the signature of  the  Trustee  and  the  certificate  of  authentication  on  the  Trust  Certificate)  shall  be  taken  as  statements  of  the  Depositor,  and  neither  the  Trustee  nor  the  Delaware  Trustee  shall  have  any  responsibility for the correctness thereof;         (d)   no  provision  of  this  Agreement  or  any  other  Trust  Document  shall  require  the  Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability  in the performance of any of its rights or powers hereunder or under any other Trust Document, if  the Trustee or the Delaware Trustee shall have reasonable grounds for believing that repayment of  such  funds  or  adequate  indemnity  against  such  risk  or  liability  is  not  reasonably  assured  or  provided to it;         (e)   under  no  circumstances  shall  the  Trustee  or  the  Delaware  Trustee  be  liable  for  indebtedness evidenced by or arising under any of the Trust Documents;         (f)   except  for  the  representations  and  warranties  included  in  Section 7.02  hereof,  neither the Trustee nor the Delaware Trustee shall be responsible or personally liable for or in  respect of the validity, enforceability or sufficiency of this Agreement or for the due execution  hereof  by  the  Depositor  or  for  the  form,  character,  genuineness,  enforceability,  sufficiency,  accuracy,  value  or  validity  of  any  of  the  Trust  Estate  or  for  or  in  respect  of  the  validity,  enforceability or sufficiency of the Trust Documents, other than (in the case of the Trustee) the  certificate  of  authentication on  the Trust Certificate,  and  neither  the  Trustee  nor  the  Delaware  Trustee  shall  in  any  event  assume  or  incur  any  liability,  duty  or  obligation  to  the  Buyer,  the  Depositor or the Certificateholder, other than as expressly provided for herein and in the other  Trust Documents;         (g)   neither  the  Trustee nor the  Delaware  Trustee shall be  responsible  or  personally  liable for recording this Agreement or any other Trust Document, to prepare or file any financing  or continuation statement in any public office at any time or otherwise to perfect or maintain the  perfection of any ownership or security interest or lien or to prepare any tax, qualification to do  business or securities law filing or report;         (h)   neither the Trustee nor the Delaware Trustee shall be liable for, or have any duty to  supervise or monitor, the action or inaction, default or misconduct of the Depositor, the Buyer or  the Servicer under any of the other Trust Documents or otherwise and the Trustee and the Delaware  Trustee may assume performance by each of such parties absent written notice or actual knowledge  of a Responsible Officer to the contrary, and neither the Trustee nor the Delaware Trustee shall  have any obligation or liability to perform the obligations of the Trust under this Agreement or the  other Trust Documents that are required to be performed by the Depositor under the Repurchase  Agreement or the Servicer under the Servicing Agreement;         (i)   neither  the  Trustee  nor  the  Delaware  Trustee  shall  be  under  any  obligation  to  exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or  defend any litigation under this Agreement or otherwise or in relation to this Agreement or any  other  Trust  Document,  at  the  request, order or direction  of the  Depositor  or  Certificateholder,  unless the Depositor or such holder has offered to the Trustee or the Delaware Trustee security or  indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the                                         20  4814-8521-2291.2 





 






Trustee or the Delaware Trustee therein or thereby.  The right of the Trustee or the Delaware  Trustee  to  perform  any  discretionary  act  enumerated  in  this  Agreement  or  in  any  other  Trust  Document shall not be construed as a duty, and neither the Trustee nor the Delaware Trustee shall  be answerable for other than its gross negligence or willful misconduct in the performance of any  such act;          (j)   in no event shall the Trustee or the Delaware Trustee be responsible or liable for  any failure or delay in the performance of its obligations hereunder arising out of or caused by,  directly  or  indirectly,  forces  beyond  its  control,  including,  without  limitation,  strikes,  work  stoppages, acts of war or terrorism, insurrection, civil or military disturbances, nuclear or natural  catastrophes or acts of God, and interruptions, loss or malfunction of utilities, communications, or  computer  services;  it  being  understood  that  the  Trustee  or  the  Delaware  Trustee  shall  use  reasonable efforts which are consistent with accepted practices in the banking industry to resume  performance of their respective obligations as soon as practicable under the circumstances;         (k)   in no event shall the Trustee or the Delaware Trustee be responsible or liable for  any  special,  indirect,  punitive,  incidental  or  consequential  loss  or  damage  (including,  without  limitation, lost profits) of any kind whatsoever irrespective of whether the Trustee or the Delaware  Trustee has been advised of the likelihood of such loss or damage and regardless of the form of  action;         (l)   neither the Trustee nor the Delaware Trustee shall be deemed to have knowledge  or  notice  of  any  event  or  information,  including  any  Event  of  Default  under  the  Repurchase  Agreement, or be required to act upon any event or information (including the sending of any  notice), unless written notice of such event or information is received by a Responsible Officer  and such notice references the event or information.  Absent written notice in accordance with this  Section,  the  Trustee  and  the  Delaware  Trustee  may  assume  that  no  such  event  has  occurred.   Neither  the  Trustee  nor  the  Delaware  Trustee  shall  have  any  obligation  to  inquire  into,  or  investigate as to, the occurrence of any such event (including any Event of Default).  For purposes  of  determining  the  Trustee’s  or  the  Delaware  Trustee’s  responsibility  and  liability  hereunder,  whenever reference is made in this Agreement to any event (including, but not limited to, an Event  of Default), such reference shall be construed to refer only to such event of which the Trustee or  the Delaware Trustee, as the case may be, has received written notice as described in this Section;         (m)   the  Trustee  and  the  Delaware  Trustee  shall  be  entitled  to  rely  conclusively  on  officer’s certificates provided by the Depositor or the Certificateholder, as the case may be, to  confirm compliance by the Trust with its covenants and obligations, but shall have no duty to  request or otherwise monitor the delivery of such officer’s certificates; and         (n)   in no event shall the Trustee or the Delaware Trustee have any responsibility to  monitor compliance with or enforce compliance with Regulation RR or other rules or regulations,  including relating to risk retention.  Neither the Trustee nor the Delaware Trustee shall be charged  with knowledge of such rules, nor shall it be liable to the Certificateholder, the Depositor, the  Servicer or other person for violation of such rules now or hereinafter in effect.                                          21  4814-8521-2291.2 





 






      Section 7.02 Representations, Warranties and Covenants of the Trustee and the Delaware  Trustee.  (a) The Trustee hereby represents and warrants as of the date hereof to the Depositor and  the Certificateholder that:               (i)   It is duly organized and validly existing in good standing under the laws of        its governing jurisdiction and has an office located within the State of Nebraska.  It has all        requisite banking power and authority to execute, deliver and perform its obligations under        this Agreement.               (ii)  It has taken all action necessary to authorize the execution and delivery by        it of this Agreement, and this Agreement has been executed and delivered by one of its        officers who is duly authorized to execute and deliver this Agreement on its behalf.               (iii) None  of  the  execution  or  the  delivery  by  it  of  this  Agreement,  the        consummation by it of the transactions contemplated hereby or under any Trust Document        to which it is a party, or compliance by it with any of the terms or provisions hereof or        thereof will contravene any federal or New York state law, governmental rule or regulation        governing the banking or trust powers of the Trustee or any judgment or order binding on        it, or constitute any default under its charter documents or by-laws.               (iv)  This Agreement has been duly executed and delivered and constitutes the        legal, valid and binding agreement of the Trustee, enforceable in accordance with its terms,        except  as  enforceability  may  be  limited  by  bankruptcy,  insolvency,  reorganization,        moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights        generally, and by general principles of equity, including, without limitation, concepts of        materiality,  reasonableness,  good  faith  and  fair  dealing  (regardless  of  whether  such        enforceability is considered in a proceeding in equity or at law).         (b)   The Delaware Trustee hereby represents and warrants as of the date hereof to the  Depositor and the Certificateholder that:               (i)   It is duly organized and validly existing in good standing under the laws of        its governing jurisdiction and has an office located within the State of Delaware.  It has all        requisite  corporate  power  and  authority  to  execute,  deliver  and  perform  its  obligations        under this Agreement.               (ii)  It has taken all corporate action necessary to authorize the execution and        delivery by it of this Agreement, and this Agreement has been executed and delivered by        one of its officers who is duly authorized to execute and deliver this Agreement on its        behalf.               (iii) Neither  the  execution  nor  the  delivery  by  it  of  this  Agreement,  nor  the        consummation by it of the transactions contemplated hereby nor compliance by it with any        of  the  terms  or  provisions  hereof  will  contravene  any  federal  or  Delaware  state  law,        governmental rule or regulation governing the banking or trust powers of the Delaware        Trustee or any judgment or order binding on it, or constitute any default under its charter        documents or by-laws.                                         22  4814-8521-2291.2 





 






            (iv)  This Agreement has been duly executed and delivered and constitutes the        legal, valid and binding agreement of the Delaware Trustee, enforceable in accordance with        its  terms,  except  as  enforceability  may  be  limited  by  bankruptcy,  insolvency,        reorganization,  or  other  similar  laws  affecting  the  enforcement  of  creditors’  rights  in        general and by general principles of equity, regardless of whether such enforceability is        considered in a proceeding in equity or at law.         Section 7.03 Reliance; Advice of Counsel.  (a) The Trustee and the Delaware Trustee  shall  incur  no  liability  to  anyone  in  acting  upon  any  signature,  instrument,  direction,  notice,  resolution, request, consent, order, certificate, report, opinion, bond or other document or paper  believed by it to be genuine and believed by it to be signed by the proper party or parties.  The  Trustee and the Delaware Trustee may request and conclusively rely upon an opinion of counsel.  The Trustee and the Delaware Trustee may accept a certified copy of a resolution of the board of  directors  or  other  governing  body  of  any  corporate  party  as  conclusive  evidence  that  such  resolution has been duly adopted by such body and that the same is in full force and effect.  As to  any fact or matter the method of the determination of which is not specifically prescribed herein,  the Trustee and the Delaware Trustee may for all purposes hereof request and rely on a certificate,  signed by the president or any vice president or by the treasurer or other Responsible Officers (as  defined in the Repurchase Agreement) of the relevant party, as to such fact or matter and such  certificate shall constitute full protection to the Trustee or the Delaware Trustee for any action  taken or omitted to be taken by it in good faith in reliance thereon.  Neither the Trustee nor the  Delaware Trustee need investigate or re-calculate, evaluate, verify or independently determine the  accuracy of any report, certificate, information, statement, representation or warranty or any fact  or matter stated in such document and may conclusively rely as to the truth of the statements and  the correctness of the opinions expressed therein.         (b)   In the exercise or administration of the trusts hereunder and in the performance of  its duties and obligations under this Agreement or the other Trust Documents, the Trustee and the  Delaware Trustee may, at the expense of the Trust, (i)  act directly or through its agents or attorneys  pursuant to agreements entered into with any of them (and the Trustee and the Delaware Trustee  shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or  attorneys shall have been selected by the Trustee or the Delaware Trustee, as the case may be, with  due care) and (ii)  consult with counsel, experts and accountants to be selected with due care and  employed by it.  Neither the Trustee nor the Delaware Trustee shall be liable for anything done,  suffered or omitted in good faith by it in accordance with the advice or written opinion of any such  counsel, experts or accountants and not contrary to this Agreement or any other Trust Document.         Section 7.04 Not Acting in Individual Capacity.  Except as provided in this Article, in  accepting the trusts hereby created each of UB&T and U.S. Bank Trust National Association is  acting solely as Trustee and Delaware Trustee, respectively, hereunder and not in its individual  capacity and all Persons having any claim against the Trustee or the Delaware Trustee by reason  of the transactions contemplated by this Agreement or any other Trust Document shall look only  to the Trust Estate for payment or satisfaction thereof.         Section 7.05 Trustee and Delaware Trustee Not Liable for Trust Certificate or Education  Loans.  The recitals contained herein and in the Trust Certificate (other than the representations,  warranties and covenants of the Trustee and the signature of and authentication by the Trustee on                                         23  4814-8521-2291.2 





 






the Trust Certificate) shall be taken as the statements of the Depositor, and each of the Trustee and  the Delaware Trustee assume no responsibility for the correctness thereof.  The Trustee and the  Delaware Trustee make no representations as to the validity or sufficiency of this Agreement, the  Trust Certificate, any other Trust Document (other than in the case of the Trustee the signature of  and  authentication  by  the  Trustee  on  the  Trust  Certificate)  or  any  Education  Loan  or  related  documents.         Neither the Trustee nor the Delaware Trustee shall at any time have any responsibility (or  liability) for or with respect to the legality, validity, enforceability and eligibility of any Education  Loan, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the  payments to be distributed to the Certificateholder under this Agreement or under the Repurchase  Agreement,  including  (a) the  existence  and  contents  of  any  computer  or  other  record  of  any  Education Loan, (b) the validity of the assignment of any Education Loan to the Trustee on behalf  of the Trust, (c) the completeness of any Education Loan file, (d) the performance or enforcement  (except as expressly set forth in any Trust Document) of any Education Loan, (e) the enforceability  of any Education Loan, (f) the compliance by the Servicer with any warranty, representation or  covenant made under any Trust Document or in any related document, or (g) the accuracy of any  such warranty or representation or any action or inaction of the Depositor, the Certificateholder or  the Servicer taken in the name of the Trustee or the Delaware Trustee.         Section 7.06 Duties of the Delaware Trustee.  The Delaware Trustee is appointed to serve  as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement  of Section 3807(a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with  a principal place of business in Delaware.  It is understood and agreed by the parties hereto that  the Delaware Trustee shall have none of the duties or liabilities of the Trustee.  The duties of the  Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of  Delaware and (b) the execution of any certificates required to be filed with the Secretary of State  of the State of Delaware which the Delaware Trustee is required to execute under Section 3811 of  the Delaware Statutory Trust Act.  To the extent that, at law or in equity, the Delaware Trustee has  duties  (including  fiduciary  duties)  and liabilities  relating  thereto with  respect  to the  Trust,  the  beneficial owners thereof or any other person, it is hereby understood and agreed by the other  parties hereto that such duties and liabilities will be replaced by the duties and liabilities of the  Delaware Trustee expressly set forth in this Section.  No implied duties (including fiduciary duties)  or obligations  shall  be  read into  this  Agreement  or any Trust  Document  against the Delaware  Trustee.  The Delaware Trustee shall have all the rights, privileges and immunities (but none of  the obligations) of the Trustee.  In addition to the foregoing, the Delaware Trustee also hereby  agrees to execute and deliver all amendments or supplements to this Agreement, delivered to it for  execution pursuant to Section 11.01 hereof, if such amendment or supplement does not affect the  rights, indemnities, immunities or duties of the Delaware Trustee.  The Delaware Trustee shall not  be liable for supervising or monitoring the performance and the duties and obligations of any other  Person, including, without limitation, the Trustee or the Trust under this Agreement or any Trust  Document and the Delaware Trustee shall have no liability for the acts or omissions of the Trustee,  the Trust, the beneficial owners thereof or any other person.                                          24  4814-8521-2291.2 





 






                                ARTICLE VIII     COMPENSATION AND INDEMNITY OF TRUSTEE AND DELAWARE TRUSTEE         Section 8.01 Trustee’s and Delaware Trustee’s Fees and Expenses.  The Trustee and the  Delaware Trustee shall receive as compensation for its services hereunder the trustee fees, payable  in accordance with Section 2.12 hereof.  The Trustee and the Delaware Trustee shall be entitled to  be reimbursed  by the  Trust,  or,  to the extend not paid thereby, by  the  Depositor,  for  its  other  reasonable  expenses  (including  the  reasonable  fees  and  expenses  of  counsel  and  independent  accountants) hereunder, payable in accordance with Section 2.12 hereof, or, to the extend not paid  thereby, by the Depositor.         Section 8.02 Payments to the Trustee and to the Delaware Trustee.  Any amounts paid to  the Trustee or to the Delaware Trustee pursuant to Section 8.01 hereof shall be deemed not to be  a part of the Trust Estate immediately after such payment.         Section 8.03 Indemnity.   Each  of  the  Trust  and  the  Depositor,  jointly  and  severally,  agrees, to the fullest extent permitted by applicable law, to assume liability for, defend, indemnify  and hold harmless the Trustee, in its individual capacity and in its capacity as Trustee, and the  Delaware Trustee, in its individual capacity and in its capacity as Delaware Trustee, and their  officers,  directors,  employees  and  agents  from  and  against  any  and  all  liabilities,  obligations,  losses, damages, taxes, claims, actions, suits, costs, expenses, taxes, penalties and disbursements  (including reasonable fees and expenses of its accountants, experts and counsel, including without  limitation, any legal fees, costs and expenses in connection with enforcing (including any action,  claim or suit brought) its rights to indemnity hereunder) of any kind and nature whatsoever which  may  be  imposed  on,  incurred  by  or  asserted  at  any  time  against  the  Trustee,  in  its  individual  capacity and in its capacity as Trustee, or the Delaware Trustee, in its individual capacity and in  its capacity as Delaware Trustee, and their officers, directors, employees and agents in any way  relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance,  creation, operation, termination or administration of the Trust Estate or the Trust or any action or  inaction of the Trustee,  the Delaware Trustee or the Trust hereunder or under the Transaction  Documents or any other agreement contemplated by any of the foregoing or any certificate of the  Certificateholder, except only that the Trust shall not be required so to assume liability for, or to  indemnify any of the foregoing Persons with respect to such Person’s gross negligence or willful  misconduct and provided that the Trust, the Trustee and the Delaware Trustee agree that such  assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, costs,  expenses, taxes, penalties or disbursements of any kind shall be direct and primary and not that of  a guarantor.  If any item assumed by the Trust under this Section is also subject to indemnification  by another party to any of the documents specifically referenced herein (other than Section 8.04  hereof),  the  Trustee  or  the  Delaware  Trustee  shall  first  make  demand  on  such  party  for  indemnification of any such item but shall not be obligated to exhaust its remedies thereunder.   The indemnities contained in this Section shall survive the resignation or removal of the Trustee  or the Delaware Trustee and shall survive the termination of the Trust and this Agreement.  Such  indemnification  and  reimbursement  shall  be  paid  solely  from  amounts  made  available  in  the  Subsidiary Trust Account pursuant to Section 2.12 hereof.                                          25  4814-8521-2291.2 





 






      Section 8.04 Certificateholder to Assume Liability.  To the extent the following amounts  required to be paid hereunder to the Trustee or the Delaware Trustee are not paid pursuant to  Sections 8.01  or  8.03  hereof  and  to  the  fullest  extent  permitted  by  applicable  law,  the  Certificateholder shall pay or cause to be paid (or reimburse the Trustee or the Delaware Trustee,  as applicable, for) (a) all reasonable fees and expenses of the Trustee and the Delaware Trustee, as  applicable, hereunder, including, without limitation, the reasonable compensation, expenses and  disbursements of such agents, representatives, accountants, experts and counsel as the Trustee and  the Delaware Trustee, as applicable, may employ in connection with the exercise and performance  of its rights and duties under this Agreement, the Transaction Documents or any other agreement  contemplated by any of the foregoing, whether or not the transactions contemplated hereby and  thereby are consummated and (b) all amounts required to be paid by Sections 8.01 or 8.03 hereof  and not paid by the Trust.  The liabilities and indemnities contained in this Section are for the  benefit of the Trustee and the Delaware Trustee, as applicable, each in its individual capacity and  its officers, directors and employees and shall not be construed as imposing any liabilities on the  Certificateholder or any Affiliate thereof for any expense or liability of the Trust to third parties.   Except as expressly provided in this Section and in Sections 3.03(f), 7.01(d) and 7.01(i) hereof,  the Certificateholder shall not have any liabilities for the expenses and liabilities of the Trust and  all such expenses and liabilities are special limited obligations of the Trust payable solely from the  Trust Estate.                                    ARTICLE IX                      TERMINATION OF TRUST AGREEMENT         Section 9.01 Termination  of  Trust  Agreement.   (a)  This  Agreement  (other  than  Article VIII) and the Trust shall terminate and be of no further force or effect upon (i) the final  distribution of all moneys or other property or proceeds of the Trust Estate in accordance with the  terms of the Repurchase Agreement and Article V hereof and (ii) the filing of the certificate of  cancellation by the Trustee pursuant to subsection (c) of this Section.  The bankruptcy, liquidation,  dissolution,  death  or  incapacity  of  the  Certificateholder  shall  not  (x) operate  to  terminate  this  Agreement  or  the  Trust,  (y) entitle  such  holder’s  legal  representatives  or  heirs  to  claim  an  accounting or to take any action or proceeding in any court for a partition or winding up of all or  any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of  the parties hereto.         (b)   Except  as  provided  in subsection (a)  of this  Section,  none  of  the Depositor, the  Buyer or the Certificateholder shall be entitled to revoke or terminate the Trust.         (c)   Upon final distribution of any funds remaining in the Trust, the Trustee shall file a  certificate  of  cancellation  (to  be  prepared  by  the  Depositor)  of  the  Trust’s  certificate  of  trust  pursuant to Section 3810(c) of the Delaware Statutory Trust Act and shall give notice thereof to  the Delaware Trustee.                                    ARTICLE X                                          26  4814-8521-2291.2 





 






    SUCCESSOR TRUSTEES AND DELAWARE TRUSTEES AND ADDITIONAL                     TRUSTEES AND DELAWARE TRUSTEES         Section 10.01 Eligibility Requirements for Trustee and Delaware Trustee.  The Trustee  (other than UB&T, as initial Trustee) shall at all times be a corporation or association (i) being  authorized  to  exercise  corporate  trust  powers  and  hold  legal  title  to  the  Education  Loans;  (ii) having a combined capital and surplus of at least $50,000,000 and being subject to supervision  or examination by Federal or state authorities; (iii) having a place of business in the State of New  York and (iv) having (or having a parent which has) a rating in respect of its long-term senior  unsecured debt of  at least “BBB-“ (or the equivalent) by each of the Rating Agencies.   If the  Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements  of  the  aforesaid  supervising  or  examining  authority,  then  for  the  purpose  of  this  Section,  the  combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus  as set forth in its most recent report of condition so published.  The Delaware Trustee shall at all  times be a bank or trust company satisfying the provisions of Section 3807(a) of the Delaware  Statutory Trust Act.  In case at any time the Trustee or the Delaware Trustee, as the case may be,  shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the  Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect  specified in Section 10.02 hereof.         Section 10.02 Resignation or Removal of Trustee or the Delaware Trustee.  The Trustee  or the Delaware Trustee, as the case may be, may at any time resign and be discharged from the  trusts hereby created by giving thirty (30) days  written notice thereof to the Depositor.  Upon  receiving such notice of resignation, the Depositor shall, with the consent of the Buyer (unless the  Repurchase Agreement has been terminated and all obligations owed thereunder to the Buyer have  been paid in full, and which consent shall not be unreasonably withheld, conditioned or delayed),  promptly appoint a successor Trustee or Delaware Trustee, as applicable, meeting the eligibility  requirements  of  Section 10.01  hereof  by  written  instrument,  in  duplicate,  one  copy  of  which  instrument shall be delivered to the resigning Trustee or Delaware Trustee and one copy to the  successor Trustee or Delaware Trustee.  If no successor Trustee or Delaware Trustee shall have  been so appointed and have accepted appointment within thirty (30) days after the giving of such  notice  of  resignation,  the  resigning  Trustee  or  Delaware  Trustee  may  petition  any  court  of  competent jurisdiction for the appointment of a successor Trustee or Delaware Trustee; provided,  however, that such right to appoint or to petition for the appointment of any such successor shall  in  no  event  relieve  the  resigning  Trustee  or  Delaware  Trustee  from  any  obligations  otherwise  imposed  on  it  under  the  Trust  Documents  until  such  successor  has  in  fact  assumed  such  appointment.         If at any time the Trustee or the Delaware Trustee shall cease to be or shall be likely to  cease to be eligible in accordance with the provisions of Section 10.01 hereof and shall fail to  resign after written request therefor by the Depositor, or if at any time an event of bankruptcy with  respect to the Trustee or the Delaware Trustee shall have occurred and be continuing, then the  Depositor may remove the Trustee or the Delaware Trustee.  If the Depositor shall remove the  Trustee  or  the  Delaware  Trustee,  as  the  case  may  be,  under  the  authority  of  the  immediately  preceding sentence, the Depositor shall promptly appoint a successor Trustee or Delaware Trustee,  as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered                                         27  4814-8521-2291.2 





 






to the outgoing Trustee or Delaware Trustee so removed and one copy to the successor Trustee or  Delaware Trustee, as applicable.         Any resignation or removal  of  the Trustee  or  the  Delaware Trustee, as  applicable, and  appointment of a successor Trustee or Delaware Trustee, as applicable, pursuant to any of the  provisions  of  this  Section  shall  not  become  effective  until  acceptance  of  appointment  by  the  successor Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 hereof, payment  of all fees and expenses owed to the outgoing Trustee or the Delaware Trustee, as applicable, and  the  filing  of  a  certificate  of  amendment  to  the  Trust’s  certificate  of  trust  pursuant  to  Section 3810(b) of the Delaware Statutory Trust Act.  The Depositor shall provide notice of such  resignation  or  removal  of  the  Trustee  or  the  Delaware  Trustee,  as  applicable,  to  the  Certificateholder and the Buyer (unless the Repurchase Agreement has been terminated and all  obligations owed thereunder to the Buyer have been paid in full).         Section 10.03 Successor  Trustee  or  Delaware  Trustee.   Any  successor  Trustee  or  Delaware  Trustee,  as  applicable,  appointed  pursuant  to  Section 10.02  hereof  shall  execute,  acknowledge and deliver to the Depositor and to its predecessor Trustee or Delaware Trustee, as  applicable, an instrument accepting such appointment under this Agreement, and thereupon the  resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become  effective and such successor Trustee or Delaware Trustee, as applicable, without any further act,  deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations  of  its  predecessor  under  this  Agreement,  with  like  effect  as  if  originally  named  as  Trustee  or  Delaware Trustee, as applicable.  The predecessor Trustee or Delaware Trustee, as applicable,  shall upon payment to it of its fees and expenses deliver to the successor Trustee or Delaware  Trustee,  as  applicable,  all  documents,  statements,  moneys  and properties  held  by it under  this  Agreement; and the Depositor and the predecessor Trustee or Delaware Trustee, as applicable,  shall execute and deliver such instruments and do such other things as may reasonably be required  for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as  applicable, all such rights, powers, duties and obligations.         No successor Trustee or Delaware Trustee, as applicable, shall accept such appointment as  provided in this Section unless, at the time of such acceptance, such successor Trustee or Delaware  Trustee, as applicable, shall be eligible pursuant to Section 10.01 hereof.         Upon  acceptance  of  appointment  by  a  successor  Trustee  or  Delaware  Trustee,  as  applicable, pursuant to this Section, the Depositor shall mail notice of the successor of such Trustee  or Delaware Trustee, as applicable, to the Certificateholder and the Administrative Agent.  If the  Depositor shall fail to mail such notice within ten days after acceptance of appointment by the  successor Trustee or Delaware Trustee, as applicable, the successor Trustee or Delaware Trustee,  as applicable, shall cause such notice to be mailed at the expense of the Depositor.         Any successor Delaware Trustee appointed pursuant to this Section shall promptly file an  amendment to the certificate of trust with the Secretary of State identifying the name and principal  place of business of such successor Delaware Trustee in the State of Delaware.         Section 10.04 Merger or Consolidation of Trustee or Delaware Trustee.  Any corporation  or association into which the Trustee or the Delaware Trustee, as applicable, may be merged or                                         28  4814-8521-2291.2 





 






converted or with which it may be consolidated, or any corporation or association resulting from  any  merger,  conversion  or  consolidation  to  which  the  Trustee  or  the  Delaware  Trustee,  as  applicable, shall be a party, or any corporation or association succeeding to all or substantially all  the corporate trust business of the Trustee or the Delaware Trustee, as applicable, shall, without  the execution or filing of any instrument or any further act on the part of any of the parties hereto,  anything herein to the contrary notwithstanding, be the successor of the Trustee or the Delaware  Trustee, as applicable, hereunder; provided that such corporation or association shall be eligible  pursuant to Section 10.01 hereof; and provided, further, that the Trustee or the Delaware Trustee,  as applicable, shall mail notice of such merger or consolidation to the Buyer (unless the Repurchase  Agreement has been terminated and all obligations owed thereunder to the Buyer have been paid  in full) not less than fifteen (15) days prior to the effective date thereof and the Delaware Trustee  shall file an amendment to the certificate of trust as required under the Delaware Statutory Trust  Act.         Section 10.05 Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other  provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of  any jurisdiction in which any part of the Trust Estate may at the time be located, the Depositor and  the Trustee acting jointly shall have the power and shall execute and deliver all instruments to  appoint one or more Persons  approved by the  Trustee,  meeting the  eligibility  requirements  of  clauses (i) through (iii) of the first sentence of Section 10.01 hereof, to act as co-trustee, jointly  with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and  to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof, and,  subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as  the Depositor and the Trustee may consider necessary or desirable.  If the Depositor shall not have  joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the  Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee  under  this  Agreement  shall  be  required  to  meet  the  terms  of  eligibility  as  a  successor  trustee  pursuant to clauses (i) or (iii) of Section 10.01 hereof and no notice of the appointment of any  co-trustee or separate trustee shall be required pursuant to Section 10.03 hereof.         Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and  act subject to the following provisions and conditions:               (i)   all rights, powers, duties, and obligations conferred or imposed upon the        Trustee  shall  be  conferred  upon  and  exercised  or  performed  by  the  Trustee  and  such        separate  trustee  or  co-trustee  jointly  (it  being  understood  that  such  separate  trustee  or        co-trustee is not authorized to act separately without the Trustee joining in such act), except        to the extent that under any law of any jurisdiction in which any particular act or acts are        to be performed, the Trustee shall be incompetent or unqualified to perform such act or        acts, in which event such rights, powers, duties, and obligations (including the holding of        title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and        performed singly by such separate trustee or co-trustee, solely at the written direction of        the Trustee;               (ii)  no trustee under this Agreement shall be personally liable by reason of any        act or omission of any other trustee under this Agreement; and                                         29  4814-8521-2291.2 





 






            (iii) the  Depositor  and  the  Trustee  acting  jointly  may  at  any  time  accept  the        resignation of or remove any separate trustee or co-trustee.         Any notice, request or other writing given to the Trustee shall be deemed to have been  given to each of the then separate trustees and co-trustees, as effectively as if given to each of  them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement  and the conditions of this Article.  Each separate trustee and co-trustee, upon its acceptance of the  trusts  conferred,  shall  be  vested  with  the  estates  or  property  specified  in  its  instrument  of  appointment, either jointly with the Trustee or separately, as may be provided therein, subject to  all the  provisions of this Agreement,  specifically  including every provision of this  Agreement  relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Each  such instrument shall be filed with the Trustee and a copy thereof given to the Depositor.         Any  separate  trustee  or  co-trustee  may  at  any  time  appoint  the  Trustee  as  its  agent  or  attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful  act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or  co-trustee shall die, become incapable of acting, resign or be removed, all its estates, properties,  rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by  law, without the appointment of a new or successor trustee.                                    ARTICLE XI                                 MISCELLANEOUS         Section 11.01 Supplements, Amendments and Waivers.  Any provision of this Agreement  may be supplemented, amended or waived if, but only if, such supplement, amendment or waiver  is in writing and, in the case of a supplement or an amendment, is signed by the Certificateholder,  the Trustee  and the Delaware Trustee,  with the  prior  written  consent  of  the  Buyer (unless  the  Repurchase Agreement has been terminated and all obligations owed thereunder to the Buyer have  been paid in full, and which consent shall not be unreasonably withheld, conditioned or delayed)  and, in the case of a waiver, is signed by the party (or parties, as applicable) granting the waiver  and then such waiver shall be effective only in the specific instance and for the specific purpose  for which given.  To the extent the consent of any of the parties hereto is required under this  Agreement, the determination as to whether to grant or withhold such consent shall be made by  such  party  in  its  sole  discretion  without  any  implied  duty  toward  any  other  Person,  except  as  otherwise  expressly  provided  herein.   Notwithstanding  anything  herein  to  the  contrary,  no  provision  of  this  Agreement  may  be  supplemented,  amended  or  waived  if  such  supplement,  amendment or waiver will cause the Trust to be treated, for federal income tax purposes, as an  association or a publicly traded partnership taxable as a corporation.         Prior to the execution of any amendment to this Agreement, the Trustee, the Delaware  Trustee and the Buyer (unless the Repurchase Agreement has been terminated and all obligations  owed thereunder to the Buyer have been paid in full) shall be entitled to receive and rely upon an  opinion  of  counsel  from  the  Depositor  stating  that  (i) the  execution  of  such  amendment  is  authorized or permitted by this Agreement and (ii) in the opinion of such counsel all conditions  precedent in connection with such amendment, if any, have been complied with.  The Trustee, the  Delaware Trustee and the Buyer (unless the Repurchase Agreement has been terminated and all                                         30  4814-8521-2291.2 





 






obligations owed thereunder to the Buyer have been paid in full) may, but shall not be obligated  to  enter  into  any  such  amendment  which  affects  the  Trustee’s  or  the  Buyer’s  (unless  the  Repurchase Agreement has been terminated and all obligations owed thereunder to the Buyer have  been  paid  in  full),  as  applicable,  own  rights,  duties  or  immunities  under  this  Agreement  or  otherwise.  No amendment pursuant to this Section shall be effective which affects the rights,  duties, indemnities or immunities of the Trustee, the Delaware Trustee or the Buyer (unless the  Repurchase Agreement has been terminated and all obligations owed thereunder to the Buyer have  been paid in full) without the prior written consent of such affected party.         Section 11.02 No Legal Title to Trust Estate in the Certificateholder.  Subject to its rights  to exercise the Unwind Rights, the Certificateholder shall not have legal title to any part of the  Trust Estate.  The Certificateholder shall be entitled to receive distributions with respect to its  undivided beneficial ownership interest therein only in accordance with Section 2.12 hereof and  Section 6.3(d) of the Repurchase Agreement until the Repurchase Agreement is terminated and all  obligations owed thereunder to the Buyer have been paid in full.  No transfer, by operation of law  or otherwise, of any right, title, or interest of the Certificateholder to and in its beneficial ownership  interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or  entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust  Estate.         Section 11.03 Limitations  on  Rights  of  Others.   Except  for  Section 2.08  hereof,  the  provisions of this Agreement are solely for the benefit of the Trustee, the Delaware Trustee, the  Certificateholder, the Depositor, and, to the extent expressly provided herein, the Buyer (unless  the Repurchase Agreement has been terminated and all obligations owed thereunder to the Buyer  have  been  paid  in  full),  and  nothing  in  this  Agreement,  whether  express  or  implied,  shall  be  construed to give to any other Person any legal or equitable right, remedy or claim in the Trust  Estate or under this Agreement or any covenants, conditions or provisions contained herein.         Section 11.04 Notices.  (a) All notices and other communications provided for hereunder  shall, unless otherwise stated herein, be in writing (including communication by facsimile copy or  other electronic means) and mailed, delivered by nationally recognized overnight courier service,  transmitted or delivered by hand, if to the Delaware Trustee, to 300 Delaware Avenue, 9th Floor,  Wilmington, DE 19801, Attn: NELNET Legacy Private Loans Trust, with a copy to 1 Federal  Street, EX-MA-FED, Boston, MA 02110, Attn: GSF-Nelnet Unsecured Personal Loan Warehouse  Trust and with respect to each other party hereto, at its address as specified in the Repurchase  Agreement or at such other address as shall be designated by such party in a written notice to the  other parties hereto; provided, however, that each notice to the Trust shall be delivered to Nelnet  Legacy Private Loans Trust c/o Nelnet Private Student Loan Financing Corporation, as Depositor,  with a copy to the Trustee at its address set forth in Section 3.02 hereof.  Each such notice, request  or  other  communication  shall  be  effective  (i) if  given  by  facsimile,  when  such  facsimile  is  transmitted to the specified facsimile number and an appropriate confirmation is received, (ii) if  given  by  email,  when  sent  to  the  specified  email  address  and  an  appropriate  confirmation  is  received, (iii) if given by mail, five (5) days after being deposited in the United States mail, first  class  postage  prepaid,  (iv) if  given  by  a  nationally  recognized  courier  guaranteeing  overnight  delivery,  the  Business  Day  following such day  after such  communication  is  delivered  to such  courier or (v) if given by any other means, when delivered at the address specified in this Section.                                          31  4814-8521-2291.2 





 






Notwithstanding  the  foregoing,  any  recipient  may  designate  what  it  deems  to  be  appropriate  confirmation and that notification by e-mail to it shall not be effective without such confirmation.         (b)   The Depositor shall make available to the Trustee (i) as soon as possible, and in  any event within ninety (90) days after the end of each fiscal year of the Depositor (or an affiliate  of the Depositor), audited financials of the Depositor (or an affiliate of the Depositor) as at the end  of and for such fiscal year and (ii) as soon as possible, and in any event within forty-five (45) days  after the end of each quarterly accounting period of the Depositor (or an affiliate of the Depositor),  unaudited financials of the Depositor (or an affiliate of the Depositor) as at the end of and for such  period.        Section 11.05 No  Waivers;  Remedies.   No  failure  or  delay  by  any  party  hereto  in  exercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial  exercise of any right hereunder preclude any other or further exercise thereof or the exercise of  any other right.  The remedies herein provided are cumulative and not exclusive of any remedies  provided by law.         Section 11.06 Successors and Assigns.  All covenants and agreements contained herein  shall be binding upon and inure to the benefit of the Depositor and its successors, the Trustee and  its successors, the Delaware Trustee and its successors, each Certificateholder and its successors  and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or  other instrument or action by the Buyer (unless the Repurchase Agreement has been terminated)  or the Certificateholder shall bind the successors and assigns of such holder.         Section 11.07 Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  DELAWARE,  WITHOUT  REFERENCE  TO  ITS  CONFLICTS  OF  LAW  PROVISIONS,  AND  THE  OBLIGATIONS, RIGHTS AND REMEDIES  OF THE PARTIES  HEREUNDER  SHALL  BE  DETERMINED IN ACCORDANCE WITH SUCH LAWS.         Section 11.08 Severability.  In case any provision in or obligation under this Agreement  shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability  of  the  remaining  provisions  or  obligations,  or  of  such  provision  or  obligation  in  any  other  jurisdiction, shall not in any way be affected or impaired thereby.         Section 11.09 Waiver of Jury Trial.  Each of the parties hereto hereby waives any right to  have a jury participate in resolving any dispute, whether sounding in contract, tort or otherwise,  among any of them arising out of, connected with, relating to or incidental to the relationship  between them in connection with this Agreement or other Facility Documents.         Section 11.10 Bankruptcy Non-Petition and Limited Recourse.  The Trustee (not in its  individual capacity but solely as Trustee), by entering into this Agreement, the Delaware Trustee  (not in its individual capacity but solely as Delaware Trustee), by entering into this Agreement,  the Certificateholder (as evidenced by its acceptance of the Trust Certificate) and the Buyer by  accepting the benefits of this Agreement, hereby covenant and agree that they will not, prior to the  date which is one year and one day (or, if longer, any applicable preference period plus one day)  after termination of this Agreement and payment in full of the Obligations under the Repurchase                                         32  4814-8521-2291.2 





 






Agreement,  institute  against,  or  join  any  other  Person  in  instituting  against,  the  Trust  or  the  Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or  any similar proceeding under any federal or state bankruptcy or similar law; provided, that nothing  in this provision shall preclude or be deemed to stop any party hereto (a) from taking any action  prior  to  the  expiration  of  the  aforementioned  one  year  and  one  day  period  in  (i) any  case  or  proceeding voluntarily filed or commenced by the Trust or the Depositor or (ii) any involuntary  insolvency proceeding filed or commenced against the Trust or the Depositor by a Person other  than any  other party hereto  or  (b) from commencing against  the Trust  or  the  Depositor  or  the  Subsidiary  Trust  Asset  Collateral  any  legal  action  which  is  not  a  bankruptcy,  reorganization,  arrangement,  insolvency or  a  liquidation  proceeding.   The obligations  of the Trust  are limited  recourse  obligations  payable  solely  from  the  Subsidiary  Trust  Asset  Collateral  and,  following  realization of the Subsidiary Trust Asset Collateral and its application in accordance with the terms  of this Agreement and the Repurchase Agreement, any outstanding obligations of the Trust shall  be extinguished and shall not  thereafter  revive.   In  addition, no  recourse shall  be  had for any  amounts payable or any other obligations arising under the Facility Documents against any officer,  member, director, employee, partner or security holder of the Trust or the Depositor or any of their  successors or assigns.  The foregoing shall not limit the rights of the Trustee or the Delaware  Trustee,  respectively,  to  file  any  claim  in,  or  otherwise  take  any  action  with  respect  to,  any  insolvency proceeding that was instituted against the Trust by a Person other than the Trustee or  the Delaware Trustee, respectively.         Section 11.11 No  Recourse.   Each  Certificateholder  by  accepting  the  Trust  Certificate  acknowledges that such holder’s Trust Certificate represents beneficial interests in the Trust only  and does not represent interests in or obligations of the Depositor, the Servicer, the Trustee, the  Delaware Trustee, the Buyer or any Affiliate thereof or any officer, director or employee of any  thereof and no recourse may be had against such parties or their assets, except as may be expressly  set forth or contemplated in this Agreement, the Trust Certificate or the other Trust Documents.         Section 11.12 Execution  in  Counterparts.   This  Agreement  may  be  executed  in  any  number of counterparts and by different parties  hereto in separate counterparts, each of which  when so executed shall be deemed to be an original and all of which when taken together shall  constitute one and the same agreement.  Delivery by facsimile or electronic mail of an executed  signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.         Section 11.13 Entire Agreement.  This Agreement, including all Exhibits, Schedules and  Appendices and other documents attached hereto or incorporated by reference herein, together  with the other Facility Documents, constitutes the entire agreement of the parties with respect to  the subject matter hereof and supersedes all other negotiations, understandings and representations,  oral or written, with respect to the subject matter hereof.         Section 11.14 Limitation of Liability.  No claim may be made by any party hereto or any  other  Person  against  any  other  party  hereto  or  their  affiliates,  directors,  officers,  employees,  attorneys or agents for any special, indirect, consequential or punitive damages in respect of any  claim  for  breach  of  contract  or  any  other  theory  of  liability  arising  out  of  or  related  to  the  transactions contemplated by this Agreement or any act, omission or event occurring in connection  therewith; and each party hereto hereby waives, releases and agrees not to sue upon any claim for                                         33  4814-8521-2291.2 





 






any such damages, whether or not accrued and whether or not known or suspected to exist in its  favor.         Section 11.15 Section  Titles.   The  section  titles  contained  in  this  Agreement  shall  be  without substantive meaning or content of any kind whatsoever and are not a part of the agreement  between the parties.         Section 11.16 Force Majeure.  In no event shall the Trustee or the Delaware Trustee be  liable  for  any  failure  or  delay  in  the  performance  of  its  obligations  hereunder  because  of  circumstances beyond their control, including but not limited to, acts of God, flood, war (whether  declared or undeclared), terrorism, fire, riot, government action, including any laws, ordinances,  regulations, government action or the like which delay, restrict or prohibit the providing of the  services contemplated by this Agreement; it being understood that the Trustee and the Delaware  Trustee shall use reasonable efforts which are consistent with accepted practices in the banking  industry to resume performance of their obligations hereunder as soon as practicable under the  circumstances.         Section 11.17 Patriot Act Compliance.  In order to comply with laws, rules, regulations  and  executive  orders  in  effect  from  time  to  time  applicable  to  banking  institutions,  including,  without  limitation,  those  relating  to  the  funding  of  terrorist  activities  and  money  laundering,  including  Section 326 of  the USA  Patriot Act of the United States  (“Relevant  Law”),  each  of  UB&T and U.S. Bank Trust National Association is required to obtain, verify, record and update  certain information relating to individuals and entities which maintain a business relationship with  UB&T  and U.S.  Bank Trust National Association.  Accordingly, each of the parties agrees to  provide to each of UB&T and U.S. Bank Trust National Association upon its request from time to  time such identifying information and documentation as may be available in order to enable UB&T  and U.S. Bank Trust National Association to comply with Relevant Law.         Section 11.18 Survival.   The  provisions  of  this  Article  shall  be  continuing  and  shall  survive the termination of this Agreement.                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                          34  4814-8521-2291.2 





 






 





 






 





 






 





 






 





 






                                 EXHIBIT A                          FORM OF TRUST CERTIFICATE   NO. __         THIS TRUST CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN  INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR, THE TRUSTEE, THE  DELAWARE TRUSTEE, THE SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES  OR ASSIGNEES.  THIS TRUST CERTIFICATE IS NOT INSURED OR GUARANTEED BY  ANY  GOVERNMENTAL  AGENCY  OR  INSTRUMENTALITY  OR  BY  ANY  PRIVATE  INSURER.         THIS  TRUST  CERTIFICATE  HAS  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER  HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE  TRUST  THAT  THIS  CERTIFICATE  MAY  BE  RESOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  ONLY  (I) TO  A  PERSON  WHOM  THE  TRANSFEROR  REASONABLY  BELIEVES  IS  AN  INSTITUTIONAL  ACCREDITED  INVESTOR  TO  WHOM  NOTICE  IS  GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON  REGULATION D, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS  OF  ANY  STATE  OF  THE  UNITED  STATES  OR  OTHER  JURISDICTION  OR  (II) TO  A  PERSON  WHOM  IS  A  “QUALIFIED  PURCHASER”  AS  DEFINED  FOR  PURPOSES  OF  SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE  “INVESTMENT  COMPANY  ACT”).   THE  HOLDER  HEREOF,  BY  ACQUIRING  THIS  TRUST  CERTIFICATE,  REPRESENTS  AND  AGREES  FOR  THE  BENEFIT  OF  THE  DEPOSITOR AND THE TRUSTEE THAT:  IT IS A QUALIFIED INSTITUTIONAL BUYER  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR AN INSTITUTIONAL  ACCREDITED  INVESTOR  (AS  DEFINED  IN  RULE 501(A)(1)-(3)  AND  (7)  OF  REGULATION D UNDER THE SECURITIES ACT) OR AN ENTITY IN WHICH ALL THE  EQUITY  OWNERS  COME  WITHIN  SUCH  PARAGRAPHS;  ITS  ACQUISITION  OF  THIS  TRUST  CERTIFICATE  IS  OTHERWISE  EXEMPT  FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  ANY  APPLICABLE  STATE  SECURITIES LAWS, IT IS A “QUALIFIED PURCHASER” AS DEFINED FOR PURPOSES  OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT AND IT IS HOLDING THIS  TRUST CERTIFICATE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION.         NO TRANSFER OF THIS TRUST CERTIFICATE WILL BE REGISTERED UNLESS  THERE IS PROVIDED A REPRESENTATION SATISFACTORY TO THE TRUSTEE THAT  THIS  TRUST  CERTIFICATE  IS  NOT  BEING  ACQUIRED  DIRECTLY  OR  INDIRECTLY  FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN (AS  DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT  OF 1974, AS AMENDED (“ERISA”)) WHETHER OR NOT SUBJECT TO THE PROVISIONS  OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL  REVENUE  CODE  OF  1986,  AS  AMENDED,  OR  ANY  ENTITY  WHOSE  UNDERLYING    4814-8521-2291.2 





 






ASSETS  INCLUDE  PLAN  ASSETS  BY  REASON  OF  A  PLAN’S  INVESTMENT  IN  THE  ENTITY.         THIS TRUST CERTIFICATE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR  ASSIGNED  EXCEPT  IN  ACCORDANCE  WITH  SECTION 3.03(h)  OF  THE  TRUST  AGREEMENT (AS DEFINED BELOW).                                         A-2  4814-8521-2291.2 





 






                  NELNET LEGACY PRIVATE LOANS TRUST                              TRUST CERTIFICATE               evidencing  all  of  the  ownership  interests  in  the Trust,  as  defined              below, the property of which includes, among other things, an initial              pool of Education Loans contributed to the Trust by the Depositor              (as  defined below),  on  the  Effective Date,  and  in  the future may              include additional Education Loans which may be acquired by the              Trust from time to time.               (This Trust Certificate does not represent an interest in or obligation              of the Depositor, the Servicer (as defined below), the Trustee (as              defined below), the Delaware Trustee (as defined below) or any of              their respective affiliates, except to the extent described below.)         THIS  CERTIFIES  THAT  ________________________  is  the  registered  owner  of  this  Trust Certificate.  Nelnet Legacy Private Loans Trust (the “Trust”) was formed as a statutory trust  under the laws of the State of Delaware by Nelnet Private Student Loan Financing Corporation, a  Nebraska corporation (in such capacity, the “Depositor”).  The Trust was created pursuant to a  Trust  Agreement,  dated  as  of  December 20,  2018,  as  amended  and  restated  pursuant  to  an  Amended and Restated Trust Agreement, dated as of December 21, 2018 (collectively, the “Trust  Agreement”),  by  and  among  the  Depositor,  Union  Bank  and  Trust  Company,  a  Nebraska  state-chartered commercial bank, not in its individual capacity but solely as Trustee on behalf of  the  Trust  (the  “Trustee”)  and  U.S.  Bank  Trust  National  Association,  a  national  banking  association, not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”),  a summary of certain of the pertinent provisions of which is set forth below.  To the extent not  otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in  the  Master  Repurchase  Agreement  dated  as  of  December 21,  2018  (as  amended,  restated,  supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among  Nelnet Private Student Loan Financing Corporation, as seller, Bank of America, N.A., as buyer  (the “Buyer”), and the Trust.         This Trust Certificate is issued under and is subject to the terms, provisions and conditions  of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of  the acceptance hereof assents and by which such holder is bound.  The property of the Trust will  include  an  initial  pool  of  private  student  loans  contributed  by  the  Depositor  on  or  about  the  Effective Date, additional personal loans which may be contributed by the Depositor from time to  time to the Trust (the “Education Loans”), certain bank accounts, all moneys paid thereon and the  proceeds thereof and certain other rights under the Trust Agreement, the Repurchase Agreement,  the Servicing Agreement and all proceeds of the foregoing.         To the extent of funds available therefor, amounts owing hereon will be distributed on the  25th day of each calendar month (or, if such 25th day is not a Business Day, the next succeeding  Business Day), commencing on January 25, 2019 to the holder of this Trust Certificate.                                         A-3  4814-8521-2291.2 





 






      The  holder  of  this  Trust  Certificate  acknowledges  and  agrees  that  its  rights  to  receive  distributions in respect of this Trust Certificate are subordinate to Obligations to the Buyer as  described in the Repurchase Agreement.         It is the intent of the Depositor, and the holder of this Trust Certificate that, for purposes  of federal, state and local income and franchise and any other income taxes, this Trust Certificate  will be treated as equity in, the Trust.  In addition, as more fully described in Section 2.11 of the  Trust  Agreement,  for  federal  income  tax  purposes  the  Trust  is  intended  to  be  classified  as  a  disregarded  entity  so  long  as  there  is  only  one  tax  owner  of  the  Trust  Certificate  and  as  a  partnership if there is more than one tax owner of this Trust Certificate.  The holder of this Trust  Certificate agrees, by acceptance of this Trust Certificate, to treat this Trust Certificate and the  Trust consistent with such intent.         The holder of this Trust Certificate, by its acceptance of this Trust Certificate, covenants  and agrees that it will not at any time institute against the Depositor or the Trust, or join in any  institution  against  the  Depositor or  the  Trust  of, any bankruptcy,  reorganization,  arrangement,  insolvency, receivership or liquidation proceedings, or other proceedings under any United States  Federal or state bankruptcy or similar law in connection with any obligations relating to this Trust  Certificate, the Trust Agreement or any of the other Trust Documents.  The foregoing shall not  limit the rights of the holder of this Trust Certificate to file any claim in, or otherwise take an  action with respect to, any insolvency proceeding that was instituted against the Depositor or the  Trust by a Person other than the holder of this Trust Certificate.         Distributions  on  this  Trust  Certificate  will  be  made  as  provided  in  the  Repurchase  Agreement  to  the  holder  of  record  hereof  without  the  presentation  or  surrender  of  this  Trust  Certificate or the making of any notation hereon.         This Trust Certificate does not represent an obligation of, or an interest in, the Depositor,  Nelnet Servicing, LLC, as servicer (the “Servicer”), the Buyer, the Trustee, the Delaware Trustee  or any affiliates of any of them, and no recourse may be had against such parties or their assets,  except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other  Trust Documents.  In addition, this Trust Certificate is not guaranteed by any governmental agency  or instrumentality and is limited in right of payment to certain collections with respect to the Trust  Estate, all as more specifically set forth in the Trust Agreement and the Repurchase Agreement.   A copy of each of the Trust Agreement, the Repurchase Agreement and the Servicing Agreement  may be examined during normal business hours at the principal office of the Depositor, and at such  other  places,  if  any,  designated  by  the  Depositor,  by  the  holder  of  this  Trust  Certificate  upon  request.  This Trust Certificate is intended as a medium for investment and is a security governed  by Article 8 of the Uniform Commercial Code.         The rights and obligations of the holder of this Trust Certificate are set forth in the Trust  Agreement, the terms of which are incorporated by reference herein.         As provided in the Trust Agreement and subject to certain limitations therein set forth, this  Trust  Certificate  is  exchangeable  for  a  new  Trust  Certificate  as  requested  by  the  holder  surrendering the same.  No service charge will be made for any such registration of transfer or                                         A-4  4814-8521-2291.2 





 






exchange,  but  the  Trustee  may  require  payment  of  a  sum  sufficient  to  cover  any  tax  or  governmental charge payable in connection therewith.         The Trustee and any agent of the Trustee may treat the person in whose name this Trust  Certificate is registered as the owner hereof for all purposes, and neither the Trustee nor any such  agent shall be affected by any notice to the contrary.         This Trust Certificate (including any beneficial interest herein) may not be acquired by  directly or indirectly for, on behalf of or with the assets of, an employee benefit plan (as defined  in Section 3(3) of ERISA) whether or not subject to the provisions of Title I of ERISA, a plan  described in Section 4975(e)(1) of the Code or any entity whose underlying assets include plan  assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”).  By accepting and  holding this Trust Certificate, the holder hereof shall be deemed to have represented and warranted  that it is not a Benefit Plan, it is not purchasing this Trust Certificate directly or indirectly for, on  behalf of or with the assets of a Benefit Plan and to have agreed that if this Trust Certificate is  purchased directly or indirectly for, on behalf of or with the assets of a Benefit Plan, the holder  will promptly dispose of this Trust Certificate.         THIS  TRUST  CERTIFICATE  SHALL  BE  CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT  OF  LAW  PROVISIONS,  AND  THE  OBLIGATIONS,  RIGHTS  AND  REMEDIES  OF  THE  PARTIES  HEREUNDER  SHALL  BE  DETERMINED  IN  ACCORDANCE  WITH  SUCH  LAWS.         Unless the certificate of authentication hereon shall have been executed by a Responsible  Officer of the Trustee or its authenticating agent, by manual signature, this Trust Certificate shall  not  entitle  the  holder  hereof  to  any  benefit  under  the  Trust  Agreement  or  the  Repurchase  Agreement or be valid for any purpose.                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                         A-5  4814-8521-2291.2 





 






      IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its individual  capacity has caused this Trust Certificate to be duly executed as of the date set forth below.                                             NELNET LEGACY PRIVATE LOANS                                            TRUST, a Delaware statutory trust                                             By:   UNION BANK  AND  TRUST                                           COMPANY, not in its individual capacity                                            but solely as Trustee under that certain                                            Amended and Restated Trust Agreement,                                            dated as of the Effective Date, by and                                            among Nelnet Private Student Loan                                            Financing Corporation, as Depositor, the                                            Trustee and U.S. Bank Trust National                                            Association, in its capacity as Delaware                                            Trustee                                              By: _________________________________                                                       Authorized Signatory   Date: __________ __, ____                                         A-6  4814-8521-2291.2 





 






               TRUSTEE’S CERTIFICATE OF AUTHENTICATION         This is the Trust Certificate referred to in the within-mentioned Trust Agreement.                                             UNION BANK  AND  TRUST  COMPANY,                                            not in its individual capacity but solely as                                            Trustee under that certain Amended and                                            Restated Trust Agreement, dated as of the                                            Effective Date, by and among Nelnet Private                                            Student Loan Financing Corporation, as                                            Depositor, the Trustee and U.S. Bank Trust                                            National Association, in its capacity as                                            Delaware Trustee                                              By: _________________________________                                                      Authorized Signatory                                             or                                             [_________________], solely in its capacity                                            as Authenticating Agent for the Trustee                                              By: _________________________________                                                      Authenticating Agent   Date: __________ __, ____                                         A-7  4814-8521-2291.2 





 






                                ASSIGNMENT         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto   PLEASE INSERT SOCIAL  SECURITY OR OTHER  IDENTIFYING NUMBER  OF ASSIGNEE    (Please print or type name and address, including postal zip code, of assignee)    the  within  Trust  Certificate,  and  all  rights  thereunder,  hereby  irrevocably  constituting  and  appointing                                                                       Attorney  to  transfer said Trust Certificate on the books of the Trust Certificate Registrar, with full power of  substitution in the premises.   Dated:   ______________________________*  Signature Guaranteed:   ______________________________*   *     NOTICE: The signature to this assignment must correspond with the name as it appears        upon  the  face  of  the  within  Trust  Certificate  in  every  particular,  without  alteration,        enlargement or any change whatever.  Such signature must be guaranteed by a member        firm of the New York Stock Exchange or a commercial bank or trust company.                                        A-8  4814-8521-2291.2 





 






                                 EXHIBIT B                    SCHEDULE OF INITIAL EDUCATION LOANS                               [Provided Electronically]                                         B-1  4814-8521-2291.2